18 September 2018
G3 Exploration LTD.
("G3E", "G3 Exploration" or the "Company")
Interim Results for the Six Months Ended 30 June 2018
Financial and Operational Highlights
G3 Exploration
· Guizhou Block exploration programme was successfully accomplished, next phase being discussed with PetroChina.
· Jiangxi, Anhui, Shanxi exploration blocks' development potential re-assessed with non-prospective acreage identified.
· Composition of board of directors enhanced with the addition of Bryan Smart and Zhao LiGuo.
Green Dragon Gas (Held for sale disposal group)
· Revenue of US$13.7 million (H1 2017 - US$11.2 million).
· Gross revenue of US$8.7/mcf (H1 2017 - US$7.2/mcf).
· Of the 200 G3E operated wells, 130 wells are online with 105 connected to sales infrastructure.
· EBITDA of US$8.7 million (H1 2017 - US$6.0 million).
· Substantial infrastructure progress with 1,063 wells of 1,453 connected to pipelines.
2018 OUTLOOK
Recapitalise balance sheet. Increase production cash flow. Drive development programme.
Divest main producing assets (blocks GSS and GCZ) into a new Hong Kong listed company.
G3 Exploration
· Expect to repay two bond creditors from debt and equity issuance in Green Dragon Gas.
· Conclude evolution to exploration and development business.
· Finalise dividend in specie for producing assets.
· First gas in Guizhou Block.
· Expand into additional geography.
Green Dragon Gas (Held for sale disposal group)
· Infrastructure focus to monetise invested capital.
· Work alongside Chinese partner CNOOC on GSS block for the connection of all existing 1,139 drilled wells to the sales infrastructure.
· Increase gas sales volumes on GSS block from GDG existing producing wells through better compression management infrastructure.
· Launch GSS LiFaBriC drilling programme to further increase sales volumes.
· Commence GCZ ODP to drill 147 wells through yearend 2019.
CHAIRMAN'S STATEMENT
I am pleased to report continued operational progress across our two producing commercial blocks in Shanxi as well as our six exploration blocks in Anhui, Guizhou, Jiangxi and Shanxi.
Most notably is the progress being made in the GSS block since the conclusion of the Supplementary Agreements with CNOOC which were accepted with determined cost recovery amounts by the Joint Management Committee at March end. Since the signing of the agreements, the parties are working closely together into rapidly advancing the producing wells and are focused on monetising the gas sales within the GSS commercial producing block. This focus has seen gas sales increase 63% at CNOOC operated wells from January to the end of August. Of the total 1,139 existing drilled wells by CNOOC, 889 or 78% have been connected to the newly built pipeline infrastructure while 330 of the wells are already contributing to the gas sales, in addition to the 105 operated by us. We expect the connected wells to be a foundation of increasing gas sales for many years to come as wells successfully dewater the coal seam and convert to gas production. At our flagship GSS block, of the total 1,453 drilled wells, we now have 1,063 or 73% connected to a pipeline network spanning 586.8 km across the 388sqkm gas block with three operational gas gathering compressor stations.
Our producing GCZ block with CNPC continued its commercial gas sales while the collaborative Joint Operating Team concluded its Overall Development Plan. The plan previously approved by CNPC received the NDRC Energy department approval in August and is expected to have final NDRC approval this month. This ODP commits the drilling of 147 wells by yearend 2019, with drilling anticipated to start in the fourth quarter. The expected gas production following this ODP execution forecasts production in GCZ to be 6 BCFPY which will counter the current decline curve as no wells have been drilled on the block since 2010.
In addition to our CNOOC and CNPC partnership on the two producing blocks, we continue to progress our PetroChina partnership in the Guizhou (GGZ) exploration block. The team is focused on concluding the production and completion plan on the twelve successful wells drilled by 2017 yearend. We expect to commence test gas sales this year so as to progress the asset into development next year.
Our exploration teams re-evaluated all the acreage within the six exploration blocks. This targeted task specifically delineated the prospective development acreage and identified non-prospective acreage within the vast exploration area. The technical teams are progressing discussions on their conclusions with our partners CNOOC and PetroChina. We expect to collaboratively establish the exploration plans over the six vast blocks during the fourth quarter and launch the programmes in 2019.
Concurrent to the operational progress, the management team has stayed focused on the balance sheet re-vitalisation. A structured process is underway, led by an energy specialist investment bank to conclude up to $200m financing over Green Dragon Gas assets. We expect to conclude such financing so as to progress the dividend in specie of Green Dragon Gas shares to our shareholders and conclude a full deleveraging of G3 Exploration. We look forward to a full repayment of all our bonds timely.
I look forward to monetising the value in our producing assets, developing our exploration assets and committing to incremental geographies where our deep knowledge in CBM is of accretive value to our shareholders.
Randeep S. Grewal
Founder & Chairman
About G3E
G3E is a leading independent gas producer with operations in China and is listed on the main market of the London Stock Exchange (LSE: G3E). The Company has 559Bcf of 2P reserves and 2,386Bcf of 3P reserves across eight production blocks covering over 7,566km² of license area in the Shanxi, Jiangxi, Anhui and Guizhou provinces. It holds six Production Sharing Agreements with strong, highly capitalised Chinese partners including CNOOC, CNPC and PetroChina, and has infrastructure in place to support multiple routes to monetise gas production.
The Company is committed to an exploration and appraisal focused business plan in coal bed methane development across three geographies concurrently. It has a well-established track record and demonstrated perseverance in going the distance to monetise shareholder value through the below key basic principles:
· Focus on core intellectual aptitude in developing coal bed methane
· Develop assets in an environmentally and socially prudent manner
· Protect accreted shareholder value
Condensed Consolidated Statement of Comprehensive Income
Six months ended 30 June 2018
|
|
Six months ended 30 June 2018 |
Six months ended 30 June 2017 Restated* |
Year ended 31 December 2017 |
|
Notes |
US$'000 |
US$'000 |
US$'000 |
|
|
Unaudited |
Unaudited |
Audited |
Continuing operations |
|
|
|
|
Revenue |
3 |
- |
- |
- |
Cost of sales |
3 |
- |
- |
- |
Gross profit |
|
- |
- |
- |
Other income |
4 |
7 |
- |
13 |
Selling and distribution costs |
|
- |
- |
- |
Administrative expenses |
3 |
(1,649) |
(1,660) |
(4,144) |
Profit from operations |
|
(1,642) |
(1,660) |
(4,131) |
Finance income |
4 |
1,618 |
4,822 |
4,457 |
Finance costs |
13,14 |
(10,822) |
(7,435) |
(17,426) |
Profit (loss) before income tax |
|
(10,846) |
(4,273) |
(17,100) |
Income tax /credit |
|
24 |
22 |
46 |
(Loss) for the period from continuing operations |
|
(10,822) |
(4,251) |
(17,054) |
Discontinued operations |
|
|
|
|
Gain/(loss) for the period from discontinued operations |
5 |
4,484
|
4,652
|
(7,522)
|
Profit/(loss) for the period attributable to owners of the company |
|
(6,338) |
401 |
(24,576) |
Other comprehensive expense, net of tax: |
|
|
|
|
Items that may be reclassified to profit or loss: |
|
|
|
|
Exchange differences arising on translating foreign operations |
|
(13,795) |
14,543 |
57,328 |
Total comprehensive income/(expense) for the period attributable to owners of the company |
|
(20,133) |
14,944 |
32,752 |
Basic and diluted earnings/(loss) per share from continuing operations (US$) |
6 |
(0.069) |
(0.027) |
(0.109) |
Basic and diluted earnings/(loss) per share from discontinued operations (US$) |
6 |
0.029 |
0.030 |
(0.048) |
Basic and diluted earnings/(loss) per share (US$) |
6 |
(0.040) |
0.003 |
(0.157) |
* Certain amounts shown here do not correspond to the 2017 financial statements and reflect adjustments made in respect to assets held for sale, refer to note 5.
Condensed Consolidated Statement of Financial Position
At 30 June 2018
|
|
|
As at 30 June 2018 |
As at 31 December 2017 |
|
Notes |
|
US$'000 |
US$'000 |
|
|
|
Unaudited |
Audited |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
8 |
|
273 |
33 |
Gas exploration and appraisal assets |
9 |
|
613,793 |
617,900 |
Long term prepaid expenses |
|
|
- |
299 |
Deferred tax asset |
17 |
|
337 |
317 |
|
|
|
614,403 |
618,549 |
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
10 |
|
8,364 |
8,167 |
Restricted cash |
|
|
1,000 |
1,000 |
Cash and cash equivalents |
11 |
|
1,087 |
1,347 |
|
|
|
10,451 |
10,514 |
Assets of disposal group classified as held-for-sale |
5 |
|
372,029 |
380,133 |
|
|
|
382,480 |
390,647 |
|
|
|
|
|
Total assets |
|
|
996,883 |
1,009,196 |
|
|
|
|
|
|
|
|
As at 30 June 2018 |
As at 31 December 2017 |
|
Notes |
|
US$'000 |
US$'000 |
|
|
|
Unaudited |
Audited |
Liabilities |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
12 |
|
9,498 |
10,198 |
Convertible notes |
13 |
|
55,905 |
53,132 |
Bonds |
14 |
|
103,981 |
95,932 |
Current tax liabilities |
|
|
- |
- |
|
|
|
169,384 |
159,262 |
Liabilities of disposal group classified as held-for-sale |
5 |
|
50,004
|
50,548
|
|
|
|
219,388 |
209,810 |
Non-current liabilities |
|
|
|
|
Deferred tax liability |
17 |
|
123,997 |
124,137 |
Share buyback option liability |
13 |
|
1,851 |
3,469 |
|
|
|
125,848 |
127,606 |
|
|
|
|
|
Total liabilities |
|
|
345,236 |
337,416 |
Total net assets |
|
|
651,647 |
671,780 |
|
|
|
|
|
Capital and reserves |
|
|
|
|
Share capital |
16 |
|
16 |
16 |
Share premium |
|
|
808,981 |
808,981 |
Share redemption reserve |
|
|
(8,255) |
(8,255) |
Convertible note equity reserve |
|
|
2,851 |
2,851 |
Share-based payment reserve |
|
|
- |
- |
Foreign exchange reserve |
|
|
24,586 |
38,381 |
Retained deficit |
|
|
(176,532) |
(170,194) |
Total equity attributable to owners of the parent |
|
|
651,647 |
671,780 |
Total equity |
|
|
651,647 |
671,780 |
Condensed Consolidated Statement of Changes in Equity
Six months ended 30 June 2018
|
Share capital |
Share premium |
Share buyback option reserve |
Convertible note equity reserve |
Share based payment reserve |
Foreign exchange reserve |
Retained deficit |
Equity attributable to owners of the parent |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
|
|
|
|
|
|
|
|
|
At 1 January 2017 |
16 |
808,981 |
(8,255) |
2,851 |
- |
(18,947) |
(145,618) |
639,028 |
|
|
|
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
- |
- |
- |
401 |
401 |
Exchange differences on translating foreign operations |
- |
- |
- |
- |
- |
14,543 |
- |
14,543 |
Total comprehensive expense for the period |
- |
- |
- |
- |
- |
14,543 |
401 |
14,944 |
Transfer to retained deficit |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
At 30 June 2017 (unaudited) |
16 |
808,981 |
(8,255) |
2,851 |
- |
(4,404) |
(145,217) |
653,972 |
|
|
|
|
|
|
|
|
|
At 1 January 2018 |
16 |
808,981 |
(8,255) |
2,851 |
- |
38,381 |
(170,194) |
671,780 |
Loss for the period |
- |
- |
- |
- |
- |
- |
(6,338) |
(6,338) |
Exchange differences on translating foreign operations |
- |
- |
- |
- |
- |
(13,795) |
- |
(13,795) |
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
- |
- |
- |
- |
- |
(13,795) - |
(6,338) - |
(20,133) - |
Transfer to retained deficit |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
|
|
|
|
|
|
|
At 30 June 2018 (unaudited) |
16 |
808,981 |
(8,255) |
2,851 |
- |
24,586 |
(176,532) |
651,647 |
Condensed Consolidated Statement of Cash Flows
Six months ended 30 June 2018
|
|
Six months ended 30 June 2018 |
Six months ended 30 June 2017
|
Year ended 31 December 2017
|
|
|
US$'000 |
US$'000 |
US$'000 |
|
Notes |
Unaudited |
Unaudited |
Audited |
Cash flows used in continuing operating activities |
|
|
|
|
(Loss)/profit after tax |
3 |
(10,822) |
1,822 |
(17,054) |
Adjustments for: |
|
|
|
|
Depreciation |
|
11 |
2,160 |
22 |
Other income and finance income |
4 |
(1,618) |
(4,999) |
(4,475) |
Finance costs |
13,14 |
10,822 |
7,435 |
17,426 |
Accelerated finance charge |
|
- |
- |
- |
Taxation |
|
(24) |
(245) |
(46) |
Cash used in from operating activities before changes in working capital |
|
(1,631) |
6,173 |
(4,153) |
Movement in inventory |
|
- |
- |
- |
Movement in trade and other receivables |
|
(197) |
(3,679) |
4,690 |
Movement in trade and other payables |
|
(709) |
2,568 |
5,258 |
Net cash generated from operations |
|
(2,537) |
5,062 |
5,795 |
Income tax |
|
- |
- |
- |
Net cash used in continuing operating activities |
|
(2,537) |
5,062 |
5,795 |
Net cash used in discontinued operating activities |
5 |
2,307 |
(1,870) |
11,731 |
Net cash used in operating activities |
|
(230) |
3,192 |
17,526 |
|
|
|
|
Six months ended 30 June 2018 |
Six months ended 30 June 2017 |
Year ended 31 December 2017 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
Notes |
Unaudited |
Unaudited |
Audited |
Investing activities |
|
|
|
|
Payments for purchase of property, Plant and equipment |
8 |
(273) |
(29) |
- |
Payments for exploration activities |
|
- |
(6,565) |
(6,259) |
Interest received |
|
- |
2 |
4 |
Refund of deposit received from PetroChina |
|
|
500 |
1,000 |
Net cash used in continuing investing activities |
|
(273) |
(6,092) |
(5,255) |
Net cash used in discontinued investing activities |
5 |
(1,503) |
(77) |
(12,192) |
Net cash used in investing activities |
|
(1,776) |
(6,169) |
(17,447) |
|
|
|
|
|
Financing activities |
|
|
|
|
Interest paid |
|
- |
(4,400) |
(4,400) |
Repayment received from Investing in Discontinued Operations |
|
2,583 |
- |
- |
Net cash used in continuing financing activities |
|
2,583 |
(4,400) |
(4,400) |
Net cash used in discontinued financing activities |
5 |
(2,583) |
- |
- |
Net cash used in financing activities |
|
- |
(4,400) |
(4,400) |
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
(2,006) |
(7,377) |
(4,321) |
Cash and cash equivalents at beginning of period |
|
3,175 |
7,324 |
7,324 |
|
|
1,169 |
(53) |
3,003 |
Effect of foreign exchange rate changes |
|
(33) |
826 |
172 |
Cash and cash equivalents at the end of period |
|
1,136 |
773 |
3,175 |
Attributable to continuing activities |
11 |
1,087 |
72 |
1,347 |
Attributable to discontinued activities |
5 |
49 |
701 |
1,828 |
Notes to Condensed Interim Financial Statements
1 GENERAL INFORMATION
The condensed financial information for the six months ended 30 June 2018 and 30 June 2017 is unaudited and does not constitute a set of statutory financial statements. The consolidated unaudited interim financial information set out in this report represents the consolidated financial statements of G3E 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 2017, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). The comparative financial information for the full year ended 31 December 2017 presented here 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 includes reference to a matter to which the auditors drew attention by way of Material uncertainty related to going concern paragraph on the Group's ability to continue as a going concern without qualifying their report.
2 ACCOUNTING POLICIES
IFRS 9 'Financial Instruments'
IFRS 9 (2014) - as issued in July 2014 reflects the final version of the IASB's work on the replacement of IAS 39 and will be effective for annual periods beginning on or after 1 January 2018. Early application is permitted but the Group has not early adopted IFRS 9. IFRS 9, Financial Instruments, covers mainly: i) the classification and measurement of financial assets and financial liabilities, ii) the new impairment model for the recognition of expected credit losses, and iii) the new hedge accounting model.
The Group adopted IFRS 9 in the financial reporting period commencing 1 January 2018. IFRS 9 determines the measurement and presentation of financial instruments depending on their contractual cash flows and business model under which they are held. The impairment requirements are based on an expected credit loss ("ECL") model that replaces the IAS 39 incurred loss model. The Group made an assessment of all the account receivables specifically relating to credit risk and expected credit losses; the Group has not found significant impact on adoption of IFRS 9's impairment requirements.
For financial liabilities, the existing classification and measurement requirements of IAS 39 are largely retained by IFRS 9. The accounting treatment of the group's current financial liabilities (notes 13, 14) is based on IAS 39.
Therefore, the Group does not have a significant impact on adoption of IFRS 9's financial assets and liabilities.
IFRS 15 'Revenue from Contracts with Customers'
IFRS 15, Revenue from Contracts with Customers, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 Revenue from Contracts with Customers replaces IAS 11 Construction Contracts, IAS 18 Revenue and related interpretations and will be effective for annual periods beginning on or after 1 January 2018. It applies to all entities that enter into contracts to provide goods or services to their customers, unless the contracts are in the scope of other IFRS, such as IAS 17 Leases. The standard also provides a model for the measurement and recognition of gains and losses on the sale of certain non-financial assets, such as property or equipment. Extensive disclosures will be required, including disaggregation of total revenue; information about performance obligations; changes in contract asset; and liability account balances between periods and key judgments and estimates.
The Group has applied this new standard for the contracts that are currently booked. The transfer of control natural gas sold by the group usually coincides with title passing to the customer and the customer taking physical possession. The group principally satisfies its performance obligations at a point in time of gas delivered to customer. Although, according written clauses in selling contracts, the group will give discount if there was a quality issue; however, the situation is uncommon. The Group does not meet a significant impact on adoption of IFRS 15 during the first half of 2018.
IFRS 16 'Leases'
IFRS 16 is effective for the 31 December 2019 financial year-end. IFRS 16 'Leases' provides a new model for lessee accounting in which all leases, other than short-term leases and leases of low-value items, will be accounted for by the recognition under a single on-balance sheet model of a right-to-use asset and a lease liability, similar to finance leases under IAS 17. The subsequent amortization of the right-to-use asset and the interest expense related to the lease liability will be recognized separately in profit or loss over the lease term. Lessor accounting is substantially unchanged from today's accounting under IAS 17. A lessee can choose to apply the standard using either a full retrospective or a modified retrospective transition approach. The standard's transition provisions permit certain reliefs. Early application is permitted, but not before an entity applies IFRS 15.
The group will continue to assess all lease agreements. The group expects that IFRS 16 will have a non-material effect on the group's financial statements after its adoption, as the total amount of lease agreement is insignificant.
Basis of preparation and going concern
These financial statements have been prepared on a going concern basis.
Included in current liabilities as at the 30 June 2018 are two specific instruments;
The Company has a $50.0 million convertible loan note which is due for repayment on 31 December 2020. On the 23 October 2017 an extension to the one-time early redemption option was agreed with the note holder such that is now exercisable at any time up to 20 November 2018, and would require early repayment of the whole amount due no earlier than 20 November 2018. The option to require early repayment is at the note holder's sole discretion. Further details of the terms of the instrument are included in note 13.
The Company has an $88.0 million bond which was due for repayment in November 2017. The bond has not been repaid, the due date has passed. On 22 December 2017 the Bond Trustee reported that it was instructed by one or more bondholders representing a majority of the outstanding bond that they were in discussions with the Company regarding amongst other things an amendment to the bond agreement to extend the maturity date. Furthermore, the Bond Trustee was instructed by those majority bondholders not to take any action to recover amounts due and, until further notice, and as long as no conflicting instruction is received, they will not declare the bond to be in default or demand immediate payment. Further details of the terms of the instrument are included in note 14.
The Company also has other payables due to third parties of approximately $16.4 million, due immediately. The Company is managing these payables through continuing negotiation with suppliers.
In considering the appropriateness of the going concern basis, the Board gave consideration to the following:
The Company is currently in negotiation with a bank in order to re-finance the $88.0 million bond, the $50.0 million convertible loan note and settle all other liabilities and fund commitments. The Company has received a draft term sheet and the Company expects that a bank will complete its appropriate due diligence process and confirm debt financing in due course.
The Company plans to divest its main producing assets (blocks GSS and GCZ) into a new Hong Kong listed company, Green Dragon Gas (GDG), and at the same time raise sufficient cash from new equity to repay all of the Company's existing debt. The remaining development and exploration blocks are planned to stay in G3E, which in turn will remain listed in London. The Hong Kong listing and concurrent equity raise is subject to approval from the Hong Kong Stock Exchange (HKEX) and confirmation of investment from potential new shareholders, however the Board is confident this will be completed.
The Company's major shareholder and CEO, Randeep S. Grewal, has confirmed that he will provide sufficient financial support in respect to other current payables of $16.4 million, prior to the expected fundraising through debt or the IPO, if required.
The Directors have informed the Bondholder Trustee of the Company's intention to raise financing through the issue of debt or equity from the Hong Kong listing and to use the new financing to repay the $88.0 million bond. The Company notes that discussions continue and a major bondholder has also signed a non-binding draft agreement to defer the due date to November 2018. To date the Company is not aware of any immediate intention of the Bond Trustee to take action to recover amounts due. On the basis of the above, the Company does not expect the bondholders to put the bond into default before additional funding is received. However, the bondholders have given no written assertions that they will not put the bond into default.
The Company is confident that the $50.0 million note holder will continue to support the Company as it acts to refinance the bond, such that the note holder will not be motivated to act on their early redemption option available until 20 November 2018. However, the note holder has not given any written assertions that they will not exercise their early redemption option.
The Company expects to use the proceeds from the Hong Kong listing and the new debt finance to repay all of the Company's debts. Based on the above, the Company expects to be able to meet its liabilities as they fall due for a period not less than one year.
However, as at the date of this report, there were no binding debt re-financing agreements in place, the HKEX have not yet approved the Hong Kong Listing and investors have not committed to provide equity financing. Therefore there can be no certainty that re-financing will be successful. There can also be no certainty that the $50.0 million note holder will continue to support the Company and not exercise their right to early redemption, or that no default notice will be issued in respect of the $88.0 million bond.
Notwithstanding the confidence that the Board has, the Directors, in accordance with Financial Reporting Council guidance in this area, conclude that at this time there is material uncertainty that such finance can be procured and failure to do so might cast significant doubt upon the Group's ability to continue as a going concern and that the Group may therefore be unable to realise their assets and discharge their liabilities in the normal course of business. These Financial Statements do not include the adjustments that would result if the Group was unable to continue as a going concern.
3 REVENUE AND SEGMENTAL INFORMATION
The Group's reportable segments are 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 period, the revenue of US$13.7 million (30 June 2017: US$11.2 million) was recognised by the upstream discontinued business. The average RMB/USD exchange rate for the period is 5% higher compared to the equivalent period in the prior year. The average RMB/USD exchange rate for the period ended 30 June 2018, and used for translating income statement RMB transactions for the purposes of this financial information was 6.8610 as compared to 6.5557 in the equivalent period of the prior year.
For the period ended 30 June 2018 (unaudited)
|
Upstream continuing operations |
Upstream discontinued operations |
Downstream discontinued operation |
Corporate |
Sub-total |
Eliminations |
Consolidated |
|||||
|
|
(G3E)US$'000 |
(GDG)US$'000 |
(GGD)US$'000 |
(G3E)US$'000 |
US$'000 |
US$'000 |
US$'000 |
||||
Segment revenue: |
|
|
|
|
|
|
|
|||||
Sales to external customers |
- |
13,727 |
1,525 |
- |
15,252 |
(15,252) |
- |
|||||
Inter-segment sales |
- |
- |
- |
- |
- |
- |
- |
|||||
|
- |
13,727 |
1,525 |
- |
15,252 |
(15,252) |
- |
|||||
|
|
|
|
|
|
|
|
|||||
Depreciation |
- |
(3,353) |
(158) |
(11) |
(3,522) |
3,511 |
(11) |
|||||
Amortisation |
- |
- |
- |
- |
- |
- |
- |
|||||
Impairment |
- |
- |
- |
- |
- |
- |
- |
|||||
Profit/(loss) from operation |
- |
5,327 |
(715) |
(1,642) |
2,970 |
(4,612) |
(1,642) |
|||||
Finance income |
- |
1 |
- |
1,618 |
1,619 |
(1) |
1,618 |
|||||
Finance cost |
- |
- |
(129) |
(10,822) |
(10,951) |
129 |
(10,822) |
|||||
Income tax |
24 |
- |
- |
- |
24 |
- |
24 |
|||||
Profit/(Loss) for the period |
24 |
5,328 |
(844) |
(10,846) |
(6,338) |
(4,484) |
(10,822) |
|||||
|
|
|
|
|
|
|
|
|||||
Assets |
121,360 |
369,416 |
2,613 |
503,494 |
996,883 |
(372,029) |
624,854 |
|||||
Liabilities |
135,360 |
47,391 |
2,613 |
159,872 |
345,236 |
(50,004) |
295,232 |
|||||
PPE additions |
273 |
156 |
- |
- |
429 |
(156) |
273 |
|||||
Gas exploration additions |
- |
1,503 |
- |
- |
1,503 |
(1,503) |
- |
|||||
For the period ended 30 June 2017 (unaudited)
|
Upstream continuing operations |
Upstream discontinued operations |
Downstream discontinued operation |
Corporate |
Sub-total |
Eliminations |
Consolidated |
|
(G3E)US$'000 |
(GDG)US$'000 |
(GGD)US$'000 |
(G3E)US$'000 |
US$'000 |
US$'000 |
US$'000 |
Segment revenue: |
|
|
|
|
|
|
|
Sales to external customers |
- |
11,200 |
1,753 |
- |
12,953 |
(12,953) |
- |
Inter-segment sales |
- |
6,694 |
364 |
- |
7,058 |
(7,058) |
- |
|
- |
17,894 |
2,117 |
- |
20,011 |
(20,011) |
- |
|
|
|
|
|
|
|
|
Depreciation |
- |
(1,620) |
(278) |
(22) |
(1,920) |
1,898 |
(22) |
Amortisation |
- |
- |
(356) |
- |
(356) |
356 |
- |
Impairment |
- |
- |
- |
- |
- |
- |
- |
Profit/(loss) from operation |
- |
4,525 |
(186) |
(1,660) |
2,679 |
(4,339) |
(1,660) |
Finance income |
- |
2 |
233 |
4,822 |
5,057 |
(235) |
4,822 |
Finance cost |
- |
- |
- |
(7,435) |
(7,435) |
- |
(7,435) |
Income tax |
22 |
- |
78 |
- |
100 |
(78) |
22 |
Profit/(Loss) for the period |
22 |
4,527 |
125 |
(4,273) |
401 |
(4,652) |
(4,251) |
|
|
|
|
|
|
|
|
Assets |
121,350 |
351,078 |
44,744 |
858,418 |
1,375,590 |
(386,346) |
989,244 |
Liabilities |
125,949 |
24,440 |
71,078 |
500,151 |
721,618 |
(378,909) |
342,709 |
PPE additions |
29 |
80 |
- |
- |
109 |
(80) |
29 |
Gas exploration additions |
722 |
8,223 |
- |
- |
8,945 |
(8,223) |
722 |
For the year ended 31 December 2017 (audited)
|
Upstream continuing operations |
Upstream discontinued operations |
Downstream discontinued operation |
Corporate |
Sub-total |
Eliminations |
Consolidated |
|
(G3E)US$'000 |
(GDG)US$'000 |
(GGD)US$'000 |
(G3E)US$'000 |
US$'000 |
US$'000 |
US$'000 |
Segment revenue: |
|
|
|
|
|
|
|
Sales to external customers |
- |
14,618 |
11,039 |
- |
25,657 |
(25,657) |
- |
Inter-segment sales |
- |
12,500 |
646 |
- |
13,146 |
(13,146) |
- |
|
- |
27,118 |
11,685 |
- |
38,803 |
(38,803) |
- |
Depreciation |
- |
(7,623) |
(1,524) |
(22) |
(9,169) |
9,147 |
(22) |
Amortisation |
- |
- |
1,066 |
- |
1,066 |
(1,066) |
- |
Impairment |
- |
- |
(13,095) |
- |
(13,095) |
13,095 |
- |
Profit/(loss) from operation |
- |
7,577 |
(18,195) |
(4,131) |
(14,749) |
10,618 |
(4,131) |
Finance income |
12 |
1 |
2 |
4,445 |
4,460 |
(3) |
4,457 |
Finance cost |
- |
- |
580 |
(17,426) |
(16,846) |
(580) |
(17,426) |
Income tax |
46 |
2,347 |
166 |
- |
2,559 |
(2,513) |
46 |
Profit/(Loss) for the year |
58 |
9,925 |
(17,447) |
(17,112) |
(24,576) |
7,522 |
(17,054) |
|
|
|
|
|
|
|
|
Assets |
127,550 |
377,513 |
2,619 |
501,513 |
1,009,195 |
(380,133) |
629,062 |
Liabilities |
132,296 |
47,928 |
2,619 |
154,570 |
337,413 |
(50,548) |
286,865 |
PPE additions |
- |
- |
162 |
3 |
165 |
(161) |
4 |
Gas exploration additions |
9,261 |
3,970 |
- |
- |
13,231 |
(3,970) |
9,261 |
4 OTHER INCOME AND FINANCE INCOME
|
|
Six months ended 30 June 2018 |
Six months ended 30 June 2017 |
Year ended 31 December 2017 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Unaudited |
Unaudited |
Audited |
Revaluation of share buyback option |
|
1,618 |
4,817 |
4,455 |
Others |
|
7 |
7 |
2 |
|
|
1,625 |
4,822 |
4,457 |
5 NON-CURRENT ASSETS HELD-FOR-SALE AND DISCONTINUED OPERATION
The assets and liabilities relating to the carve-out of the producing blocks (GSS & GCZ) of Greka Energy (International) B.V., a 100% wholly-owned subsidiary of the Company, have been presented as held for sale following the board decision to launch GSS & GCZ blocks IPO listing in the Hong Kong Stock Exchange. Management expects GSS & GCZ blocks to be sold within the next 12 months.
The assets and liabilities relating to Greka Gas Distribution Ltd, a 100% wholly-owned subsidiary of the Company, have been presented as held for sale following the announcement made to sell Greka Gas Distribution Ltd in the PRC. Management expects Greka Gas Distribution Ltd to be sold within the next 6 months.
(a) Assets of disposal group classified as held-for-sale
|
Note |
As at 30 June 2018 |
As at 30 June 2018 |
As at 30 June 2018 |
|
|
Upstream group |
Downstream group |
Subtotal |
|
|
US$'000 |
US$'000 |
US$'000 |
Property, plant and equipment |
8 |
140,365 |
- |
140,365 |
Gas exploration and appraisal assets |
9 |
216,284 |
- |
216,284 |
Long term prepaid expenses |
|
- |
579 |
579 |
Deferred tax asset |
17 |
4,244 |
- |
4,244 |
Trade and other receivables |
|
8,511 |
1,997 |
10,508 |
Cash and cash equivalents |
|
12 |
37 |
49 |
|
|
369,416 |
2,613 |
372,029 |
|
Note |
As at 31 December 2017 |
As at 31 December 2017 |
As at 31 December 2017 |
|
|
Upstream group |
Downstream group |
Subtotal |
|
|
US$'000 |
US$'000 |
US$'000 |
Property, plant and equipment |
8 |
141,445 |
- |
141,445 |
Gas exploration and appraisal assets |
9 |
223,713 |
- |
223,713 |
Long term prepaid expenses |
|
- |
579 |
579 |
Deferred tax asset |
17 |
4,268 |
- |
4,268 |
Trade and other receivables |
|
7,478 |
822 |
8,300 |
Cash and cash equivalents |
|
609 |
1,219 |
1,828 |
|
|
377,513 |
2,620 |
380,133 |
(b) Liabilities of disposal group classified as held-for-sale
|
Note |
As at 30 June 2018 |
As at 30 June 2018 |
As at 30 June 2018 |
|
|
Upstream group |
Downstream group |
Subtotal |
|
|
US$'000 |
US$'000 |
US$'000 |
Trade and other payables |
|
(18,533) |
(3,248) |
(21,781) |
Deferred tax liabilities |
17 |
(28,945) |
(145) |
(29,090) |
Current tax liabilities |
|
2 |
865 |
867 |
|
|
(47,476) |
(2,528) |
(50,004) |
|
Note |
As at 31 December 2017 |
As at 31 December 2017 |
As at 31 December 2017 |
|
|
Upstream group |
Downstream group |
Subtotal |
|
|
US$'000 |
US$'000 |
US$'000 |
Trade and other payables |
|
(19,061) |
(3,340) |
(22,401) |
Deferred tax liabilities |
17 |
(28,806) |
(145) |
(28,951) |
Current tax liabilities |
|
(61) |
865 |
804 |
|
|
(47,928) |
(2,620) |
(50,548) |
(c) Analysis of the results of discontinued operations is as follows:
|
|
As at 30 June 2018 |
As at 30 June 2018 |
As at 30 June 2018 |
|
Note |
Upstream group |
Downstream group |
Subtotal |
|
|
US$'000 |
US$'000 |
US$'000 |
Revenue: |
3 |
13,727 |
1,525 |
15,252 |
Profit/(loss) from operation |
3 |
5,327 |
(715) |
4,612 |
Finance income |
3 |
1 |
- |
1 |
Finance cost |
3 |
- |
(129) |
(129) |
Income tax |
3 |
- |
- |
- |
Gain/(Loss )after tax of discontinued operations attributable to owners of the company |
|
5,328 |
(844) |
4,484 |
|
|
As at 30 June 2017 |
As at 30 June 2017 |
As at 30 June 2017 |
|
Note |
Upstream group |
Downstream group |
Subtotal |
|
|
US$'000 |
US$'000 |
US$'000 |
Revenue: |
3 |
11,200 |
1,797 |
12,997 |
Profit/(loss) from operation |
3 |
4,525 |
(186) |
4,339 |
Finance income |
3 |
2 |
233 |
235 |
Finance cost |
3 |
- |
- |
- |
Income tax |
3 |
- |
78 |
78 |
Gain/(Loss )after tax of discontinued operations attributable to owners of the company |
|
4,527 |
125 |
4,652 |
|
|
|
|
|
(d) Cash flow from (used in) discontinued operations:
|
|
As at 30 June 2018 |
As at 30 June 2018 |
As at 30 June 2018 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Upstream group |
Downstream group |
Subtotal |
Net cash used in operating activities |
|
2,879 |
(572) |
2,307 |
Net cash generated from investing activities |
|
(1,503) |
- |
(1,503) |
Net cash generated from financing activities |
|
(2,583) |
- |
(2,583) |
Net cash inflow/(outflow) |
|
(1,207) |
(572) |
(1,779) |
|
|
As at 30 June 2017 |
As at 30 June 2017 |
As at 30 June 2017 |
|
|
US$'000 |
US$'000 |
US$'000 |
|
|
Upstream group |
Downstream group |
Subtotal |
Net cash used in operating activities |
|
970 |
5,158 |
6,128 |
Net cash generated from investing activities |
|
(7,700) |
(77) |
(7,777) |
Net cash generated from financing activities |
|
- |
- |
- |
Net cash inflow/(outflow) |
|
(6,730) |
5,081 |
(1,649) |
6 EARNINGS AND (LOSS) PER SHARE
The calculation of basic and diluted profit/(loss) per share attributable to the owners of the Company is based on the following data:
|
Six months ended 30 June 2018 |
Six months ended 30 June 2017 |
Year ended 31 December 2017 |
|
US$'000 |
US$'000 |
US$'000 |
|
Unaudited |
Unaudited |
Audited |
|
|
|
|
Loss for the period attributable to the owners of the Company used in basic and diluted earnings/(loss) per share from: Continuing operations |
(10,822) |
(4,251) |
(17,054) |
Discontinued operations |
4,484 |
4,652 |
(7,522) |
Continuing and discontinued operations |
(6,338) |
401 |
(24,576) |
|
|
|
|
Weighted average number of ordinary shares for the basic and diluted loss/earnings per share |
156,072,289 |
156,072,289 |
156,072,289 |
Basic and diluted earnings/(loss) per share from continuing operations (US$) |
|
(0.069) |
(0.027) |
(0.109) |
Basic and diluted earnings/(loss) per share from discontinued operations (US$) |
|
0.029 |
0.030 |
(0.048) |
Basic and diluted earnings/(loss) per share (US$) |
|
(0.040) |
0.003 |
(0.157) |
Profit/(loss) per share is based on the loss attributable to ordinary equity holders of the Company of divided by the weighted average of ordinary shares in issue during the corresponding period.
No separate calculation of diluted profit/(loss) per share has been presented as, at the date of this financial information, no options, warrants or other instruments that could have a dilutive effect on the share capital of the Company were outstanding.
7 DIVIDENDS
The Directors do not recommend the payment of an interim dividend during the period ended 30 June 2018 and year ended 31 December 2017.
8 PROPERTY, PLANT AND EQUIPMENT
|
Gas assets |
Building and structures |
Construction in progress |
Motor vehicles |
Fixtures, fittings and equipment |
Total |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
Cost |
|
|
|
|
|
|
At 1 January 2017 |
285,869 |
1,220 |
1,493 |
3,802 |
4,751 |
297,135 |
Additions |
- |
15 |
51 |
43 |
56 |
165 |
Share of CUCBM additions |
7,726 |
- |
- |
- |
- |
7,726 |
Change in estimate of CUCBM provision |
(145,945) |
- |
- |
- |
- |
(145,945) |
Disposals |
- |
- |
- |
- |
- |
- |
Transferred to disposal group classified as held for sale (note 5) |
(170,045) |
(1,295) |
(1,636) |
(4,024) |
(4,412) |
(181,412) |
Exchange differences |
22,395 |
60 |
92 |
179 |
208 |
22,934 |
Balance as at 31 December 2017 |
- |
- |
- |
- |
603 |
603 |
Additions |
- |
- |
- |
- |
305 |
305 |
Exchange differences |
- |
- |
- |
- |
(3) |
(3) |
At 30 June 2018 |
- |
- |
- |
- |
905 |
905 |
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
At 1 January 2017 |
19,771 |
579 |
- |
2,128 |
2,074 |
24,552 |
Provided for the year |
7,623 |
101 |
- |
1,163 |
282 |
9,169 |
Impairments loss |
- |
580 |
1,636 |
603 |
2,536 |
5,355 |
Transferred to disposal group classified as held for sale (note 5) |
(28,600) |
(1,295) |
(1,636) |
(4,024) |
(4,412) |
(39,967) |
Exchange differences |
1,206 |
35 |
- |
130 |
90 |
1,461 |
Balance as at 31 December 2017 |
- |
- |
- |
- |
570 |
570 |
Provided for the period |
- |
- |
- |
- |
63 |
63 |
Exchange differences |
- |
- |
- |
- |
(1) |
(1) |
At 30 June 2018 |
- |
- |
- |
- |
632 |
632 |
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
At 30 June 2018 |
- |
- |
- |
- |
273 |
273 |
At 31 December 2017 |
- |
- |
- |
- |
33 |
33 |
9 GAS EXPLORATION AND APPRAISAL ASSETS
Cost |
|
US$'000 |
|
|
|
At 1 January 2017 |
|
1,034,117 |
Additions |
|
13,231 |
Capitalisation of internal costs |
|
3,461 |
Share of gas exploration and appraisal assets from CUCBM |
|
13,886 |
Reversal of Share of gas exploration and appraisal assets from CUCBM |
|
(288,872) |
Classified as held for sale(note 5) |
|
(223,713) |
Exchange differences |
|
65,790 |
At 31 December 2017 (audited) |
|
617,900 |
|
|
|
Capitalisation of internal costs |
|
1,601 |
Exchange differences |
|
(5,708) |
At 30 June 2018 (unaudited) |
|
613,793 |
10 TRADE AND OTHER RECEIVABLES
|
|
As at 30 June 2018 |
As at 31 December 2017 |
|
|
US$'000 |
US$'000 |
|
|
Unaudited |
Audited |
Trade receivables |
|
- |
- |
Prepayments |
|
- |
72 |
Other receivables |
|
2,869 |
1,928 |
Amount due from related parties |
|
5,495 |
6,167 |
|
|
8,364 |
8,167 |
11 CASH AND CASH EQUIVALENTS
An analysis of the balances of cash and cash equivalents is as follows:
|
|
As at 30 June 2018 |
As at 31 December 2017 |
|
|
US$'000 |
US$'000 |
|
|
Unaudited |
Audited |
Cash and bank balances |
|
1,087 |
1,347 |
|
|
|
|
Significant non-cash transactions are as follows:
|
|
US$'000 Unaudited |
US$'000 Audited |
|
|
|
|
Investing activities |
|
- |
- |
- Change in estimate relating to CUCBM provision |
|
- |
(410,313) |
|
Current loans and borrowing
|
USD'000 |
At 1 January 2018 |
149,064 |
Cash flows |
- |
Accrued interest |
10,822 |
At 30 June 2018 |
159,886 |
|
|
At 1 January 2017 |
136,142 |
Cash flows |
(4,400) |
Accrued interest |
17,322 |
At 31 December 2018 |
149,064 |
12 TRADE AND OTHER PAYABLES
|
|
As at 30 June 2018 |
As at 31 December 2017 |
|
|
US$'000 |
US$'000 |
|
|
Unaudited |
Audited |
Trade payables |
|
7,659 |
6,712 |
Amounts due to related parties |
|
1,839 |
3,486 |
|
|
9,498 |
10,198 |
13 CONVERTIBLE NOTES
|
|
As at 30 June 2018 |
As at 31 December 2017 |
|
|
US$'000 |
US$'000 |
|
|
Unaudited |
Audited |
Brought forward from prior year |
|
53,132 |
47,347 |
Accrued interest |
|
2,773 |
5,785 |
|
|
55,905 |
53,132 |
As at 30 June 2018, the Company had one (31 December 2017: one) convertible note in issue repayable within 1 year.
Convertible note issued 2014
US$50 million 7% coupon convertible note due 2017
On 2 June 2014, 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. 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.
Convertible note amendment
US$50 million 10% coupon convertible note due 2020
In December 2016, the Company reached agreement with the note holder to extend the maturity of the US$50 million convertible note entered into in June 2014. Under the agreement, the note remains unsecured, has a revised coupon of 10% and a maturity date extended to 31 December 2020. The Company issued an option for the note holder to require (one-time) early repayment on the original maturity date, the option being exercisable at the discretion of the note holder by 28 April 2017. The conversion price of the note was amended to US$2.83 per share representing a 25% premium over the 13 December 2016 closing price.
During the year ended 31 December 2017, the company reached agreement with the note holder to extend the period during which the put option is exercisable to 20 November 2018.
At final maturity of the note, the note holder has the right to require the Company to purchase all of its share holdings up to a maximum limit of 10,775,578 shares or 6.69% of the entire issued share capital of the Company at a price based on the 90 day VWAP calculated as of 31 December 2020 and to be settled prior to 30 April 2021. See the share buyback option liability below.
*Share buyback option liability
|
|
As at 30 June 2018 |
As at 31 December 2017 |
|
|
US$'000 |
US$'000 |
|
|
Unaudited |
Audited |
Brought forward from prior year |
|
3,469 |
7,924 |
Revaluation of share buyback option |
|
(1,618) |
(4,455) |
|
|
1,851 |
3,469 |
(a) Accounting for convertible notes
On initial recognition, the fair value of the liability component of the convertible loan note was determined using the prevailing market interest rate of similar debts without conversion option and early redemption options. For the note issued during 2014, the rate considered to be comparable was 10%. The loan note is subsequently carried at amortised cost.
The equity element arising from the conversion option of their convertible notes, being the residual value at initial recognition, is presented in the equity heading "convertible note equity reserve", as disclosed in note 24 to the financial statements.
On the amendment of the convertible note, the original financial liability was extinguished and the convertible reserve was transferred to retained earnings through reserves. The fair value of the liability component of the amended convertible loan was determined using the prevailing market interest rate of similar debts without conversion option and early redemption options. the rate considered to be comparable was 12%. The loan note is subsequently carried at amortised cost.
The equity element arising from the conversion option of the convertible notes, being the residual value at initial recognition, is presented in the equity heading "convertible note equity reserve", as disclosed in note 24 to the financial statements.
The terms of the convertible note include a clause whereby if another loan held by the Company becomes in default then the convertible note would also be in default. At the balance sheet date, no other loans were in default but there was a breach of covenants on the Company's public corporate bond
14 BONDS AND DERIVATIVE FINANCIAL INSTRUMENT
On 8 December 2014, G3E issued a public corporate bond (the "Bond") in the amount of US$88,000,000. The bond was issued at a discount of 2.5% and is senior secured three-year paper due on 20 November 2017. The Bond carries a 10% coupon payable semi-annually and also carries a redemption premium of 2% at maturity. The Bond is secured by a pledge over the shares of Greka Gas China, a wholly-owned subsidiary of G3E. The bond was initially recorded at fair value and is subsequently carried at amortised cost. Issue fees of US$1,893,000 were offset against the principal amount of the bond and will be amortised as part of the effective interest rate charge to the maturity date. The redemption premium is amortised as part of the effective interest rate charge to the maturity date. The following table summarises the movements in the bond:
|
|
As at 30 June 2018 |
As at 31 December 2017 |
|
|
US$'000 |
US$'000 |
|
|
Unaudited |
Audited |
Brought forward from prior year |
|
95,932 |
88,795 |
Accrued interest |
|
8,049 |
11,537 |
Interest payment |
|
- |
(4,400) |
|
|
103,981 |
95,932 |
As disclosed in the Company's 2017 annual report, due to the non-inclusion of CUCBM's revenue and related costs, the Company's 2017 financial statements failed to meet two of the bonds' financial covenants. The bonds are disclosed as a current liability at the period end of 2017 and 2018 as they are due on November 2017 and are therefore overdue.
15 PROVISIONS
The cost recovery provision accounted for in upstream discontinued operations (Note 5) also includes US$13,000,000 (2016: US$13,000,000) in respect of exploration costs incurred by CUCBM prior to the PSC period. The Group has an option to increase its participating interest in the GSS Block from its current 60% to 70% by investing two installments of US$6,500,000, one prior to 31 December 2017, and the second prior to 31 December 2018. The amount is unsecured and does not bear interest. Discounting is considered to be immaterial. See note 19 for more information.
16 SHARE CAPITAL AND RESERVES
|
Authorised |
Issued and fully paid |
||
|
Number |
|
Number |
|
|
of shares |
US$ |
of shares |
US$ |
At 1 January 2017, 31 December 2017 and 30 June 2018 ordinary shares of US$0.0001 each |
500,000,000 |
50,000 |
156,072,289 |
15,607 |
Nature and purpose of reserves
(i) Share premium
The amount relates to subscription for or issue of shares in excess of nominal value. The application of the share premium account is governed by the Companies Law of the Cayman Islands.
(ii) Share redemption reserve
The amount represents the initial value of the liability in respect of the option the company has granted to buy back shares.
(iii) Convertible note equity reserve
The amount represents the value of the unexercised equity component of the convertible note issued by the Company recognised in accordance with the Group's accounting policy.
(iv) Share based payment reserve
The amount relates to the fair value of the share options that have been expensed through the income statement less amounts, if any, that have been transferred to the retained earnings/deficit upon exercise.
(v) Foreign exchange reserve
The amount represents gains/losses arising from the translation of the financial statements of foreign operation the functional currency of which is different from the presentation currency of the Group.
(vi) Retained deficit
The amount represents cumulative net gains and losses recognised in consolidated profit or loss less any amounts reflected directly in other reserves.
17 DEFERRED TAXATION
(a) Deferred tax assets
|
|
US$'000 |
|
|
|
At 1 January 2017 |
|
2,079 |
Additions |
|
2,347 |
Exchange differences |
|
159 |
Classified as held for sale(note 5) |
|
(4,268) |
At 31 December 2017 - audited |
|
317 |
Movement in classified as held for sale(note 5) |
|
24 |
Exchange differences |
|
(4) |
At 30 June 2018 (unaudited) |
|
337 |
(b) Deferred tax liabilities
|
|
US$'000 |
|
|
|
At 1 January 2017 |
|
144,831 |
Reversal of temporary difference |
|
(177) |
Exchange differences |
|
8,434 |
Classified as held for sale(note 5) |
|
(28,951) |
At 31 December 2017 - audited |
|
124,137 |
Movement in classified as held for sale(note 5) |
|
(139) |
Reversal of temporary difference |
|
- |
Exchange differences |
|
(1) |
At 30 June 2018 (unaudited) |
|
123,997 |
|
|
As at 30 June 2018 US$'000 |
As at 31 December 2017 US$'000 |
|
|
Unaudited |
Audited |
Recognised deferred tax (liabilities) and assets at PRC rate of 25% |
|
|
|
Deferred tax assets and liabilities are attributable to the following: |
|
|
|
Fair value adjustments in exploration and evaluation assets |
|
(123,997) |
(124,137) |
|
|
|
|
Tax losses - overseas |
|
337 |
317 |
|
|
|
|
Unrecognised deferred tax assets |
|
|
|
Deferred tax assets have not been recognised in respect of the following: |
|
|
|
Tax losses - overseas |
|
- |
- |
Potential unrecognised tax benefit at PRC rate of 25% |
|
- |
- |
The deductible temporary timing differences do not expire under current tax legislation. PRC tax losses expire after five years. Deferred tax assets have not been recognised in respect of the full value of these items because at this point in the Groups development it is not virtually certain that future taxable profits will be available against which the Group companies can utilise the benefits of these tax losses in the near future. The Group has not offset deferred tax assets and liabilities across different jurisdictions.
18 SUBSIDIARIES
The principal subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows:
|
|
|
As at 30 June 2018Percentage of ownershipinterest held |
As at 31 December 2017 |
||
Name |
Place of incorporation |
Principal activities |
Directly |
Indirectly |
Directly |
Indirectly |
|
|
|
|
|
|
|
Greka Gas China Limited |
Cayman Islands |
Investment holding |
100% |
- |
100% |
- |
Greka Energy(International).B.V. |
Amsterdam,Netherlands |
Exploration, development and production of coal bed methane |
- |
100% |
- |
100% |
GDGF Ltd |
British Virgin Islands |
Investment holding |
- |
100% |
- |
- |
Greka GSN Ltd |
British Virgin Islands |
Exploration, development and production of coal bed methane |
- |
100% |
- |
100% |
Greka Integrated Products Ltd |
British Virgin Islands |
Investment holding |
- |
100% |
- |
100% |
Greka GFC Ltd |
British Virgin Islands |
Exploration, development and production of coal bed methane |
- |
100% |
- |
100% |
Greka Gas Distribution Ltd |
British Virgin Islands |
Investment holding |
- |
100% |
- |
100% |
Greka GQY Ltd |
British Virgin Islands |
Exploration, development and production of coal bed methane |
- |
100% |
- |
100% |
Greka Exploration and Production Ltd |
Cayman Islands |
Investment holding |
- |
100% |
- |
100% |
Greka GPX Ltd |
British Virgin Islands |
Exploration, development and production of coal bed methane |
- |
100% |
- |
100% |
Zhengzhou Greka Gas Co.,Ltd. |
The PRC |
Supply and distribution of natural gas |
- |
100% |
- |
100% |
PingDingShan Greka Gas Co.,Ltd |
The PRC |
Supply and distribution of natural gas |
- |
100% |
- |
100% |
Gongyi Greka Transportation Co.,Ltd |
The PRC |
Investment holding |
- |
100% |
- |
100% |
Greka Guizhou E&P Ltd |
British Virgin Islands |
Exploration, development and production of coal bed methane |
- |
100% |
- |
100% |
Yanjin Changda Gas Station |
The PRC |
Supply and distribution of natural gas |
- |
100% |
- |
100% |
19 JOINT ARRANGEMENTS
The Group currently operates under six (2017: six) production sharing contracts ("PSCs") for the exploration and development of CBM gas in the PRC.
Background
On 8 January 2003, the Group entered into four PSCs with CUCBM to explore, develop and produce coal bed methane in five blocks comprising Shizhuang South ("GSS"), Chengzhuang ("GCZ"), Shizhuang North ("GSN"), Qinyuan ("GQY") and Panxie East ("GPX"). GSS, GCZ, GSN and GQY are located in Shanxi Province with PanxieEast located in Anhui Province.
In 2003 the Group also obtained the rights as foreign contractor related to the Fengcheng ("GFC") PSC. This PSC, dated 13 August 1999, was originally entered between Saba Petroleum Inc. as foreign contractor and CUCBM. Saba Petroleum Inc. was a related company of the Group by way of the common controlling shareholder, Mr. Randeep S. Grewal. The GFC block is located in Jiangxi Province.
Under the terms of these five PSCs the Group, as operator, agreed to provide funds and apply its technology and managerial experience and to cooperate with CUCBM to explore, develop and produce coal bed methane from the license areas. CUCBM as a state-owned enterprise is eligible to apply for the exclusive rights for the exploitation of coal bed methane in the areas as defined in the contracts.
The PSCs provide that all costs incurred in the exploration stage shall be borne by the Group. The terms of the PSCs require the Group to cooperate with the state partner to submit the Overall Development Plan to the relevant authorities. Upon approval of the ODP by the Chinese authorities, the PSC operations are determined to have entered the development stage. However, as detailed in Note 2in circumstances when the approval of ODP is delayed other factors, including the substantive nature of operations and cash generation, may be considered to determine whether the development stage has been reached regardless of formal ODP approval.
Where it is determined that an asset is in the development stage based on facts and circumstances then the associated investment balance is reclassified from the exploration and appraisal category to the property, plant and equipment category of fixed assets. The responsibility for procuring approval of the ODP lies with the State partner. Once formally in the development stage the cost sharing mechanisms within the PSCs become effective and development and operating costs are borne by the partners in accordance with their respective equity interests in the relevant PSCs. Once production commences the cost recovery mechanism within the PSCs provides that the proceeds of production output (after deduction of value-added tax and any royalty payable to the Chinese tax authority) are allocated as follows:
· firstly towards operating costs recovery in the proportion above mentioned (the "Sharing Proportion");
· secondly to exploration cost recovery; and
· thirdly to development cost recovery (including deemed interest as appropriate).
Any unallocated revenue after cost recovery is allocated to the partners in accordance with their equity participation in the PSC after calculating a final royalty payable to the Chinese Authorities. The final royalty is based on a sliding scale from 0% to the maximum payable of 15% and calculated over total block production.
The five PSCs each have a term of 30 years, with a production period of not more than 20 consecutive years commencing on a date determined by the Joint Management Committee but aligned with the approval date of ODP. The JMC is established in accordance with the PSC between the Group and CUCBM to oversee the operations in the contracted area. Currently all the six blocks covered by these five production sharing contracts are formally in the exploration stage based on the Chinese requirement for ODP approval before transition to development. In 2015 the assets associated with area 4 within the GSS block were reclassified as property, plant and equipment due to the substantive nature of the production operations and associated cash generation from this area.
PSCs held with PetroChina (CNPC)
Chengzhuang block ("GCZ")
In August 2014, the Group finalised and signed the Cooperation Agreement with PetroChina in respect of the GCZ block in accordance with a memorandum of understanding previously entered in December 2013. GCZlies within the GSS licence area and prior to the Cooperation Agreement was governed by the GSS PSC. The Cooperation Agreement reaffirms the rights of the Group contained in the PSC over the GCZ block. The Cooperation Agreement confirms the Group's 47% participating interest in the block and defines the term of the agreement as running from March 2010 to March 2033.
The Cooperation Agreement confirmed the Group's contribution to cumulative capital expenditure and its share of net revenue. The Cooperation Agreement also confirmed the Group's entitlement to its share of the downstream infrastructure assets in place, including the gas gathering station, together with the Group's funding obligation for those assets. The Group recorded US$10,900,000 within property, plant and equipment in respect of its 47% share in these assets in 2014 based on the final agreement of the costs associated with the downstream infrastructure. The Group also elected to settle its obligation for all historic amounts due to PetroChina through its share of future production.
In 2015 PetroChina achieved cost recovery in respect of its historic investment in the GCZ block. Following cost recovery by PetroChina the Group is receiving its proportion of revenue in cash each month. As a result, the billing arrangements for GCZ have moved to a full joint operations basis where the Group receives its share of revenue on the conclusion of each month and is separately cash-called for its share of opex and capex on a month-ahead basis. Cash calls are reconciled to actual expenditure quarterly.
The following table summarises the Group's share of the capital expenditure and net revenues arising from the GCZ block for the current period and prior year.
|
|
30 June 2018 US$'000 Unaudited |
31 December 2017 US$'000 Audited |
|
|
|
|
Capital expenditure |
|
- |
- |
Revenue and other income |
|
6,142 |
10,692 |
Total operational costs and expenses |
|
(2,109) |
(6,776) |
Net Profit |
|
4,033 |
3,916 |
|
|
|
|
Amount due from/(to) PetroChina |
|
|
|
Opening balance |
|
3,935 |
1,487 |
Capital expenditure for GCZ block |
|
- |
- |
Share of profit for GCZ block |
|
2,010 |
3,917 |
Cash received |
|
(5,300) |
(1,469) |
Closing balance |
|
645 |
3,935 |
The balance due from PetroChina is included within trade and other receivables, is unsecured and interest free.
Baotian-Qingshan block ('GGZ')
In addition, Greka Guizhou E&P Ltd., a subsidiary of the Company, is party to a PSC with PetroChina to explore for and develop coal bed methane resources in Guizhou Province. The Group has a 60% participating interest in GGZ and has provided a performance bond against its pilot exploration programme commitment in the amount of US$1,000,000 (31 December 2017: US$1,000,000). At 30 June 2018, the cumulative net investment made by the Group in GGZ was US$36,566,000 (31 December 2017: US$35,960,000), of which US$606,000 was invested in the six months ended 30 June 2018.
PetroChina is a subsidiary of state-owned China National Petroleum Corporation (CNPC), headquartered in Dongcheng District, Beijing.
PSCs held with CUCBM (CNOOC)
Framework Agreement with CUCBM
On 31 March 2014, and following the identification of unauthorised drilling activities across several of the Group's blocks by CUCBM, the Group entered a Framework Agreement CUCBM the purpose of which was to amend and clarify the rights of both the Group and CUCBM in relation to the PSCs jointly held between the parties. Under the terms of the Framework agreement, the Group's percentage share in the relevant blocks were updated and confirmed as follows:
PSC |
G3E share |
CUCBM share |
|
Shizhuang South |
60% |
40% |
G3E share increasing to 70% on payment of US$13,000,000 to CUCBM |
Shizhuang North |
50% |
50% |
|
Quinyan Area A |
10% |
90% |
|
Quinyan Area B |
60% |
40% |
|
Fengcheng |
49%* |
51% |
|
Panxie East |
60%* |
40% |
|
* unchanged
The Framework Agreement reaffirmed the status of the PSC's. Under the PSCs, the exploration costs were due to be incurred by the Group, with the Group carrying the exploration risk and the associated costs being recovered from future production. Notwithstanding the terms of the PSC, CUCBM undertook significant unauthorised exploration work within the license area incurring gross expenditure of US$611,300,000 related to the drilling of wells and the establishment of certain infrastructure across the PSC blocks.
In the prior year a provision for a potential liability to CUCBM was recognised on the basis of there being a dispute over the historic wells drilled by CUCBM. The provision represented the best estimate of the Group's obligation to settle its share of the costs of the disputed wells.
Upon finalisation of the Supplemental Agreements in 2017, the original dispute that arose is now settled, and the outcome is that CUCBM will recover its historic costs through potential future production. As described in the accounting policies, the Group's oil and gas assets are accounted for as joint operations and the Group therefore accounts for its share of income and expenditure. As such, it is no longer appropriate for the Group to recognise CUCBM's historic costs. As the disputed wells are no longer subject to a settlement obligation, it is deemed appropriate to reduce the provision to $nil. The original recognition of the provision had no impact on the income statement and therefore the reversal of the provision also has no impact on the income statement, and is recognised as a reduction to the Group's exploration assets. The change in provision represents a change in accounting estimate as a result of the Supplemental Agreements executed in 2017.
The following table summarises the cost recovery provision which also represents the Group's cumulative share of capital expenditure:
|
As at 30 June 2018 US$'000 Unaudited |
As at 31 December 2017 US$'000 audited |
|
|
|
Opening balance |
- |
401,702 |
Capital additions in the period |
- |
21,612 |
Reclassified to payable |
- |
(13,000)* |
FX (gain)/loss |
- |
24,503 |
Change in estimate of CUCBM provision |
- |
(434,817) |
Closing provision for amounts due to CUCBM |
- |
- |
* $13 million has been reclassified to payables due to management's intention to exercise the option to obtain a higher share rate.
The cumulative expenditure by CUCBM across the PSCs, which the Group is reimbursing through future production, bears interest at 9%. No discounting of the provision applies given the interest bearing nature.
Under the original Shizhuang South PSC and as reaffirmed by the Framework Agreement US$13,000,000 included within provisions (2017: US$13,000,000) represent amounts payable to CUCBM in respect of exploration costs incurred by CUCBM on GSS prior to the original PSC between the parties. The Group has an option to increase its participating interest in the GSS Block from its current 60% to 70% by investing two installments of US$6,500,000, one prior to 31 December 2017, and the second prior to 31 December 2018. The balance is unsecured, and interest-free. Discounting is considered immaterial. The obligation is classified as a provision given the option to increase its participating interest in the GSS Block is at the Company.
Shizhuang North PSC
Under the terms of the Framework Agreement, the Group agreed to reduce its interest in the GSN Block by 10% in return for CUCBM providing the Group with a carried interest of US$100,000,000 related to exploration and development expenditure across the block. The Group has incurred US$7,700,000 on the block which is currently held as exploration asset. No gain in respect of the committed future expenditure as compared to the 10% interest in the Group's existing assets has been recognised under the Group's accounting policy.
Fengcheng PSC
According to the Supplementary Agreement signed in September 2017, the exploration period is from 15 April 2014 to 14 April 2019. The group is required to undertake $8.9 million discretionary capital expenditure prior to the expiry of the exploration period.
Panxie PSC
According to the Supplementary Agreement signed in September 2017, the exploration period is from 15 April 2014 to 14 April 2019. The group is required to undertake $4.2 million discretionary capital expenditure prior to the expiry of the exploration period.
Qinyuan PSC
According to the Supplementary Agreement signed in September 2017, the exploration period is from 15 April 2014 to 14 April 2019. The group is required to undertake $27 million discretionary capital expenditure prior to the expiry of the exploration period.
According to the supplementary agreement, the Group will pay CUCBM for any unfulfilled balance of the minimum commitment converted into cash, together with relinquishment of certain percentage of the block. Based on the Group's assessments, it is confident that future minimum commitments will be fulfilled accordingly.
CUCBM is majority owned by China National Offshore Oil Corp and is headquartered in Dongcheng District, Beijing.
Baotian-Qingshan block ('GGZ')
In addition, Greka Guizhou E&P Ltd, a subsidiary of the Company, is party to a PSC with PetroChina to explore for and develop coal bed methane resources in Guizhou Province. The Group is entitled to earn a 60% interest in GGZ by funding up to US$8,000,000 in respect of an exploration pilot programme and has provided a performance bond against this commitment in the amount of US$1,000,000 (31 December 2017: US$1,000,000). At 30 June 2018, the cumulative net investment made by the Group in GGZ was US$36,566,000 (31 December 2017: US$35,960,000), of which US$606,000 was invested in the six months ended 30 June2018.
PetroChina is a subsidiary of state-owned China National Petroleum Corporation (CNPC), headquartered in Dongcheng District, Beijing.
20 RELATED PARTY TRANSACTIONS
Save as disclosed in notes 10, 11, 13 and 18, 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$5,495,000 (31 December 2017: US$6,167,000) and amounts due to related parties of US$1,839,000 (31 December 2017: US$3,486,000) are companies that are subsidiaries of Greka Drilling Ltd., Greka Engineering & Technology Ltd., and Greka CBM Comprehensive Utilization Co., Ltd (Party B) which are companies under common control. The Group has contracts with both companies regarding drilling services and gas processing respectively. All amounts due from related parties are unsecured, interest free and repayable on demand.
· Amounts due from CNPC of US$645,000 (31 December 2017: Amounts due from CNPC of US$3,935,000), 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. The balance is unsecured and interest-free.
· Amounts due to CUCBM under the Framework Agreement. These are detailed in note 19.
· Drilling costs of US$560,000 (31 December 2017: US$6,890,000) on services provided by wholly-owned subsidiaries of Greka Drilling Limited.
· Incurred infrastructure services costs of US$3,470,000 (31 December 2017: US$6,250,600) from wholly-owned subsidiaries of Greka Engineering and Technology Limited.
· Sold gas of US$1,007,000 (31 December 2017: US$1,454,000) to a wholly-owned subsidiary of Greka Engineering and Technology Limited for power generation.
· Sold gas of US$5,383,000 (31 December 2017: US$nil) to a wholly-owned subsidiary of Greka Engineering and Technology Limited for gas supply.
21 OPERATING LEASE COMMITMENTS
At the reporting dates, the Group had commitments, as lessee, for future minimum lease payments under non-cancellable operating lease in respect of land and buildings which fall due as follows:
|
|
As at 30 June 2018 |
Year ended 31 December 2017 |
|
|
2018 |
2017 |
|
|
USD'000 Unaudited |
USD'000 Audited |
No Later than 1 year |
|
1,543 |
1,944 |
Later than 1 year and no later than 5 years |
|
864 |
1,071 |
|
|
2,407 |
3,015 |
22 CAPITAL COMMITMENTS
|
|
As at 30 June 2018 |
Year ended 31 December 2017 |
|
|
2018 |
2017 |
|
|
USD'000 Unaudited |
USD'000 Audited |
Capital expenditure contracted but not provided for in respect of -additions to exploration costs and appraisal assets |
|
7,011 |
7,017 |
-acquisition of property , plant and equipment |
|
- |
- |
|
|
7,011 |
7,017 |
The Group is required to undertake certain discretionary capital expenditures upon signing supplementary agreements with CUCBM on certain blocks, details of which are disclosed in note 19.
For disclosure of discretionary commitments under the CUCBM supplementary agreement, see note 19.
23 FINANCIAL INSTRUMENTS
Financial Assets |
|
As at 30 June 2018 |
Year ended 31 December 2017 |
|
2018 |
2017 |
|
|
USD'000 Unaudited |
USD'000 Audited |
|
Loans and receivable: |
|
|
|
Trade and other receivables |
|
8,364 |
8,167 |
Restricted Cash |
|
1,000 |
1,000 |
Cash and cash equivalents |
|
1,087 |
1,347 |
Total financial assets |
|
10,451 |
10,514 |
Financial Liabilities |
|
As at 30 June 2018 |
Year ended 31 December 2017 |
|
2018 |
2017 |
|
|
USD'000 Unaudited |
USD'000 Audited |
|
At amortised cost: |
|
|
|
Trade and other payables |
|
9,498 |
10,198 |
Convertible notes |
|
55,905 |
53,132 |
Bonds |
|
103,981 |
95,932 |
Share buyback option liabilities |
|
1,851 |
3,469 |
Total financial liabilities |
|
171,235 |
162,731 |
The carrying value of the financial asset and liabilities is approximately equal to their fair value at 30 June 2018 and 31 December 2017.
Interest rate risk
The Group's income and operating cash flows are substantially independent of changes in market interest rates. The Group's bond and convertible loan note bear fixed interest. The Group has not entered into any cash flow interest rate hedging contracts or any other derivative financial instruments for hedging purposes. However, the management closely monitors its exposure to future cash flow as a result of changes in market interest rates, and will consider hedging such changes should the need arise.
The interest rate profile of the Group's financial assets at each year end was as follows:
|
|
As at 30 June 2018 |
Year ended 31 December 2017 |
|
|
2018 |
2017 |
||
|
USD'000 Unaudited |
USD'000 Audited |
||
Cash and cash equivalents |
|
|
||
USD |
Non-interest bearing |
2 |
2 |
|
USD |
Floating rate |
1,001 |
1,056 |
|
GBP |
Non-interest bearing |
1 |
1 |
|
GBP |
Floating rate |
3 |
3 |
|
CAD |
Floating rate |
1 |
1 |
|
RMB |
Non-interest bearing |
52 |
135 |
|
RMB |
Floating rate |
2 |
1,731 |
|
HKD |
Non-interest bearing |
24 |
245 |
|
HKD |
Floating rate |
1 |
1 |
|
Other financial assets |
|
|
||
USD |
Non-interest bearing |
3,267 |
2,396 |
|
RMB |
Non-interest bearing |
5,603 |
14,579 |
|
HKD |
Non-interest bearing |
494 |
489 |
|
|
|
10,451 |
20,639 |
|
The weighted average interest rate earned during the year was 0.15% (2017: 0.20%) on floating rate US dollar cash balances, 0.03% (2017: 0.05%) on floating rate GBP balances and 0.45% (2017: 0.52%) on floating rate RMB balances. At the year end, the Group had cash on short-term deposit for periods of between over-night and one week.
The interest rate profile of the Group's financial liabilities at each year end was as follows:
|
|
As at 30 June 2018 |
Year ended 31 December 2017 |
|
|
2018 |
2017 |
||
|
USD'000 Unaudited |
USD'000 Audited |
||
Loans and borrowings, convertible notes and bonds financial liability |
|
|
||
USD |
Fixed rate |
159,886 |
149,064 |
|
Other financial liabilities |
|
|
||
USD |
Non-interest bearing |
5,387 |
5,085 |
|
RMB |
Non-interest bearing |
5,903 |
30,776 |
|
GBP |
Non-interest bearing |
49 |
49 |
|
HKD |
Non-interest bearing |
10 |
154 |
|
|
|
11,349 |
36,064 |
|
The interest rates payable during the year was 10% (2017: 10%) on US dollars convertible notes and 12% (2017: 10%) on US dollars bonds. If all interest rates had been 50 basis points higher/lower, with all other variables held constant, post-tax profit would have been US$nil (2017: US$nil) higher/lower and there will be no impact on other components of equity.
Foreign currency risk
While the Group continually monitors its exposure to movements in currency rates, it does not utilise hedging instruments to protect against currency risks. The main currency exposure risk to the Group has been in relation to the trade payable and other payables denominated in RMB. The Directors consider the foreign currency exposure to be limited. Receivables are generated in RMB, operational cash balances are held in RMB, revenues and future revenues from certain subsidiary operations will be generated in RMB.
As at 30 June 2018 (Unaudited) |
In NOK |
In CAD |
In USD |
In RMB |
In GBP |
IN HKD |
Total in USD |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
Financial Assets |
|
|
|
|
|
|
|
Trade and other receivables |
- |
- |
2,267 |
5,603 |
- |
494 |
8,364 |
Restricted cash |
- |
- |
1,000 |
- |
- |
- |
1,000 |
Cash and cash equivalents |
- |
- |
1,004 |
53 |
5 |
25 |
1,087 |
|
- |
- |
4,271 |
5,656 |
5 |
519 |
10,451 |
Financial Liabilities |
|
|
|
|
|
|
|
Financial Assets |
|
|
|
|
|
|
|
Trade and other payables |
49 |
- |
3,536 |
5,903 |
- |
10 |
9,498 |
Convertible notes and bonds |
- |
- |
159,886 |
- |
- |
- |
159,886 |
Derivative financial liabilities |
- |
- |
1,851 |
- |
- |
- |
1,851 |
|
49 |
- |
165,273 |
5,903 |
- |
10 |
171,235 |
As at 31 December 2017 (Audited) |
In NOK |
In CAD |
In USD |
In RMB |
In GBP |
IN HKD |
Total in USD |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
Financial Assets |
|
|
|
|
|
|
|
Trade and other receivables |
- |
- |
1,396 |
6,281 |
- |
489 |
8,167 |
Restricted cash |
- |
- |
1,000 |
- |
- |
- |
1,000 |
Cash and cash equivalents |
- |
- |
1,059 |
39 |
4 |
246 |
1,347 |
|
- |
- |
3,455 |
6,320 |
4 |
735 |
10,514 |
Financial Liabilities |
|
|
|
|
|
|
|
Trade and other payables |
49 |
- |
1,616 |
8,373 |
- |
154 |
10,192 |
Convertible notes and bonds |
- |
- |
149,064 |
- |
- |
- |
149,064 |
Derivative financial liabilities |
- |
- |
3,469 |
- |
- |
- |
3,469 |
|
49 |
|
154,149 |
8,373 |
- |
154 |
162,725 |
The above RMB cash, trade and other receivables, trade and other payables and other financial liabilities balances are denominated in a currency other than US dollars. A 3% decrease in the US dollar/RMB exchange rate would result in reported profits for the year ended 30 June 2018 being US$265,000 (31 December 2017: 537,000) higher or lower respectively.
Liquidity risk
The liquidity risk of each group entity is managed centrally by the group treasury function. The investment budgets and work plans are set by the operating teams in the PRC and agreed by the Board annually in advance, enabling the Group's cash requirements to be anticipated. Where facilities of group entities need to be increased, approval must be sought from the Board. Further disclosures on liquidity risk and going concern are included in note 2.
All surplus cash is held centrally to maximise the returns on deposits through economies of scale while required cash will be remitted to the PRC based on monthly cash-call basis.
The maturity profile of the Group's financial liabilities at the reporting dates based on contractual undiscounted payments are summarised below:
|
Six months or less |
Six months to one year |
Within one to five years |
Over five years |
Undiscounted payments |
Adjustments |
Carrying balance |
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
At 30 June 2018 (unaudited) |
|
|
|
|
|
|
|
Trade and other payables |
9,499 |
- |
- |
- |
9,499 |
|
9,499 |
Convertible notes and bonds |
9,822 |
150,064 |
- |
- |
159,886 |
|
159,886 |
Share buyback option liabilities |
- |
- |
4,400 |
- |
4,400 |
(2,549) |
1,851 |
|
19,321 |
150,064 |
4,400 |
- |
173,785 |
(2,549) |
171,236 |
|
Six months or less |
Six months to one year |
Within one to five years |
Over five years |
Undiscounted payments |
Adjustments |
Carrying balance |
||
|
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
US$'000 |
||
At 31 December 2017 (Audited) |
|
|
|
|
|
|
|
||
Trade and other payables |
10,198 |
- |
- |
- |
10,198 |
- |
10,198 |
||
Convertible notes and bonds |
6,900 |
156,844 |
- |
- |
164,744 |
(14,680) |
150,064 |
||
Share buyback option liabilities |
- |
- |
4,400 |
- |
4,400 |
(971) |
3,469 |
||
|
17,098 |
156,844 |
4,400 |
- |
179,382 |
(15,651) |
163,731 |
||
Notes:
(i) Undiscounted payments are drawn up based on the earliest date on which the Group can be required to pay. They include both principal and interest cash outflows.
(ii) In the period ended 30 June 2018 and 31 December 2017, the adjustment to the convertible notes and bonds represents the impact of the unamortised transaction costs and future interest.
(iii) Carrying balance represents the balance per consolidated statement of financial position at the end of each reporting period.
Credit risk
The Group's maximum exposure to credit risk by class of individual financial instrument is shown below:
|
|
30 June 2018 (Unaudited) |
31 Dec 2017 (Audited) |
||
|
|
Carrying value |
Maximum |
Carrying value |
Maximum |
|
|
value |
exposure |
value |
exposure |
Current asset |
USD$'000 |
USD$'000 |
USD$'000 |
USD$'000 |
|
Trade and other receivables |
8,364 |
8,364 |
8,167 |
8,167 |
|
Restricted cash |
1,000 |
1,000 |
1,000 |
1,000 |
|
Cash and cash equivalents |
1,087 |
1,087 |
1,347 |
1,347 |
|
|
10,451 |
10,451 |
10,514 |
10,514 |
In relation to its cash and cash equivalents, the Group has to manage its currency exposures and the credit risk associated with the credit quality of the financial institutions in which the Group maintains its cash resources. As at 31 December 2017, the Group holds approximately 91% (2017: 19%) of its cash in US dollars and 1% (2017: 6%) in British Pound with Baa2 (2017: Baa2) or higher (Moody's) rated institutions. The Group continues to monitor its treasury management to ensure an appropriate balance of the safety of funds and maximisation of yield.
None of trade and other receivables, including the amount due from related parties, had been impaired. Trade and other receivables are predominantly non-interest bearing. The Group does not hold any collateral as security and the Group does not hold any significant provision in the impairment account for trade and other receivables as they mainly relate to customers with no default history. The Group has current receivables of due from a related party of US$5,495,000 (2017: US$6,166,000), the recovery of which is dependent on the future profits of the related party. The Group expects to fully recover its receivable based on the profit forecasts of the related party.
Capital risk management
The Group's objectives when managing capital are to ensure the ability of the entities in the Group to continue as a going concern in order to provide returns for equity holders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain the capital structure, the Group considers the macro economic conditions, prevailing borrowing rates in the market and adequacy of cash flows generated from operations and may adjust the amount of dividends paid or payable to equity holders, raise funding through capital market, adjust the amount of other borrowings as necessary. No changes were made to the objectives or policies during the year/period.
The Group monitors capital on the basis of the debt-to-equity ratio. This ratio is calculated as net debts divided by equity attributable to the Company's equity holders. Net debt includes current and non-current liabilities less cash and cash equivalents, as shown in the consolidated statements of financial position. Equity includes equity attributable to equity holders of the Company. Debt-to-equity ratios at 30 June 2018 and 31 December 2017are as follows:
|
|
Period ended |
Year ended 31 December 2017 |
|
|
USD'000 Unaudited |
USD'000 Audited |
Current liabilities |
|
169,384 |
159,262 |
Non-current liabilities |
|
125,848 |
127,606 |
Cash and cash equivalents |
|
(1,087) |
(1,347) |
Net debt |
|
294,145 |
285,521 |
Equity |
|
651,647 |
671,780 |
Debt-to-equity ratio |
|
0.45 |
0.43 |
Fair Value
The carrying amounts of significant financial assets and liabilities approximate their respective fair values as at 30 June 2018 and 31 December 2017.
The carrying values of cash and bank balances, trade and other receivables, and trade and other payables approximate their respective fair values because of their short maturities. The carrying amounts of other liabilities approximate their fair value as the effect of discounting is immaterial. The carrying amounts of loan and borrowings and convertible notes approximate their fair values because the effective interest rates of the debts are approximate to the prevailing market interest rates at the reporting dates for similar borrowings available to the Group.
24 EVENTS AFTER REPORTING DATE
There is no subsequent event after the balance sheet date which requires disclosure in the financial statements.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
(a) the Condensed Financial Statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union, and give a true and fair view of the assets, liabilities, financial position and profit of the Group; and
(b) The Interim Management Report includes a fair review of the information required by FCA's Disclosure Guidance and Transparency Rules (DTR 4.2.7 R and 4.2.8 R).
On behalf of the Board
Randeep S. Grewal
Founder & Chairman
17 September 2018
INDEPENDENT REVIEW REPORT TO G3 EXPLORATION LIMITED
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2018 which comprises the condensed consolidated statement of comprehensive income, condensed consolidated statement of financial position, condensed consolidated statement of changes in equity, the condensed consolidated statement of cash-flows and the related notes.
We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of and has been approved by the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 2, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, ''Interim Financial Reporting'', as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'', issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2018 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Material uncertainty related to going concern
We draw attention to note 2 to the financial statements, which indicates that the group's debt and liabilities may be due immediately and therefore require refinancing, which is yet to be agreed. As stated in note 2.1, these events or conditions, along with other matters as set out in note 2, indicate that a material uncertainty exists that may cast significant doubt on the group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
BDO LLP
Chartered Accountants United Kingdom
17 September 2018
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
DIRECTORS, COMPANY SECRETARY AND ADVISORS
DIRECTORS
Randeep S. Grewal
Executive Director, Chairman and CEO
Bryan Smart
Non-Executive Director
Wayne Roberts
Non-Executive Director
Zhao Li Guo
Non-Executive Director
Gong Da Bing
Non-Executive Director
LEGAL ADVISORS
As to Chinese Law
Guantao Law Firm
17/F, Tower 2,
YingtaiCenter, NO. 28,
Finance Street, Xicheng District,
Beijing 100140, P R China
As to Cayman Islands & BVI Law
Conyers Dill & Pearman
29th Floor
One Exchange Square
8 Connaught Place
Central Hong Kong
As to English Law
Memery Crystal LLP
44 Southampton Buildings
London WC2A 1AP
REGISTERED OFFICE
PO Box 2681
Cricket Square
Hutchins Drive
Grand Cayman KY1 -1111
Cayman Islands
COMPANY SECRETARY
International Corporation Services Ltd.
AUDITORS
BDO LLP
55 Baker Street
London W1U 7EU
INVESTOR RELATIONS
FTI Consulting
200 Aldersgate
Aldersgate Street
London EC1A 4HD