Final Results

RNS Number : 3844O

Lansdowne Oil & Gas plc

29 June 2010

 



Lansdowne Oil & Gas plc

Results for the year ended 31 December 2009

Lansdowne Oil & Gas, ("Lansdowne" or "the Company") is pleased to announce its preliminary results, for the year ended 31 December 2009. Lansdowne is an upstream oil and gas company, focused on exploration and appraisal opportunities offshore Ireland. The Group has targeted the Irish offshore shelf areas for exploration as these provide shallow water (generally less than 100 metres), and relatively low drilling costs and these factors, combined with favourable fiscal terms, have the potential to deliver high value reserves.

Highlights

Ø Farm out campaign continuing on the back of updated CPR produced in February 2009 and recovery in oil price

Ø Extensions secured to Standard Exploration Licences 4/07 (Midleton/East Kinsale), 5/07 (Rosscarbery) and 5/08 (Amergin)

Financial

Ø Loss for year £1.2 million (2008: £1.0 million).

Ø Repayment date on existing facilities extended until September 2010.

Contacts:

Lansdowne Oil & Gas plc
Steve Boldy	Chief Executive Officer	[phone]
Chris Moar	Finance Director	[phone]
Canaccord Genuity Limited
Henry Fitzgerald-O’Connor	Nominated Advisor	[phone]

Lansdowne Oil & Gas plc

Results for the year ended 31 December 2009

Chairman's Statement

In 2009, the dynamics of the dramatic fall in oil and gas prices and the global financial crisis limited your Company's options in developing its assets. Progress was hampered due to the global economic environment as access to equity finance became unavailable and operational development was further frustrated with potential farminees not available as their operations were likewise curtailed.

Your Company has acquired a critical mass of acreage offshore Ireland that it remains committed to explore and develop. Central to our plans is the exploitation of near-term gas prospects adjacent to the Kinsale Head Gas field that was acquired by Petronas from Marathon Oil for $180 million during the year. As gas production from the Kinsale and nearby facilities has long been in decline, with a limited lifespan remaining, the case for finding additional reserves is compelling. Your Company remains positioned to avail of this business opportunity as it materialises. Most importantly, your Company has been awarded  extensions to the first phase of its three Standard Exploration Licences -SEL 4/07, SEL 5/07 and SEL 5/08 with the first phase of each licence now extended until 31 July 2012 and the end date of each licence now 31 July 2015.

Your Company is grateful for the continued financial support it received from its three main shareholders, who recognise the value and potential of the Company's portfolio. We continue to explore all avenues for advancing its portfolio including possible corporate transactions and raising finance on the equity markets to advance its operations.

Whilst 2009 was frustrating in the extreme, I am hopeful that 2010 will result in a transaction that will underpin the value that the Board believes exists in our acreage. As a consequence, I hope to be able to produce a rather fuller and more forward looking statement by the time of our interim results.

Financial Results

The Group recorded an after tax loss of £1.2 million for the year ended 31 December 2009 compared to a loss of £1.0 million for the year ended 31 December 2008.

Group operating expenses for the year were £1.0 million, compared to £0.8 million in 2008. The increase reflects the weakness of Sterling against the Euro as a substantial proportion of operating costs are Euro denominated.

Net finance expense was for the year was £165,000 (2008: net finance expense of £161,000). Included in the current year figure is the amortisation of warrant costs of £81,000 (2008: £119,000). Interest expense on loans from shareholders amounted to £84,000 (2008:£46,000).

No finance income was recorded reflecting average cash balances and interest rates being lower in 2009 than 2008.

Total equity attributable to the shareholders of the Company has decreased from £6.9 million as at 31 December 2008 to £5.7 million as at 31 December 2009. The decrease reflects the current year losses of £1.2 million.

Cash balances of £26,000 (2008: £34,000) were held at the end of the financial year.

In February 2009 the Company entered into a loan agreement with one of its principal shareholders, LC Capital Master Fund, Ltd ("LC"), pursuant to which LC has agreed to provide Lansdowne with a loan facility of up to £500,000 (the "2009 Facility"). Repayment in full, in cash, together with all accrued interest was due to be effected on 12 March 2010 and was subsequently extended until 13 September 2010. By way of security for the 2009 Facility the Company has granted legal charges in favour of LC over the Company's shareholdings in its wholly owned subsidiaries, Lansdowne Celtic Sea Limited and Milesian Oil & Gas Limited.

This facility was drawn in full during the year and additional funds of £270,000 were made available by LC. These have now been included within the 2009 Facility.

Additional working capital facilities were secured from main shareholder and Non-Executive Director Thomas, Anderson in April 2010.

Outlook

Following a very difficult year in 2009 for the small independent E&P sector, the stabilisation of oil prices in the $60 - $80 range has resulted in more favourable conditions and your company is exploring all options to progress activity on the portfolio of appraisal and low risk prospects in the shallow water Celtic Sea.

John Greenall

Chairman

Lansdowne Oil & Gas plc

Consolidated Balance Sheet

As at 31 December 2009

		2009	2008
		Audited	Audited
	Note	£'000	£'000
Assets
Non- current assets
Goodwill and other intangible assets	4	9,639	9,665
Property, plant & equipment		4	5
		9,643	9,670
Current Assets
Trade and other receivables		11	58
Cash at bank and on hand		26	34
		37	92
Liabilities
Current Liabilities
Trade and other payables		(786)	(482)
Borrowings	5	(1,770)	(944)
Net Current Liabilities		(2,519)	(1,334)
Non-Current Liabilities
Deferred income tax liabilities		(1,421)	(1,421)
Net Assets		5,703	6,915
Shareholders' Equity
Share capital	6	1,756	1,636
Shares to be issued	6	-	1,150
Share premium	6	7,153	6,123
Other reserves		85	131
Accumulated deficit		(3,291)	(2,125)
Total Equity		5,703	6,915

Lansdowne Oil & Gas plc

Consolidated Income Statement

For the year ended 31 December 2009

		2009	2008
		Audited	Audited
	Note	£'000	£'000
Cost of sales		-	(52)
Administrative  expenses		(1,023)	(836)
Operating loss		(1,023)	(888)
Finance income		-	21
Finance costs		(165)	(182)
Loss before income tax		(1,188)	(1,049)
Income tax expense		(2)	-
Loss for the year		(1,190)	(1,049)
Loss per share
Basic and diluted	3	(3.4)p	(3.3)p

All activities relate to continuing operations.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2009

	2009 £'000	2008 £'000
Loss for the year	(1,190)	(1,049)
Other comprehensive (losses) / income:
Currency translation differences	(46)	132
Total comprehensive loss for the year	(1,236)	(917)

Lansdowne Oil & Gas plc

Consolidated Statement of Changes in Equity

For the years ended 31 December

	Share capital £'000	Shares to be issued £'000	Share premium £'000	Other reserves £'000	Accumulated deficit £'000	Total equity £'000
Year ended 31 December 2008
At 1 January 2008	1,487	1,120	5,380	(1)	(1,143)	6,843
Loss for the financial year	-	-	-	-	(1,049)	(1,049)
Share based payments charge	-	-	-	-	67	67
Issues of new shares - gross consideration (note 6)	149	30	743	-	-	922
Currency translation difference	-	-	-	132	-	132
At 31 December 2008	1,636	1,150	6,123	131	(2,125)	6,915
Year ended 31 December 2009
At 1 January 2009	1,636	1,150	6,123	131	(2,125)	6,915
Loss for the financial year	-	-	-	-	(1,190)	(1,190)
Share based payments charge	-	-	-	-	24	24
Issues of new shares - gross consideration (note 6)	120	(1,150)	1,030	-	-	-
Currency translation difference	-	-	-	(46)	-	(46)
At 31 December 2009	1,756	-	7,153	85	(3,291)	5,703

Lansdowne Oil & Gas plc

Consolidated Statement of Cash Flows

For the year ended 31 December 2009

	Note	2009	2008
		Audited	Audited
		£'000	£'000
Cash flows from operating activities
Cash used in operations	8	(839)	(841)
Income taxes paid		(2)	-
Net finance expense		165	161
Net cash used in operating activities		(676)	(680)
Cash flows from investing activities
Interest received		-	12
Acquisition of intangible exploration assets		(102)	(1,515)
Acquisition of property, plant and equipment		-	(2)
Net cash used in investing activities		(102)	(1,505)
Cash flows from financing activities
Proceeds of issue of share capital		-	892
Proceeds from borrowings (note 5)		770	1,000
Net cash generated by financing activities		770	1,892
Effect of exchange rate fluctuations on cash held		-	(16)
Net decrease in cash and cash equivalents		(8)	(309)
Opening cash and cash equivalents		34	343
Closing cash and cash equivalents		26	34

Lansdowne Oil & Gas plc

Notes to the Financial Information

For the year ended 31 December 2009

1.      Basis of Presentation

The consolidated financial information is presented in Sterling and all values are rounded to the nearest thousand (£'000) except where otherwise indicated. It  has been prepared on the basis of the IFRS accounting policies to be adopted in the financial statements for the year ended 31 December 2009.

The Directors have prepared the results on the going concern basis which assumes that the Group and Company and its subsidiaries will continue in operational existence for the foreseeable future.

The Group and Company requires additional sources of funding in order to progress the exploration and development of the exploration licences held. The three principal shareholders have undertaken to provide sufficient funds to allow the Company to continue in operation

and meet its liabilities as these fall due for at least the next 12 months, or until additional sources of funding have been secured. The Directors are currently pursuing a number of funding options that will allow the Company to fund the continued development of the

licences held.

The Directors believe that at the date of this financial information there exists a material uncertainty regarding whether or not the Company will be successful in completing a transaction that will secure sufficient funding in order to allow the Company to continue with

the development of its exploration licences, which may cast significant doubt upon the ability of the Group and Company to continue as a going concern and therefore to realise its assets and discharge its liabilities in the normal course of business. Nevertheless, after making

inquiries and considering all the relevant factors in relation to the current funding options, together with the continued financial support from the three primary shareholders, the Directors are of the opinion that they will be able to complete a transaction to secure additional

sources of finance and have therefore prepared cash flow forecasts for the Group on the basis outlined above. These projections indicate that the Group and Company will have adequate cash resources to meet its obligations, as they fall due for a period in excess of one year

from the date of approval of these financial statements.

If for any reason the uncertainty described above cannot be successfully resolved, the going concern basis may no longer be appropriate. The financial information does not include any adjustments that would result if the Group and Company was unable to continue as a going

concern.

Although this material uncertainty exists, the Directors have a reasonable expectation that the Group and Company will have adequate resources to continue in operational existence for the foreseeable future and have therefore concluded that it is appropriate to adopt the going concern basis in preparing this financial information.

The figures and financial information for the year ended 2009 do not constitute the statutory financial statements for that year under section 435 of the Companies Act 2006. The auditors  report will contain reference to the significant uncertainties disclosed above.The 2008 comparatives are derived from the statutory accounts for 2008 which have been delivered to the Registrar of Companies and received an unqualified audit report containing an emphasis of matter paragraph relating to going concern and did not contain a statement under the Companies Act 1985, s237(2) or (3).

2.      Segmental Reporting

The Directors believe that the Group has only one reportable operating segment, which is the exploration of oil and gas reserves in Ireland. All operations are classified as continuing. The Chief Operating Decision Maker monitors the operating results of its operating segments separately for the purpose of making decisions and performance assessment. Segment performance is evaluated based on operating profit or loss and is reviewed consistently with operating profit or loss in the consolidated financial statements.

3.      Loss per Ordinary Share

The loss for the year was wholly from continuing operations. 

	Year ended 31 December
	(pence per share)
	2009	2008
Loss per share arising from continuing operations attributable to the equity holders of the Company
- basic and diluted	(3.4)	(3.3)

The calculations were based on the following information.

Loss attributable to equity holders of the Company	(£1,190,000)	(£1,049,000)
Weighted average number of shares in issue
- basic and diluted	34,883,718	31,557,045

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares.  The Group has two classes of dilutive potential ordinary shares; share options and share warrants.  As a loss was incurred for both 2009 and 2008 the issue of new shares would have been ant dilutive.

4.         Goodwill and Other Intangible Assets         

	Exploration / appraisal assets	Goodwill		Total
	£'000	£'000		£'000
Year ended 31 December 2008
Opening net book amount at 1 January 2008	6,669	1,413	8,112
Acquisition of subsidiary	30	8	38
Additions	1,515	-	1,515
Closing net book amount at 31 December 2008	8,244	1,421	9,665
Year ended 31 December 2009
Opening net book amount at 1 January 2009	8,244	1,421	9,665
Additions	102	-	102
Exchange differences	(128)	-	(128)
Closing net book amount at 31 December 2009	8,218	1,421	9,639

Oil and gas project expenditures, including geological, geophysical and seismic costs, are accumulated as intangible fixed assets prior to the determination of commercial reserves. At 31 December 2009, intangible fixed assets totalled £8.2 million (2008 £8.2 million), all of which relate to Ireland.

5.      Borrowings

	2009 £'000	2008 £'000
Loans from shareholders	1,770	1,000
Unamortised transaction costs	-	(56)
	1,770	944

2007 Loan facilities

The Company drew down a total of £1 million during 2008 under Loan agreements dated 29 November 2007 between the Company and K Anderson, and LC Capital Master Fund Limited. Interest is payable at the rate of LIBOR plus one per cent. and is payable at the same time as any outstanding loan balances. The terms of the 2007 Loan Agreements provided for repayment of the loans in full and in cash together with all accrued interest by not later than 12 March 2009 (or such other date as the Company and the Existing Lenders may agree). In February 2009, the Company agreed with each of the existing lenders to extend the terms of the 2007 facilities to 12 March 2010 and subsequently until 13 September 2010. Repayment of the 2007 facilities shall be subordinated to repayment of the new facility. The terms of the 2007 facilities remain the same in all other respects.

2009 Loan facilities

In February 2009 the Company entered into a new loan agreement with one of its principal shareholders, LC Capital Master Fund, Ltd ("LC"), pursuant to which LC has agreed to provide Lansdowne with a loan facility of up to £0.5 million (the "2009 Facility"). Interest

shall accrue at the rate of LIBOR plus two per cent. per annum and shall be paid at the same time as repayment of the loan. Repayment in full, in cash, together with all accrued interest was due to be effected on 12 March 2010 and was subsequently extended until 13 September 2010. By way of security for the New Facility the Company granted legal charges in favour of LC over the Company's shareholdings in its wholly owned subsidiaries, Lansdowne Celtic Sea Limited and Milesian Oil & Gas Limited.

The Company drew down this facility in full during the year and in addition LC advanced a further £270,000 to the Company ("LC Additional Funding").

Repayment of the 2007 and 2009 facilities was due on 12 March 2010. The Lenders agreed to further extend the repayment date for each of the facilities until 12 April 2010.

In consideration for the extension to the repayment date for the 2009 Facility, the Company agreed:

(i) to include the LC Additional Funding of £270,000 within the terms of the 2009 Facility; and

(ii) to grant new security in favour of LC in relation to the LC Additional Funding, such security to be on the same terms, and to rank equally with, the existing security granted by the Company to LC in relation to the 2009 Facility.

The terms of each of the facilities remain the same in all other respects.

The Company agreed with each of Kevin Anderson and LC to extend further the repayment date for the 2007 and 2009 loan facilities until 13 September 2010.

2010 Convertible Loan Facility

On 26 April 2010 the Company entered into a convertible loan agreement with the shareholder Thomas Anderson ("Convertible Loan Agreement") for £238,800. Under the terms of the Convertible Loan Agreement, the full amount of the facility is capable of immediate

draw down by the Company and is also capable of conversion (together with all accrued interest) into Ordinary Shares at the price of 6 pence per Ordinary Share (the "Conversion Right"), subject to the Company receiving the requisite shareholder authorities (the "Shareholder Authorities") at its forthcoming Annual General Meeting ("AGM") and compliance with the AIM Rules.

Assuming the Shareholder Authorities are received at the AGM, the Conversion Right will be exercisable by Mr Anderson at any time in the period from immediately after the conclusion of the Company's AGM to 12 September 2010, being the day prior to the repayment date for the loan facility. In the event that the Shareholder Authorities are not received at the AGM and the Conversion Right is not available to Mr Anderson, the loan facility shall fall due for repayment by the Company on 13 September 2010 (or such later date as the Company and Mr Anderson shall agree) (the "Repayment Date"). In such circumstances, the amount repayable by the Company shall be increased from the principal amount of the loan (£238,000) plus accrued interest where the closing mid-market price of the Company's shares on the dealing day immediately preceding the Repayment Date (the "Share Price") is more than 6 pence per share. In such circumstances, the principal amount of the loan repayable shall be increased by the percentage increase to the Share Price over 6 pence (the "Upward Adjustment Provision"). There will be no downward adjustment to the amount due by the Company in the event of the

Share Price being less than 6 pence per share. With effect from the Conversion Right becoming available to Mr Anderson, the Upward Adjustment Provision shall cease to apply. Interest will accrue on the loan at the rate of 4% plus LIBOR.

Unamortised transaction costs

These represent the unamortised portion of the fair value of warrants granted at the time the 2007 loan facilities were put in place (note 7(ii)).

6.      Share capital and premium                                                                     

	Number of shares (thousands)	Ordinary Shares £'000	Shares to be issued £'000	Share premium £'000	Total £'000
At 1 January 2008	29,737	1,487	1,120	5,380	7,987
21 May 2008	2,974	149	-	743	892
31 December 2008	-	-	30	-	30
At 31 December 2008	32,711	1,636	1,150	6,123	8,909
3 February 2009	2,396	120	(1,150)	1,030	-
At 31 December 2009	35,107	1,756	-	7,153	8,909

The total authorised number of ordinary shares is 50 million shares (2008: 50 million shares) with a par value of 5 pence per share. All issued shares are fully paid.

On 3 February 2009 the Company allotted and issued 2,396,209 new ordinary shares of 5p each as the final deferred consideration in respect of the acquisition of Milesian Oil & Gas Limited.

On 26 April Mr Thomas Anderson, Non-Executive Director and shareholder, agreed to: (i) subscribe £211,200 for 3,520,000 new ordinary shares in the Company ("Ordinary Shares") at a price of 6 pence per Ordinary Share (the "Initial Subscription"); and (ii) enter into a

convertible loan agreement with the Company for £238,800. Under the terms of the Convertible Loan Agreement, the full amount of the facility (£238,800) is capable of conversion (together with all accrued interest) into Ordinary Shares at the price of 6 pence per Ordinary Share, subject to the Company receiving the requisite shareholder authorities  at its forthcoming AGM and compliance with the AIM Rules.

Assuming the Shareholder Authorities are received at the AGM, the Conversion Right will be exercisable by Mr Anderson at any time in the period from immediately after the conclusion of the Company's AGM to 12 September 2010, being the day prior to the repayment date for the loan facility. In the event that the Shareholder Authorities are not received at the AGM and the Conversion Right is not available to Mr Anderson, the loan facility shall fall due for repayment by the Company on 13 September 2010 (or such later date as the Company and Mr Anderson shall agree) (the "Repayment Date").

The principal trading market for the shares in the UK is the AIM Market of the London Stock ("AIM") on which the shares have been traded since 21 April 2006. The following table sets forth, for the calendar quarters indicated, the reported highest and lowest price for the shares on AIM, as reported by the London Stock Exchange.

	2009		2008
	Pence per share		Pence per share
	High	Low	High	Low
First quarter	18.50	3.25	46.5	24.5
Second quarter	8.50	6.50	37.5	20.0
Third quarter	8.50	6.25	35.5	32.5
Fourth quarter	7.88	5.12	35.5	18.5

7.      Warrants                                                                                              

(i) April 2006 Warrants

On 10 April 2006 the Company granted warrants over 312,239 shares (exercisable from 10 April 2006 until 9 April 2011) for services rendered in connection with the brokerage of the Lansdowne IPO. The Company has rebutted the presumption that the fair value of equity-settled transactions with parties other than employees can be measured reliably at the fair value of the services received because there is no active market for brokerage services settled in this manner. Hence, the fair value of the warrant instruments themselves was used as an estimate of the value of the services received. The Company considers that the fair value of the warrant instruments can be reliably estimated using a Black Scholes valuation model. The valuation given by this method for the warrants granted was £136,000. There were no performance conditions attached to the warrants, so they vest immediately. Therefore, the full charge was expensed in 2006. As the services provided were for transaction costs of the share issue, the expense was deducted from the share premium account.

(ii) November 2007 Warrants

Warrants over 3,500,000 ordinary shares were issued to the providers of the Loan Facility at an exercise price of 50p. The Company considers that the fair value of the warrant instruments can be reliably estimated using a Black Scholes valuation model. The valuation given by this method for the warrants granted was £175,000. There were no performance conditions attached to the warrants, so they vest immediately.

Fair value of warrants and assumptions
Fair value at grant date	5.0p
Share price at grant date	48p
Exercise price	50p
Expected volatility	41.8%
Risk-free interest rate (based on government bonds)	5.25%
Expected dividend yield	0%

The fair value of the warrants has been amortised over the initial period of the Loan Facility. The amortisation of £56,000 (2008: £119,000) for the year ended 31 December 2009 is included in Finance Costs. The warrants lapsed without being exercised on 31 May 2009

 (iii) February 2009 Warrants

None of the 2007 Warrants had been exercised at 31 December 2008. On 9 February 2009, the Company executed a new warrant instrument, pursuant to which the Company has granted warrants to subscribe for up to 1,750,000 new ordinary shares of 5 pence each in the capital of the Company to LC Capital Master Fund Limited ("LC") at an exercise price of 10 pence per share (the "New LC Warrants") in exchange for LC cancelling the same number of 2007 Warrants held by it. The New LC Warrants are exercisable in whole or in part on or prior to 12 March 2010. The February 2009 warrants lapsed without being exercised. The fair value of £25,000 (2008: £nil) has been expensed during the year.

Fair value of warrants and assumptions
Fair value at grant date	1.43p
Share price at grant date	7.25p
Exercise price	10p
Expected volatility	104%
Risk-free interest rate (based on government bonds)	1.01%
Expected dividend yield	0%

8.         Reconciliation of loss before income tax to cash used in operations.

	2009	2008
	£'000	£'000
Loss before income tax	(1,188)	(1,049)
Adjustments for:
Depreciation of property, plant & equipment	1	1
Equity settled share-based payment transactions	(1)	67
Unrealised foreign exchange gains	82	132
Operating cash flows before movements in working capital	(1,106)	(849)
Change in trade and other receivables	47	(8)
Change in trade and other payables	220	16
Cash used in operations	(839)	(841)

9.         Post Balance Sheet Events

(a)  Working Capital Facility

On 26 April 2010, Thomas Anderson, Non-Executive Director and shareholder, agreed to: (i) subscribe £211,200 for 3,520,000 new ordinary shares in the Company ("Ordinary Shares") at a price of 6 pence per Ordinary Share (the "Initial Subscription"); and (ii) enter into a convertible loan agreement with the Company ("Convertible Loan Agreement") for £238,800. (details of the convertible loan agreement are given in note 5).

10.       Accounts

Copies of the annual accounts for the year ended 31 December 2009 will be sent to shareholders shortly and will be available from the Company's office at Britannia House, Endeavour Drive, Arnhall Business Park, Westhill, Aberdeenshire and the Company's website www.lansdowneoilandgas.com.

Recent changes to the Companies Acts require the Company to hold this year's Annual General Meeting on or before 30 June 2010.  The Board in consultation with the Company's  advisers considered it appropriate to obtain formal confirmation of the extension of the licences which it holds prior to signing off the Company's 2009 Accounts. This confirmation has only recently been obtained. Consequently the convening of this year's AGM has been slightly delayed and the AGM will not be held until 23 July 2010. 

To have convened this year's AGM for a date on or before 30 June 2010 would have required the shareholders to receive short notice, which the Board and its legal advisers believed would not have been in the best interests of its shareholders.  The Board has instead opted to convene this year's AGM for a date as soon as is practicable following 30 June 2010 giving shareholders the full period of statutory notice (21 days) to consider the 2009 Accounts and the proposed business of the AGM.

 

END

 

 

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