Interim Results
Independent Resources PLC
15 June 2006
Independent Resources plc
INTERIM RESULTS FOR THE PERIOD ENDED 31 MARCH 2006
Independent Resources plc ('Independent Resources' or the 'Group'), the
international gas storage and development company with extensive operations in
Italy and Tunisia, today announces its interim results for the period from
incorporation on 16 June 2005 to 31 March 2006. The Group is reporting its
interim results under International Financial Reporting Standards (IFRS).
FINANCIAL AND OPERATIONAL HIGHLIGHTS
• £5.06 million (pre-expenses) raised on admission to AIM in December
2005
• Significant progress made on gas storage and exploration projects
• Permitting authorities' preliminary feedback on the Rivara gas storage
project EIA now integrated, formal submission imminent
• Approaches from several potential Rivara partners
• Re-entry of Sidi Toui-3 appraisal well on schedule for third quarter
• First well on Fiume Bruna CBM permit to be drilled in third quarter
CHAIRMAN'S STATEMENT
This is our first reporting period since Independent Resources was incorporated
in June 2005 and includes our successful admission to AIM in December. During
this time, the Board believes that the Group has made encouraging progress in
evaluating and developing its promising portfolio of gas storage and upstream
oil and gas assets.
We have been prudent with our expenditures, and have set and achieved specific
milestones for all our activities. We maintain ample liquidity with over
£5 million in cash and equivalents. This is being applied to accomplish
the work programmes we described to the investment community in our prospectus.
Independent Resources provided an operational update to the investment community
at the end of March this year, and it is fair to say that our activities in
relation to Rivara, Fiume Bruna and Ksar Hadada have continued to gather
momentum since then.
Rivara UGS
The Rivara underground gas storage ('UGS') project in northern Italy has the
potential to become a major, high-performance storage facility located close to
Italy's physical gas balancing point and alongside the gas 'motorway' that
transports Europe's long-term gas supplies from North Africa. Last winter, Italy
experienced its first full-blown gas supply crisis which was due primarily to
the shortage of storage and deliverability capacity. The Board is confident that
the development of Rivara will prove to be extremely profitable, not only in
mitigating these physical constraints but also in providing a long-term
strategic platform for national, and eventually intercontinental, gas pricing
arbitrage.
As evidence of its potential, Rivara has recently been the subject of a specific
partnership and farm-in proposal from one of Europe's leading gas utilities, as
well as several other unsolicited expressions of interest, the details of which
are subject to confidentiality obligations. We will be carefully evaluating all
such approaches to determine whether it is in our shareholders' best interests
to pursue them further, at this early stage in the development of what, we
believe, will be a unique and valuable resource.
In parallel, Independent Resources' gas storage subsidiary, IGM, has recently
executed a Memorandum of Understanding ('MoU') with Bologna-based Hera SpA
(www.gruppohera.it/english), the principal multi-utility within the Emilia
Romagna region. As geographic neighbours with overlapping business objectives
and a common regulatory regime, both parties recognise that there are potential
benefits to be gained through co-operation. While no binding obligations are
entailed in the MoU, it is hoped that this arrangement will generate
mutually-advantageous business opportunities for both companies.
The Board also believes that this regional co-operation will enhance the
planning process for Rivara. The Environmental Impact Assessment ('EIA'), on
which the final planning consent is granted, is about to be formally submitted,
and we are already incorporating detailed improvements based on constructive
feedback from national, regional and local administrations. As previously
highlighted, the Italian government and regulatory authorities are encouraging
Independent Resources to advance its plans for Rivara as quickly as possible in
view of the country's increasingly severe gas supply constraints.
Ksar Hadada, Tunisia
Plans to re-enter the Sidi Toui-3 well remain on target for Q3 this year.
Preparations for this are progressing on all fronts, with an emphasis on
securing long lead-time items such as tubulars. The existing well-head and
well-site have been inspected and negotiations to secure a drilling rig are
underway, along with limited reprocessing and interpretation of the seismic and
well data.
The Ksar Hadada permit, operated by a subsidiary of Petroceltic International
plc, covers more than 7,000 sq km in southeast Tunisia, and contains a number of
other promising leads besides Sidi Toui. Independent Resources holds a 40%
interest in the permit.
Fiume Bruna CBM project
Bids have been received for drilling the first well on our 100%-held Fiume Bruna
coal bed methane ('CBM') permit, and these are now being assessed prior to
selecting a drilling contractor. The bids received are consistent with our
revised budgets, and the current expected capital outlay required to bring Fiume
Bruna into production, which is significantly lower than envisaged at the time
of our admission to AIM, has led the Board to revise upwards its conservative
valuations of the project.
The initial well will be classified as a stratigraphic well and is expected to
spud in the third quarter of this year. Drilling results, which will include
flow rates, produced water composition and an accurate indication of the methane
content per tonne of coal, should be available soon thereafter. This drilling
information will be invaluable in planning the next phase of appraisal for the
development, which is likely to be acquisition and processing of additional
seismic data.
This will be the first-ever CBM well in Italy. Arrangements for determining the
gas content and composition have been put in place at an on-site facility and in
the laboratories of INGV (Italy's National Institute of Geophysics and
Vulcanology), under the guidance of CBM specialists, Questa Engineering
Corporation, of Colorado.
The Group intends to submit a formal environmental impact screening submission
relating to the Fiume Bruna project within the next few weeks. However, neither
submission nor approval is required for drilling this initial well or acquiring
additional seismic data.
The Board is greatly encouraged by the results of our activities to date, and I
look forward to keeping you informed of our continuing progress in the future.
Grayson Nash
Executive Chairman
Independent Resources plc
For further information contact:
Independent Resources plc
Grayson Nash, Executive Chairman 00 39 02 3655 960
Steve Staley, Managing Director 01332 865 253
07771 838 753
First City Financial Public Relations
Ian Foster 07739 185050
Deloitte Corporate Finance
Jonathan Hinton 020 7936 3000
David Smith 020 7936 3000
CONSOLIDATED INCOME STATEMENT
Period ended 31 March 2006
31-Mar
2006
£
Continuing operations
Revenue -
Cost of sales -
________
Gross profit -
Distribution costs -
Administrative expenses (345,180)
________
(345,180)
Other operating income -
________
Operating loss (345,180)
Exceptional items -
________
(345,180)
Net financial income 85,304
________
Loss on ordinary activities before taxation (259,876)
Tax -
________
Loss for the period attributable to equity holders of the parent (259,876)
=======
Basic earnings per share (2)p
Diluted earnings per share (2)p
CONSOLIDATED BALANCE SHEET
Period ended 31 March 2006
31-Mar
2006
£
Non-current assets
Goodwill 519,756
Other intangible assets 486,131
Property, plant and equipment 64,647
________
1,070,534
Current assets
Trade and other receivables 81,763
Cash and cash equivalents 5,422,194
________
5,503,957
Current liabilities
Trade and other payables (138,781)
________
Net current assets 5,365,176
________
Net assets 6,435,710
=======
Equity
Share capital 334,333
Share premium account 5,843,828
Shares to be issued 517,425
Retained earnings (259,876)
________
6,435,710
Total equity attributable to equity holders of the parent 6,435,710
=======
CONSOLIDATED CASH FLOW
Period ended 31 March 2006
31-Mar
2006
£
Cash flows from operating activities
Loss before taxation (259,876)
Adjustments for:
Depreciation of property, plant and equipment 2,666
Financial income (85,304)
________
(342,514)
Increase in trade and other receivables (66,329)
Increase in trade and other payables 127,253
________
Net cash used in operating activities (281,590)
Cash flows from investing activities
Acquisition of subsidiaries net of cash acquired (6,996)
Payments to acquire Permits (278,041)
Work carried out on Permits (208,090)
Purchase of property, plant and equipment (66,554)
Interest received 85,304
________
Net cash used in investing activities (474,377)
Cash flows from financing activities
Issue of share capital 7,266,470
Costs associated with Share issues (1,088,309)
________
Net cash from financing activities 6,178,161
________
Net decrease in cash and cash equivalents 5,422,194
Cash and cash equivalents at beginning of the period -
________
Cash and cash equivalents at end of the period 5,422,194
=======
NOTES TO THE INTERIM ACCOUNTS FOR THE PERIOD ENDED 31 MARCH 2006
1 Basis of preparation
The interim financial information for the period from incorporation on 16 June
2005 to 31 March 2006 has been prepared in accordance with International
Financial Reporting Standards and International Accounting Standards and under
the historical cost convention in accordance with the Group's accounting
policies which will be published in the Annual Report for the period ended 30
September 2006. The interim financial information complies with IAS 34.
As the interim financial information is for the period since incorporation there
are no comparative figures to be disclosed.
The financial information set out above does not constitute the Company's
statutory accounts as defined by section 240 of the Companies Act 1985 and has
been neither audited nor reviewed.
2 Taxation
There is no current tax charge for the period. The accounts do not include a
deferred tax asset in respect of carry forward of unused tax losses as the
directors are unable to assess that there will be probable future taxable
profits available against which the unused tax losses can be utilised.
3 Valuation of share options
Management has concluded that the fair value of the options at the date of grant
was not material.
4 The Purchase of Independent Gas Management srl
As stated in the Admission document in December 2005, part of the consideration
for the acquisition of Independent Gas Management was deferred and dependent on
the progress of the share price. In view of the lack of volatility and the large
gap between current share prices and the trigger price for additional
consideration the Directors do not feel it is necessary at this early stage to
provide for any further consideration in the accounts.
5 Intangible assets
During the period, £208,090 of company expenditure was capitalised to projects
that the company is actively pursuing and for which the licences or permits have
been approved.
6 Earnings per share
The loss per ordinary share is calculated by reference to the loss attributable
to ordinary shareholders divided by the weighted average number of shares in
issue during the period as follows:
31-Mar
2006
£
Loss for the period (259,876)
Basic weighted average number of shares 15,409,203
Basic loss per share (2) p
Diluted weighted average number of shares 15,409,203
Diluted loss per share (2) p
7 Statement of changes in equity
31-Mar
2006
£
Equity shares issued in the period 7,266,470
Less costs associated with share issue taken to share premium account (1,088,309)
Less loss for the period attributable to equity holders of the parent (259,876)
________
Total equity attributable to equity holders of the parent 5,918,285
=======
8 Acquisitions
On 19 July 2005 the company acquired the entire issued share capital of
Independent Energy Solutions srl and Independent Gas Management srl.
Acquisitions of subsidiaries IES IGM Total
£ £ £
Trade and other receivables 8,883 6,552 15,435
Trade and other payables (9,011) (2,518) (11,529)
Cash and cash equivalents 528 2,745 3,273
________ ________ ________
400 6,779 7,179
Consideration:
Cash 10,269 - 10,269
Equity shares to be issued in future periods - 517,425 517,425
________ ________ ________
Total consideration 10,269 517,425 527,694
________ ________ ________
Goodwill arising on acquisition 9,869 510,646 520,515
======= ======= =======
Equity shares to be issued in connection with the purchase of Independent Gas
Management srl are treated as a non current payable until the shares are issued.
The consideration for this purchase was a total of 3,449,500 ordinary shares of
which 25% are issuable three years after the date of admission to AIM with the
remainder only to be issued upon certain contingent events.
Registered office
Independent Resources plc
The Hollow, Penn Lane, Melbourne, Derbyshire DE73 8EP
Telephone: +44 (0)1332 865253
Fax: +44 (0)1332 865111
Email: mailbox@ir-plc.com
Commercial office
Via Nirone 8, 20123 Milan, Italy
Telephone: +39 (02) 3655 5960
Fax: +39 (02) 9998 8778
Email: mailbox@ir-plc.com
Technical office
Viale Liegi 10, 00198 Roma, Italy
Telephone +39 (06) 45490720
Fax +39 (06) 45490721
Email: mailbox@ir-plc.com
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