Interim Results
Xtract Energy plc
28 March 2008
28 March 2008 AIM: XTR
XTRACT ENERGY PLC
Interim Results for the six months ended 31 December 2007
Xtract Energy ('Xtract' or 'the Company') today announces its unaudited interim
results for the six months ended 31 December 2007.
Financial Highlights
• Profit before tax of £3.8 million (2006: £3.4 million)
• Other gains of £6.0 million included the disposal of MEO shares during the
period at an average price of A$1.20 / share.
• Strong balance sheet with a net asset position of £49.0 million (2006:
£26.8 million) and cash of £4.7 million (2006: £4.2 million).
Operational Highlights
• Elko Energy Inc ('Elko'): US$18 million raised in pre-IPO fundraising,
including US$6 million follow-on investment by Xtract, increasing Xtract's
holding to approximately 35.2% of Elko's total issued capital.
• MEO Australia Ltd ('MEO'): Disposal by Xtract of 16.5 million shares in MEO
raising £8.5 million for investment and working capital.
• Simplification of holding structure through the sale of Xtract's 61.5 million
shares in Aviva Corporation Ltd to Wasabi Energy Ltd ('Wasabi') in exchange
for 175 million new shares and 25 million warrants in Wasabi.
• Appointment of Andrew Morrison as Chief Executive Officer (CEO).
Post Period Highlights
• Elko: Awarded offshore exploration license in Block P2, Dutch North Sea.
• Oil Shale: Significant increase in oil shale resource estimate at Julia
Creek, Queensland.
• MEO: Two new gas discoveries declared from a two-well exploration and
appraisal drilling programme in the Australian Timor Sea.
• Mark Nichols appointed to the Board as a non-executive director.
Andy Morrison, Chief Executive of Xtract Energy, commented
'The reported results for the period were strong and reflect the profits taken
on the sale of part of Xtract's shareholding in MEO Australia.
The Board remains confident of the enormous potential in its diversified
portfolio of high quality assets in which Xtract is taking an increasingly
active role and which offer investors considerable upside potential in the
short-, medium-, and long-term.
Furthermore, Xtract's strong and liquid balance sheet and active management
portfolio approach gives Xtract the potential to capitalise on future potential
investment opportunities. These combined factors give the Board confidence that
Xtract will continue to make progress in the current year and thereafter.'
For further information, please contact:
Xtract Energy plc Andy Morrison, CEO +44 (0) 20 7079 1798
Smith & Williamson Corporate David Jones +44 (0) 20 7131 4000
Finance Limited Azhic Basirov
Scott Harris Stephen Scott +44 (0) 20 7653 0030
Annabel Michie
For further Information on Xtract please visit www.xtractenergy.co.uk
CHAIRMAN'S STATEMENT
Xtract continues to identify and invest in a diversified portfolio of early
stage energy sector businesses and technologies with very significant growth
potential.
In line with the Company's strategy, Xtract is making further progress in its
move from a 'pure' holding company to a company with a more active role in its
underlying investments.
During the period, the Company's wholly owned subsidiary Xtract International
Ltd ('Xtract International') increased its holding in Elko Energy Inc ('Elko')
and Xtract invested further in Wasabi Energy Limited ('Wasabi'), of which it
currently holds approximately 35.4%.
Elko
Elko Energy Inc ('Elko') is a privately held Canadian oil and gas exploration
company formed in 2005. It has an interest in a 5,370 km2 exploration and
production licence in the Danish North Sea, an interest in two gas-bearing
blocks in the Dutch North Sea, and a majority holding in Dragon Energy Inc, a
private Canadian company with a 30% share in a producing field in Canada and a
field redevelopment project in Gansu Province, China.
In early 2007, Elko applied for two off-shore blocks in the Dutch sector of the
North Sea, both of which contain a number of drilled and tested gas bearing
structures. Block P1 has been awarded to a consortium in which Elko will be the
operator and will retain a 33% interest. The award of adjacent Block P2 was
announced in February 2008 on similar terms.
A number of Rotliegendes gas bearing structures containing an estimated 700 BCF
hydrocarbon gas have been confirmed on blocks P1 and P2 through the drilling of
18 exploration wells and 3-D seismic. Work has been started to appraise and
develop these gas accumulations.
Xtract invested a total of US$8 million in Elko through two direct private
placements and currently holds approximately 35.2% of the issued capital of
Elko. The second placing was as part of a successful US$18 million pre-IPO
fundraising completed in December 2007.
Xtract's holding in Elko offers the Company's shareholders an opportunity to
participate in an unlisted company investing in exciting exploration acreage in
the North Sea.
Oil Shale
Xtract's wholly owned subsidiary, Xtract Oil Ltd, is focused upon the
development of the Company's oil shale resources in Australia and the technology
for oil extraction from oil shale minerals.
The development of Xtract's oil shale technology could lead to the production of
liquid hydrocarbons to partially address the global decline of conventional oil
reserves with significant environmental benefits and higher yields over
previously tried extraction methods.
A supplementary drilling programme was completed in the Julia Creek concession
area in Queensland, Australia in 2007. A review of the new data, in conjunction
with existing data, was carried out by independent geologists Nolan and
Associates Pty Ltd. The total indicated and inferred resources have been
assessed as 2.12 billion barrels of oil in situ*, comprising 240 million barrels
of indicated resources and 1,875 million barrels of inferred resources. The
revised resource statement represents an increase of over 150% compared with the
previously declared figure of 825 million barrels.
Advanced autoclave equipment designed to scale up the batch size for testing and
development of Xtract's proprietary technology was commissioned on the campus of
one of Australia's leading Universities in November 2007.
*Based on the internationally recognised Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (The JORC Code - 2004
Edition.)
MEO Australia Ltd
MEO is focused on developing gas-to-liquids ('GTL') projects in the Timor Sea,
Australia, in an area of shallow water known as Tassie Shoal, located
approximately 275km northwest of Darwin, Australia.
MEO has secured Australian Government environmental approvals to install two
large scale methanol plants and one 3 million tonne per annum (Mtpa) Liquefied
Natural Gas (LNG) plant in Tassie Shoal.
During the fourth quarter of 2007 and the first quarter of 2008, MEO conducted a
two-well exploration and appraisal drilling programme in its NT/P68 permit in
Australian waters of the Timor Sea. The first well, Heron-2, was funded 25% by
farm-in partner Petrofac Resources Ltd to earn a 10% interest in the asset. The
second well, Blackwood-1, was drilled as a sole-risk venture by MEO.
The Heron-2 well penetrated the Epenarra Darwin Formation and the deeper Elang/
Plover Formation of the Heron North structure. Electric logging indicated that
both of the target reservoirs were gas saturated. Production testing of the
Heron North Elang/Plover sandstone section recorded a maximum interpreted
hydrocarbon flow between of between 6 and 8 million standard cubic feet (MMscf)
per day before operations were halted due to the approach of Cyclone Helen.
Further testing was not successful due to the partial collapse of the well.
Given the encouraging mud log indications while drilling the Plover formation,
including the possible existence of wet gas (gas with associated liquefied
petroleum gas (LPG) and condensate), a significant gross column (164m) of Plover
gas saturated sands and positive electric log interpretation, MEO is currently
planning a re-drill of the Heron North structure to production test the Plover
sandstone section.
Blackwood-1 confirmed 49m of gross Plover gas bearing sands to a preliminary
gas-water contact (GWC) at 3225mMD (3188m subsea). The raw gas contingent
resource gas in place (GIP) (P50 - 'most likely') was announced as 2,473 billion
cubic feet (Bcf). Given current assumptions of a 60% net to gross and 10% matrix
porosity, MEO has assumed a 70% recovery factor, and estimated that Blackwood
may offer approximately 1700 Bcf of raw recoverable gas.
The first methanol plant proposed for the Tassie Shoal Methanol Project requires
approximately 1400 Bcf of raw gas (including inerts) to produce 1,750,000 tonnes
per annum for 20 years of operation.
Given the encouraging results from the Blackwood-1 well and indications of a
possible gas resource adequate in volume and quality to supply a methanol plant,
MEO has accelerated the selection process to identify and secure a casting basin
site in Southeast Asia for the possible construction of the concrete gravity
base structure. MEO has also initiated the development of the Basis of Design
documentation in preparation for the commencement of Front End Engineering and
Design (FEED) studies of the Tassie Shoal Methanol Project (TSMP) later in the
year.
Following the sale of 16.5 million shares at an average price of A$1.20 / share
for cash, Xtract now holds 15.7% of the total issued share capital of MEO. The
proceeds of this sale provided Xtract with working capital and the opportunity
to offer development support to other investee companies within its portfolio.
Subsequent to period end, MEO's share price decreased significantly due to
inconclusive appraisal well results at Heron-2. Xtract's carrying value for MEO
at 31st December 2007 was £39.3 million based on the company's 60.7 million
shareholding and an MEO share price of A$ 1.49. As MEO is classified as an
available for sale investment any reduction in its carrying value will be offset
against the available for sale reserve at 30 June 2008, net of deferred tax
impact.
Wasabi Energy and other businesses
Wasabi Energy Limited ('Wasabi') is a diversified investor in renewable energy
and low greenhouse emission technologies, with interests in geothermal waste/
heat, uranium exploration and biodiesel investments in Australia.
Wasabi holds approximately 38% of Rum Jungle Uranium Ltd ('Rum Jungle'), which
was admitted to the official list of the Australian Stock Exchange (ASX) in
November 2007. Rum Jungle has interests in exploration licences covering some
4,150 km2 of the Northern Territory of Australia, and has entered into
agreements which will give it rights to explore for uranium over a further 3,330
km2.
Subsequent to the period end, Xtract provided a loan of A$1.25 million to Wasabi
for the specific purpose of assisting Wasabi to participate in the IPO of ASX
listed Greenearth Energy Ltd who are intending to explore and develop geothermal
resources in Australia, New Zealand and the wider Pacific Rim. The loan was
repaid in full by Wasabi in February 2008.
Xtract is also participating in several oil & gas projects in the Kyrgyz
Republic, including exploration (2D seismic programme completed) and water
injection (with Kyrgyzneftegas, the state oil company) and continues to hold
gold exploration tenements in Mexico.
Portfolio Simplification
During the period Xtract Energy completed the sale of its holding of 61.5
million ordinary shares in Aviva Corporation Ltd ('Aviva'), together with an
interest in a steel-making technology, to Wasabi in exchange for 175 million new
Wasabi ordinary shares and 25 million warrants.
Xtract continues to focus on its strategy of building a diversified portfolio of
high potential businesses in the energy sector to provide growth opportunities
over the short-, medium- and longer-term. Xtract works closely with the
management teams of its investee companies to build value, including overseeing
the development of its oil shale extraction technology.
John Newton
Chairman
The information in this announcement in relation to oil shale has been reviewed
by Dr John E. Shirley, Managing Director of Xtract Oil Ltd. Dr. Shirley has a
BSc and PhD in Geophysics from the University of Tasmania, over 40 years
experience in the resources and energy sector and is a member of the Society of
Petroleum Engineers.
The information in this announcement relating to the resources of Xtract's other
investee companies (none of which are subject to the AIM Rules) has not been
reviewed by a named 'qualified person' as defined and required by the AIM
Guidance Note for Mining, Oil and Gas Companies.
Consolidated Income Statement
For the six months ended 31 December 2007
18 months
Six months ended ended
Notes 31 December 31 December 30 June
2007 2006 2007
Unaudited Unaudited Audited
(Restated)
£'000 £'000 £'000
Administrative expenses (1,426) (492) (2,124)
Other operating income 5 66 66
Gain on disposal of fixed assets - - 10
------ ----- ------
Operating loss (1,421) (426) (2,048)
Investment revenue 55 25 99
Other gains and losses 3 6,046 822 5,968
Finance costs - (89) (128)
Share of results of associates 5 (906) (17) (362)
Negative goodwill on acquisition - 3,077 5,730
of subsidiary ------ ----- ------
Profit before tax 3,774 3,392 9,259
Tax expense (1,461) (246) (1,787)
------ ----- ------
Profit for the period 2,313 3,146 7,472
------ ----- ------
Attributable to:
Equity holders of the parent 2,313 2,983 6,284
Minority interest - 163 1,188
------ ------ ------
2,313 3,146 7,472
------ ------ ------
Earnings per share
Basic (pence) 4 0.33 0.77 1.49
------ ------ ------
Diluted (pence) 4 0.30 0.62 1.29
------ ------ ------
The Group's results relate to continuing operations.
Consolidated statement of recognised income and expense
For the six months ended 31 December 2007
18 months
Six months ended ended
Notes 31 December 31 December 30 June
2007 2006 2007
Unaudited Unaudited Audited
(Restated)
£'000 £'000 £'000
Movements in available-for-sale 19,268 374 782
investments taken to equity
Movements in share based payments 253 134 -
reserve taken to equity
Revaluation of intangible assets - - 962 962
acquisition of subsidiaries
Exchange differences 219 - (18)
Tax on items taken directly to equity (5,820) (113) (235)
------ ------ -----
Net income recognised directly in equity 13,920 1,357 1,491
Profit for the period 2,313 3,146 7,472
------ ----- -----
Total recognised income and expense for 16,233 4,503 8,963
the period ------ ----- -----
Attributable to:
Equity holders of the parent 16,233 4,340 7,775
Minority interests - 163 1,188
------ ----- -----
16,233 4,503 8,963
------ ----- -----
The Group's results relate to continuing operations.
Consoldiated balance sheet
As at 31 December 2007
Notes 31 December 31 December 30 June
2007 2006 2007
Unaudited Unaudited Audited
(Restated)
£'000 £'000 £'000
Non-current assets
Intangible assets 11,974 11,408 11,601
Property, plant and equipment 298 190 231
Interests in associates 5 7,746 10,075 23,818
Available-for-sale investments 6 39,323 2,798 3,206
Deferred tax asset 501 268 312
------ ------ ------
59,842 24,739 39,168
------ ------ ------
Current assets
Inventories 118 13 16
Financial assets 376 4,848 9
Trade and other receivables 281 398 293
Cash and cash equivalents 4,670 4,214 1,582
------ ------ ------
5,445 9,473 1,900
------ ------ ------
Total assets 65,287 34,212 41,068
------ ------ ------
Current liabilities
Trade and other payables 390 285 375
Current tax liabilities 2,838 - 698
Amounts due to parent company - 1,529 -
------ ------ ------
3,228 1,814 1,073
------ ------ ------
Net current assets 2,217 7,659 827
------ ------ ------
Non-current liabilities
Deferred tax liabilities 13,050 5,564 7,616
------ ------ ------
Total liabilities 16,278 7,378 8,689
------ ------ ------
Net assets 49,009 26,834 32,379
------ ------ ------
Notes 31 December 31 December 30 June
2007 2006 2007
Unaudited Unaudited Audited
(Restated)
£'000 £'000 £'000
Equity
Share capital 7 734 557 704
Share premium account 7 24,168 17,210 23,800
Share based payments reserve 7 636 257 411
Available-for-sale investment 7 14,035 261 547
reserve
Revaluation reserve 7 962 962 962
Foreign currency translation 7 188 - (18)
reserve
Retained earnings 7 8,377 2,289 6,064
------ ------ ------
Equity attributable to equity 49,100 21,536 32,470
holders of the parent
Minority interest 7 (91) 5,298 (91)
------ ------ ------
Total equity 49,009 26,834 32,379
------ ------ ------
Consolidated cash flow statement
For the six months ended 31 December 2007
6 month 6 month 18 months
Period ended Period ended ended
31 December 31 December 30 June
2007 2006 2007
Unaudited Unaudited Audited
(Restated)
£'000 £'000 £'000
Net cash used in operating activities (1,574) (410) (1,634)
------ ----- -------
Investing activities
Interest received 55 25 99
Government grants 5 - 66
Purchase of property, plant and equipment (69) (15) (65)
Disposal of property, plant and equipment 2 - 11
Acquisition of intangible assets (24) (172) (282)
Disposal of trading investments 345 - 2,326
Purchase of trading investments (433) (406) (406)
Acquisition of associates (4,224) (1,545) (2,973)
Disposal of associate 8,515 - -
Acquisition of subsidiaries, net of - 831 (149)
cash acquired ------ ------ -------
Net cash used in investing activities 4,172 (1,282) (1,373)
------ ------ ------
Financing activities
Interest paid - - (80)
Proceeds on issue of shares 398 6,185 6,504
Proceeds received on exercise of - - 639
options in subsidiary
Issue of subsidiary shares to minority - 128 -
interests
Short term loan repayments - (400) (3,436)
Share issue expenses - (355) (354)
------ ------ -------
Net cash from financing activities 398 5,558 3,273
------ ------ -------
Net increase in cash and cash 2,996 3,866 266
equivalents
Cash and cash equivalents at beginning 1,582 348 1,321
of period
Effect of foreign exchange rate changes 92 - (5)
------ ------ -------
Cash and cash equivalents at end of 4,670 4,214 1,582
period ------ ------ -------
Notes to the interim financial information
For the six months ended 31 December 2007
1. Corporate information
The interim consolidated financial statements of the Group for the six months
ended 31 December 2007 were authorised for issue in accordance with a resolution
of the directors on 27 March 2008.
Xtract Energy Plc is a company incorporated in the United Kingdom under the
Companies Act 1985. The company's ordinary shares are traded on the AIM market
of the London Stock Exchange.
2. Basis of preparation
Xtract Energy Plc prepares its Group Financial Statements on the basis of
International Financial Reporting Standards (IFRS) as adopted for use by the
European Union (EU). The financial information presented herein has been
prepared in accordance with the accounting policies expected to be used in
preparing the Group Financial Statements for the year ending 30 June 2008 which
do not differ significantly from those used for the 2007 Group Financial
Statements.
The interim consolidated financial statements do not include all the information
and disclosures required in the annual financial statements, and should be read
in conjunction with the Group's annual financial statements for the period ended
30 June 2007.
The Group's interim financial statements for the period ended 31 December 2006
had incorrectly accounted for the acquisition of Xtract Oil Limited and Cambrian
Oil and Gas Plc. The annual financial statements for the period ended 30 June
2007 had correctly accounted for these acquisitions. Accordingly, the
comparative financial information for the six months ended 31 December 2006 has
been restated. A reconciliation of the restated comparative interim financial
information from the previously published interim financial statements for the
six months period to 31 December 2006 is included at note 8.
The interim financial information is not audited and does not constitute
statutory accounts within the meaning of section 240 of the Companies Act 1985.
Comparative figures for the period ended 30 June 2007 have been extracted from
the Group Financial Statements which received an unqualified opinion from the
auditors and have been filed with the Registrar of Companies.
The interim financial information is presented in Sterling and all values are
rounded to the nearest thousand pounds (£'000) unless otherwise stated.
3. Other gains and losses
An analysis of the Group's other gains and losses are as follows:
Period ended Period ended 18 months
31 December 31 December ended 30 June
2007 2006 2007
(Restated)
£'000 £'000 £'000
Disposal of associate 3,335 - -
Disposal of available for sale 1,002 - -
investments
Fair value movement on derivative 272 822 -
assets
Gain on dilution of interests in 1,255 - -
associates (note 5)
Commission received 182 - -
Realised gains on sale of held for - - 1,233
trading investments
Unrealised gains on held for trading - - 5,091
investments
Loss on dilution from subsidiary share - - (356)
issue ------ ------ ------
Total other gains and losses 6,046 822 5,968
------ ------ ------
4. Earnings per share
The calculation of the basic and diluted earnings per share is based on the
following data:
Six months 18 months
ended ended
Earnings 31 December 31 December 30 June
2007 2006 2007
(Restated)
£'000 £'000 £'000
Earnings for the purposes of basic
earnings per share being net profit
attributable to equity holders of the parent 2,313 2,983 6,284
-----------------------------
Six months 18 months
ended ended
31 December 31 December 30 June
2007 2006 2007
(Restated)
Number of shares
Weighted average number of ordinary
shares for the purposes of basic
earnings per share 709,330,848 388,196,649 420,569,934
Effect of dilutive potential ordinary
shares - options and warrants 63,236,220 95,792,873 67,143,088
--------------------------------------
Weighted average number of ordinary
shares for the purposes of diluted
earnings per share 772,567,068 483,989,522 487,713,022
--------------------------------------
Certain options and warrants of the Group are not dilutive and are therefore
excluded from the weighted average number of ordinary shares for the purposes of
diluted earnings per share.
5. Interests in Associates
Details of the Group's associates for the period ended 31 December 2007 are as
follows:
31 December 31 December 30 June
2007 2006 2007
(Restated)
£'000 £'000 £'000
At beginning of the period 23,818 - 412
Acquired on acquisition of subsidiary - 10,093 10,093
Revaluation on acquisition of minority - - 3,481
interest
Investment in associate (a) 6,621 - -
Exercise of options in associate 333 - 2,973
Transferred from derivatives 128 - -
Gain on dilution of interests in associates 1,255 - -
Share of associates' share based payments 91 - -
reserve
Share of associates' foreign currency (2) - -
translation reserve
Share of associates' available for sale (188) - -
reserve
Disposal of investment in associate (b) (5,180) - -
Transferred to available for sale investments (18,268) - -
(c) (note 6)
Transferred from trading investments - - 7,628
Transferred to investment in subsidiary - - (407)
Share of associates losses for the period (906) (17) (362)
Exchange translation 44 (1) -
------- ------ ------
At end of the period 7,746 10,075 23,818
------- ------ ------
a) Includes additional investments in the Group's Wasabi Energy Limited and
Elko Energy Limited associates during the period.
b) Carrying value of MEO shares disposed during the period.
c) Carrying value of Wasabi Energy Limited transferred from available for
sale investments on becoming an associate in August 2007 and the transfer of
MEO Australia Limited cost to available for sale investments on ceasing to
be an associate in December 2007.
Name Place of Date Date Proportion of Principal
Incorporation associate associate ownership & Activities
and Operation interest interest voting power
acquired disposed held %
MEO Australia Australia 15/11/06 13/12/07 N/A Oil & gas
Limited i) exploration
Elko Energy Canada 15/11/06 N/A 35.24 Oil & gas
Limited exploration
Wasabi Energy Australia 2/08/07 N/A 36.02 Energy and
Limited technology
investments
i) Transferred to available for sale investment during the period.
6. Available-for-sale investments
Details of the Group's available-for-sale investments for the period ending 31
December 2007 are as follows:
31 December 31 December 30 June
2007 2006 2007
(Restated)
£'000 £'000 £'000
At beginning of the period 3,206 - -
Acquired during the period - 2,424 2,424
Disposals (a) (4,274) - -
Unwinding of fair value on transfer to (547) - -
investment in associate (b)
Transferred from investments in 18,268 - -
associates (c) (note 5)
Movement in fair value (d) 22,670 374 782
------ ----- -----
At end of the period 39,323 2,798 3,206
------ ----- -----
(a) Carrying value of Aviva investment disposed during the period.
(b) Fair value adjustments unwound against available-for-sale reserve upon
ceasing to be available-for-sale and becoming an associate.
(c) Carrying value of Wasabi Energy Limited transferred from available-for-sale
investments on becoming an associate in August 2007 and the transfer of MEO
Australia Limited cost to available-for-sale investments on ceasing to be
an associate in December 2007.
(d) Movement in fair value of investments during the period.
Available-for-sale investments
Available-for-sale investments comprise the Group's investment in listed
securities and unlisted securities, which have been held by the Group for long
term returns.
7. Reconciliation of changes in equity
Share Share Share Available- Revaluation Foreign Retained Minority Total
Capital premium based for-sale reserve currency Earnings Interest Equity
account payments investments translation
reserve reserve reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 July 2006 287 6,009 123 - - - (695) - 5,724
Issue of shares 270 11,690 - - - - - - 11,960
Share issue - (489) - - - - - - (489)
expenses
Share based - - 134 - - - - - 134
payments expense
Gain on - - - 374 - - - - 374
revaluation of
available-for-sale
investments
Deferred tax on - - - (113) - - - - (113)
revaluation of
available-for-sale
investments
Currency - - - - - - 1 128 129
translation
differences
Revaluation on - - - - - 962 - - 962
acquisition of
subsidiaries
Minority interest - - - - - - - 5,007 5,007
arising on
acquisition of
subsidiary
Profit for the - - - - - - 2,983 163 3,146
period ----- ------ ---- ----- ----- ----- ----- ----- -----
At 31 December 557 17,210 257 261 962 - 2,289 5,298 26,834
2006 (restated)
Issue of shares 147 6,699 - - - - - - 6,846
Share issue - (109) - - - - - - (109)
expenses
Share based - - 154 - - - - - 154
payments expense
Gain on - - - 408 - - - - 408
revaluation of
available-for-sale
investments
Deferred tax on - - - (122) - - - - (122)
revaluation of
available-for-sale
investments
Currency - - - - - (18) - - (18)
translation
differences
Issue of shares by - - - - - - - 995 995
subsidiary
Acquisition of - - - - - - - (7,281) (7,281)
minority interest
Profit for the - - - - - - 3,775 897 4,672
period ----- ------ ---- ---- ---- ---- ----- ---- ------
At 30 June 2007 704 23,800 411 547 962 (18) 6,064 (91) 32,379
----- ------ ---- ---- ---- ---- ----- ---- ------
Share Share Share Available- Revaluation Foreign Retained Minority Total
Capital premium based for-sale reserve currency Earnings Interest Equity
account payments investments translation
reserve reserve reserve
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 July 2007 704 23,800 411 547 962 (18) 6,064 (91) 32,379
Issue of shares 30 368 - - - - - - 398
Share based - - 162 - - - - - 162
payments expense
Gain on - - - 22,670 - - - - 22,670
revaluation of
available-for-sale
investments
Unwinding of fair - - - (545) - - - - (545)
value on transfer
to investment in
associate
Deferred tax on - - - (6,638) - - - - (6,638)
revaluation of
available-for-sale
investments
Transfer of - - - (2,669) - - - - (2,669)
available-for-sale
revaluations to
income statement
on disposal
Transfer of - - - 802 - - - - 802
deferred tax on
revaluation of
available-for-sale
assets on disposal
Share of - - 91 (188) - (1) - - (98)
associates
reserves
Deferred tax on - - (28) 56 - (12) - - 16
share of
associates
reserves
Currency - - - - - 219 - - 219
translation
differences
Profit for the - - - - - - 2,313 - 2,313
period ----- ------ ---- ------ ------ ----- ----- ----- ------
At 31 December 734 24,168 636 14,035 962 188 8,377 (91) 49,009
2007 ----- ------ ----- ------ ------ ----- ----- ----- ------
8. Adjustments to restate comparative interim financial information
In preparing this interim financial information, the comparative results for the
six months to 31 December 2006 have been restated in line with the accounting
treatment of the acquisition of Xtract Oil Limited and Cambrian Oil and Gas Plc
in the previously published financial statements of the Group for the period
ended 30 June 2007.
A reconciliation of the comparative amounts previously reported to restate
comparative amounts for the consolidated income statement and the consolidated
balance sheet is provided below. A description of each adjustment then follows.
a)
Consolidated income statement Six months ended 31 December 2006
As
previously
reported Adjustments Restated
£'000 £'000 £'000
Income statement
Administrative expenses (331) (162) (493)
Other operating income 67 - 67
----- ----- -----
Operating loss (264) (162) (426)
Investment revenues 25 - 25
Other gains and losses 822 - 822
Finance costs (89) - (89)
Share of results of associates 812 (829) (17)
Negative goodwill on acquisition - 3,077 3,077
of subsidiary ------ ------ ------
Profit before tax 1,306 2,086 3,392
Tax (246) - (246)
------ ------ -------
Profit for the period 1,060 2,086 3,146
------ ------ -------
Attributable to:
Equity holders of the parent 897 2,086 2,983
Minority interest 163 - 163
------ ------ -------
1,060 2,086 3,146
------ ------ -------
b)
Consolidated balance sheet
31 December 2006
As
previously
stated Adjustments Restated
£'000 £'000 £'000
Non-current assets
Intangible assets 10,170 1,238 11,408
Property, plant and equipment 190 - 190
Interests in associates 1,216 8,859 10,075
Available-for-sale investments 2,798 - 2,798
Deferred tax asset - 268 268
------ ------ ------
14,374 10,365 24,739
------ ------ ------
Current assets
Cash and cash equivalents 4,214 - 4,214
Inventories 14 - 13
Trade and other receivables 398 - 398
Financial assets 4,847 - 4,848
------ ------- ------
9,473 - 9,473
------ ------- ------
Total assets 23,847 10,365 34,212
------ ------- ------
Current liabilities
Trade and other payables 285 - 285
Amounts due to parent company 1,529 - 1,529
------ ------- ------
1,814 - 1,814
------ ------- ------
Net current assets 7,659 - 7,659
------ ------- ------
Non-current liabilities
Deferred tax liabilities 1,332 4,232 5,564
------ ------- ------
Total liabilities 3,146 4,232 7,378
------ ------- ------
Net assets 20,701 6,133 26,834
------ ------- ------
Equity
Share capital 557 - 557
Share premium account 17,210 - 17,210
Share based payments reserve 257 - 257
Available-for-sale investment 374 (113) 261
reserve
Revaluation reserve - 962 962
Retained earnings 208 2,081 2,289
------ ------ ------
Equity attributable to equity 18,606 2,930 21,536
holders of the parent
Minority interest 2,095 3,203 5,298
------ ------ ------
Total equity 20,701 6,133 26,834
------ ------ ------
c)
Consolidated income statement reconciliation Six months ended
31 December
2006
£'000
Reported profit for the period after tax as 1,060
previously stated
Revisions to acquisition accounting for Xtract 2,086
Oil Limited and Cambrian Oil and Gas Plc -----
Total adjustments 2,086
-----
Revised profit for the period 3,146
-----
d)
Consolidated balance sheet reconciliation 31 December
2006
£'000
Net assets as previously stated 20,701
Revision to acquisition accounting for Xtract Oil 957
Limited (i)
Revisions to acquisition accounting for Cambrian Oil 5,289
and Gas Plc (ii)
Deferred tax on available for sale investments (113)
------
Total adjustments 6,133
------
Revised net assets 26,834
------
Description of restatement of comparative interim information
(i) Revision to acquisition accounting for Xtract Oil Limited
On 17 February 2006, the Group acquired the remaining 78.3% share capital of
Xtract Oil Limited ('Xtract Oil' or 'XOIL'). On acquisition of the remaining
share capital, the Group accounted for the transaction as a business combination
and applied purchase accounting but did not take account of the 'step-up' in
accordance with IFRS 3 'Business Combinations'. Furthermore, the fair value of
the net assets acquired is assessed to have been £5,351,000, rather than
£6,308,000, a difference of £957,000. In addition, Xtract Oil was an associate
of the Group prior to this transaction but no share of its result was previously
recognised. The revised purchase accounting resulted in the adjustments in the
following tables.
(ii) Revisions to acquisition accounting for Cambrian Oil and Gas Plc
As at 15 November 2006 the Group acquired a controlling interest of 65.5% in
Cambrian Oil and Gas Plc ('COIL'). The Group accounted for the transaction as a
business combination and applied purchase accounting. However, the fair value of
the net assets acquired is assessed to have been £14,663,000 rather than
£9,213,000, an increase of £5,450,000. Also, the Group had previously accounted
for initial interest in COIL as an associate when instead these initial
transactions formed part of a group of closely related transactions in a short
period of time to acquire a controlling interest of 65.5% of COIL. The revised
accounting for the business combination and subsequent purchases of minority
interests resulted in the adjustments in the tables following:
Income statement adjustments COIL XOIL
Six months Six months
ended 31 ended 31
December December
2006 2006
£'000 £'000
Reversal of incorrectly recorded share of (829) -
associate results
Recognition of negative goodwill on acquisition 3,077 -
Adjustment to administrative costs (162) -
----- -----
2,086 -
----- -----
Balance sheet adjustments COIL XOIL
31 December 31 December
2006 2006
£'000 £'000
Mining rights - 3,603
Intangible assets (2,365) -
Investment in associates 8,859 -
Deferred tax asset 268 -
Deferred tax liabilities (1,586) (2,646)
------- -------
5,176 957
------- -------
Revaluation reserve - 962
Available-for-sale investment reserve (113)
Minority interests 3,203 -
Profit for the period 2,086 -
Retained earnings - (5)
------- -------
5,176 957
------- -------
Refer to note 21 of the Audited Group Financial Statements for the period ended
30 June 2007 for the full details of the acquisitions.
9. Subsequent events
In January 2008, MEO Australia Limited (MEO) announced that the results of the
Heron-2 appraisal well were inconclusive. Production testing at the time was
unsuccessful in confirming economically recoverable reserves within the Epenarra
Darwin formation. A decline in the share price of MEO coincided with the release
of these results. At 31 December 2007, MEO had a share price (ASX: MEO) of
AUD$1.49, and at 27 March 2008 a share price of $AUD 0.29. MEO was classified as
an available for sale investment at 31 December 2007 with its carrying value
recorded at the market value at that date.
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