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CAP Energy Plc (CAPP)

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Friday 15 August, 2014

CAP Energy Plc

Unaudited Interim Report for the six months end...

                                                                                                15 August 2014

                                    CAP ENERGY PLC ("Cap" or the "Company")
                        Unaudited Interim Report for the six months ended 30 June 2014

The Directors of Cap Energy PLC, the ISDX Growth Market company focused on upstream oil and gas exploration in
sub-Saharan  Africa, are pleased to announce the Company's unaudited Interim Results for the six month  period
ended 30 June 2014.

    -       Over $3 million (£1.9 million) invested in exploration during the period
    -       Costs contained at £473,000  (2013: £364,000) despite major increase in activity

    -       3700 Km 2D survey of Senegal Block Djiffere completed. Interpretation due H2 2014
    -       Adjacent blocks operated by Cairn Energy currently being drilled: first results due imminently
    -       Guinea Bissau 2D survey with Virtual Drilling analysis reveals significant leads in Block 5B
    -       3D survey of Guinea Bissau Block 5B: preparations being finalised
    -       Move to AIM : planning phase underway

Lina Haidar, CEO of Cap, commented:

"As  we move towards our goal of building a credible regional company with valuable prospects, we are entering
a  very  exciting phase. The interpretation of the seismic work done so far - particularly Block 5B off Guinea
Bissau  -  has  encouraged  the Block partners to move forward with 3D acquisition as  soon  as  is  feasible.
Meanwhile,  the drilling taking place on the two blocks adjacent to our Senegal Block Djiffere will  start  to
give results very soon."

Tim Hearley, Chairman of Cap added:

"There is no doubt in my mind that Cap has the capability and energy to be a serious player in the junior  E&P
space.  Its combination of high level regional contacts and access through its operating partners to  the  Rex
proprietary  technologies is unique and its investment appeal will be significantly enhanced  by  the  planned
move to AIM."

For further information please contact:

Cap Energy PLC
Chanelle George, Investor Relations
Tel: +33 616 65 1154
Email: [email protected]

Martin Groak, CFO
Tel: +44 (0) 20 7491 9196
Email: [email protected]

Peterhouse Corporate Finance Limited
Mark Anwyl and Duncan Vasey
Tel: +44 (0) 20 7469 0930
Email: [email protected]

Cap Energy PLC
25 Dover Street
London W1S 4LX
Tel: +44 (0) 20 7491 9196
Email: [email protected]
Change of Registered Office

Effective immediately, the Company's Registered Office has changed to:
Cap Energy PLC
Ten Dominion Street

Interim Results

Chairman's Statement

Operational review

Further  to the recent AGM statement, the Company (together with its subsidiaries, the "Group") is progressing
with its plan to move to the AIM market and is having discussions with various professionals to gauge the best
approach and timing in order to maximise shareholder value.

Meanwhile, operations have been focused on seismic activities in the Group's three exploration assets offshore
West Africa.

The Group's exploration assets and participations consist of:

    -    Guinea Bissau Block 1 in shallow waters (0-100 metres water depth /m w.d.)  Participation 24 %
    -    Guinea Bissau Block 5B in water depths ranging from conventional (200 m w.d.) to deep and ultra deep
        (4000 m w.d.)  Participation 27 %
    -    Senegal Block Djiffere in shallow waters (0-100 m w.d.) Participation 44.1 %.

Guinea Bissau Block 1

Beicip-Franlab  (independent consultants, part of Institut Français du Pétrole) carried out the interpretation
of  the  2D seismic data collected during the 2013 survey. This interpretation is being revised by the Group's
technical  team  at GM&P, while Trace Atlantic Oil Limited (TAOL) has begun to reprocess the seismic  data  to
enable a Virtual Drilling analysis to be carried out during the second half of 2014.

In  order to obtain better definition of the identified leads from the re-interpretation of the seismic  data,
the  Block  1 Joint Venture has succeeded in obtaining the data relevant to the Sinapa 2 and Sinapa  2z  wells
from  the  partners of the Block 2 Joint Venture. The results of these analyses will define the  strategy  for
this block.

Guinea Bissau Block 5B

Beicip-Franlab  carried  out the interpretation of the 2D seismic data collected  during  the  2011  and  2013
surveys and, at the same time, Rex Technology Management performed a Virtual Drilling analysis. This work  has
resulted  in the identification of several well-defined leads. A further refinement of this analysis is  being
conducted that will feed into the final design of the upcoming 3D survey.

Senegal Djiffere Block

A  2D  seismic survey (3700 line km full fold) was conducted over the Block between the end of April 2014  and
the beginning of June 2014. The processing of the data acquired is in progress. This will be followed in H2 by
the interpretation and a Virtual Drilling analysis, both to be completed by year-end.

Capital raised

During  the  period under review, the Company announced that it had raised $1.5 million of  equity  through  a
private  placing  with  one  investor at a price of 148 pence per share. Since the  end  of  the  period,  two
directors have loaned the Company a total of $1.38 million to fund current operational needs.

New subsidiary and associated company

In  February this year, the Company created a new subsidiary, Sencap Ltd., which purchased 49% of TAOL Senegal
(Djiffere)  Ltd.  ("TAOL  Djiffere")  in February this year. TAOL Djiffere  is  the  licence-holder  of  Block
Djiffere, with a 90% participation interest.

In  the  Group's  consolidated financial statements presented below, TAOL Djiffere  is  accounted  for  as  an
Associated Company.


The Directors do not propose a dividend for the six month period ended 30 June 2014.

Tim Hearley

Unaudited consolidated statement of comprehensive income
For the six month period ended 30 June 2014

                                                         Unaudited        Unaudited         Audited
                                                        Six months       Six months            Year
                                                             ended            ended        ended 31
                                                           30 June          30 June        December
                                                              2014             2013            2013
                                            Note             £'000            £'000           £'000
Continuing operations                                                                                 

Administrative expenses                                      (473)           (364)            (625)

Operating loss                                               (473)           (364)            (625)

Interest receivable                                             -               -                1
Interest payable                                                -               -                -
                                                             (473)           (364)            (624)

Share of losses of associated company                          (8)              -                -

Loss before taxation                                         (481)           (364)            (624)

Income tax expense                               5              -               -                -

Loss for the period                                          (481)           (364)            (624)

Attributable to:                                                                              
  -     Owners of the Parent:                                (469)           (364)            (625)
 -       Non-controlling interests                            (12)              -                1
                                                             (481)           (364)            (624)

Total comprehensive loss                                     (481)           (364)            (624)

Basic and diluted loss per share (pence):
Attributable to owners of the Parent              3         (1.63)          (6.22)           (5.47)

Unaudited consolidated statement of financial position
As at 30 June 2014

                                                         Unaudited       Unaudited          Audited
                                                             As at           As at            As at
                                                           30 June         30 June      31 December
                                                              2014            2013             2013
                                                Note        £'000           £'000             £'000


Non-current assets:                                                                         
Property, plant and equipment                                  14                5              19
Investment in associated company                  6            82                -               -
Intangible assets                                           4,383            1.816           2,508
                                                            4,479            1,821           2,527

Current assets:                                                                             
Other receivables, deposits and prepayments                    88               35              32
Cash and cash equivalents                                      11                5             881
                                                               99               40             913

                                                            4,578            1,861           3,440
Total assets                                                                                

Equity and liabilities                                                                      

Share capital                                     7         1,452              338           1,421
Share premium account                             7         1,467            1,580             596
Own shares                                                      -                -               -
Distributable reserve                                       3,470                -           3,470
Accumulated losses                                         (2,952)          (2,222)         (2,483)

Total equity attributable to the owners of the                                              
parent                                                      3,437             (304)          3,004

Non-controlling interests                                     231              242             243

Total equity                                                3,668              (62)          3,247

Current liabilities:                                                                        
Trade payables                                                216              384              25
Amounts due to shareholders                                    11              656              26
Other payables                                                 11                1              13

Accruals and deferred income                                  672                2             129
Convertible loan notes                                          -              880               -

                                                              910            1,923             193

Total liabilities                                             910            1,923             193

Total equity and liabilities                                4,578            1,861           3,440

Unaudited consolidated statement of changes in equity
For the six month period ended 30 June 2014

                                              Attributable to owners of the parent

                              Share     Share    Own   Accumulated  Distribut        Total        Non-      Total
                            capital   premium   shares      losses       able               controlling    equity
                                                                      reserve                  interest
                              £'000     £'000   £'000        £'000      £'000       £'000       £'000       £'000

Balance at 1 January                                                                                              
2014                          1,421       596       -      (2,483)      3,470       3,004         243        3,247

Comprehensive                     -         -       -        (469)          -        (469)         12         (481)
loss for the period 

Issue of shares                  31       871       -           -           -         902           -          902

Balance at 30 June 2014       1,452     1,467       -      (2,952)       3,470       3,437         231       3,668

Balance at 1 January                                                                                                    
2013                            238     1,580       -      (1,858)           -         (40)          -         (40)

Comprehensive                     -         -       -        (364)           -        (364)          -        (364)
loss for the period                                                                                         

Issue of shares                 100         -       -           -            -         100           -         100

Non-controlling                  -          -       -           -            -           -         242         242
interest arising                                                                                     
on acquisition of                                  

Balance at 30 June 2013         338     1,580               (2,222)          -        (304)        242         (62)

Balance at 31 December          238     1,580       -       (1,858)          -         (40)          -         (40)

Loss for the year                 -         -       -         (625)          -        (625)          1        (624)

Issue of ordinary shares      1,222     2,447       -            -           -       3,669           -       3,669

Cancellation of deferred        (39)        -       -            -          39          -            -           -

Capital reduction                 -    (3,431)      -            -       3,431          -            -           -

Non-controlling interest          -         -       -            -           -          -          242         242
arising on acquisition
of subsidiary

Balance at 31 December        1,421       596       -       (2,483)      3,470       3,004         243       3,247

Unaudited consolidated statement of cash flows
For the six month period ended 30 June 2014

                                                        Unaudited      Unaudited           Audited
                                                       Six months     Six months              Year
                                                            ended          ended             ended
                                                          30 June        30 June       31 December
                                                             2014           2013              2013
                                                            £'000          £'000             £'000
Cash flow from operating activities                                                             

Loss before taxation                                       (481)           (364)              (624)
Adjustments for:-                                                                               
Share of losses of associated company                         8               -                  -
Depreciation of property, plant and equipment                10               1                  7
Interest income                                               -               -                 (1)
Interest charges                                              -               -                  -

Operating cash flow before working capital changes         (463)            (363)             (618)

Increase in other receivables and deposits                  (55)             (31)              (29)
Increase /(decrease) in trade payables                      191              127              (232)
Loans advanced by / (repaid to) shareholders (net)          (15)             428              (202)
Issue of convertible loans (net of redemptions)               -              880                 -
Decrease in other payables                                   (2)             (32)              (19)
Increase / (decrease) in accruals and deferred income       543               (1)              126

                                                            199            1,008              (974)

Interest income                                              -                 -                 1

Interest charges                                             -                 -                 -

Net cash flow from operating activities                     199            1,008              (973)

Cash flow used in investing activities 

Purchase of property, plant and equipment                    (5)              (4)              (24)
Funds used in exploration and evaluation                 (1,876)            (188)             (561)
Net cash consideration on acquisition of subsidiary           -             (911)           (1,130)
Acquisition of Associated company                           (90)               -                 

Net cash flow used in investing activities               (1,971)          (1,103)           (1,715)

Cash flows from financing activities  

Proceeds from issue of shares                               902              100             3,568

Net (decrease) / increase in cash and cash                                                      
equivalents                                                (870)               5               880

Cash and cash equivalents at beginning of period            881                -                 1

Cash and cash equivalents at end of period                   11               5                 881

Notes to the unaudited interim report
For the six months ended 30 June 2014

1. General information

Cap  Energy  PLC  is  an independent upstream oil and gas company focused on the exploration,  production  and
development of conventional oil and gas assets in sub-Saharan Africa. The principal activity of the Company is
that of a parent holding company which manages the Group's strategic direction and underlying subsidiaries.

The  Company  was re-registered in England on 12 December 2013 as a public company limited by  shares  and  is
domiciled in England and incorporated and registered in England and Wales. The Company's shares are listed  on
the Growth Market of ICAP Securities & Derivatives Exchange ("ISDX"). The address of its registered office  is
Ten Dominion Street, London, EC2M 2EE. The registered number of the Company is 05351398.

2. Basis of preparation

The  interim financial information has been prepared on the basis of the accounting policies set  out  in  the
annual  report  and accounts for the year ended 31 December 2013, which have been prepared in accordance  with
International Financial Reporting Standards as adopted for use by the European Union.

The interim financial information is unaudited and does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006.

The interim financial information has been drawn up using accounting policies and presentation expected to  be
adopted  in the Group's full financial statements for the year ended 31 December 2014. Any new standards  that
will be adopted in full for the first time in the year-end financial statements did not have a material impact
on this interim financial information.

The  statutory  financial statements for the year ended 31 December 2013, which have been filed  at  Companies
House,  were  prepared under IFRS and IFRIC interpretations as adopted by the European Union  and  with  those
parts  of the Companies Act 2006 applicable to companies preparing their financial statements under IFRS.  The
auditors  reported  on  those  financial statements; their Audit Report was unqualified,  did  not  contain  a
statement under either Section 498(2) or 498(3) of the Companies Act 2006 but contained an emphasis of  matter
in respect of the Group's ability to continue as a going concern.

The interim financial information for the six months ended 30 June 2014 was approved by the Board on 14 August

3. Loss per share

The calculation of loss per share is based on the following:

                                                          Unaudited         Unaudited           Audited
                                                         Six months        Six months        Year ended
                                                              ended             ended       31 December
                                                            30 June           30 June
                                                               2014              2013              2013
                                                              £'000             £'000             £'000

      Loss after tax attributable to owners  of the                                          
      Parent :                                                 (469)             (364)             (625)

      Weighted average number of shares:                                                     
      Basic and diluted                                  28,817,537         5,850,884         11,403,078

In  calculating the weighted average number of ordinary shares outstanding for the period ended 30 June  2013,
an  adjustment has been made to decrease the number of shares resulting from the consolidation of shares  made
in August 2013 (as described in the Annual Report for the year ended 31 December 2013). The comparative number
of  shares has also been reduced to reflect the exclusion of shares held by the Employee Benefits Trust.  Both
of  these  adjustments are described in detail in the Company's Annual Report for the year ended  31  December

4. Segmental analysis

IFRS  8 requires operating segments to be identified on the basis of internal reports about components of  the
Group that are regularly reviewed by the chief operating decision maker (which takes the form of the board  of
directors  of the Company) as defined in IFRS 8, in order to allocate resources to the segment and  to  assess
its performance.

The  Group's  business involves exploring for hydrocarbon liquids and gas. As at 30 June 2014, there  are  two
reportable operating segments: Africa and Head Office.  Intangible assets and operating assets and liabilities
are located in Africa, whilst the majority of current assets are carried at Head Office. The Group has not yet
commenced  production  and  therefore  has no revenue. Each reportable  segment  adopts  the  same  accounting
policies.  In compliance with IFRS 8 'Operating Segments' the following table reconciles the loss  before  tax
for  the  year  of  each reportable segment with the consolidated figures presented in this Interim  Financial
Information, with comparatives for the six months ended 30 June 2013 and the year ended 31 December 2013,  and
the net assets together with comparative figures as at 30 June 2013 and 31 December 2013.

The Group's profit / (loss) before tax and equity attributable to owners of the parent are detailed below.

                                                      Head          Total
                                       Africa        Office
                                       £'000          £'000         £'000

        30 June 2014:                                                     
        Loss before tax                  (91)          (378)         (469)

        Equity attributable                                         
        to owners of parent            5,219         (1,782)        3,437

        30 June 2013:                                                      
        Loss before tax                    -           (364)         (364)

        Equity attributable                                         
        to owners of parent            1,949         (2,253)         (304)

        31 December 2013:                                                  
        Profit/(loss) before tax           3           (628)         (625)

        Equity attributable                                         
        to owners of parent            2,724            280         3,004

5. Taxation

There  is  no  current  tax charge for the period as the Group has not yet generated any  taxable  income.  No
amounts  are  included for deferred tax assets in respect of carry forward 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.

6. Investment in associated company

On   19   February  2014, Sencap Limited ("Sencap"), a newly formed and wholly-owned subsidiary of the Company
incorporated  on  6  February 2014,  acquired  from Trace  Atlantic  Oil  Limited   ("TAOL")  a  49  per  cent
interest  in  TAOL   Senegal   (Djiffere)  Limited  ("TAOL Djiffere"),  the   company   holding  the  Djiffere
Licence.  TAOL Djiffere was incorporated in the British Virgin Islands. TAOL is the owner of the remaining  51
per cent interest in TAOL Djiffere and also the operating partner in TAOL Djiffere.

The  total  consideration  for  the acquisition of the 49 per cent interest in TAOL  Djiffere  was  US$150,000
(equivalent to £90,000). At the same time Sencap made a shareholders' contribution of US$2 million payable  to
TAOL  Djiffere,  of which US$ 0.4 million was in respect of historic costs. The Djiffere Licence  area  covers
approximately 4,459 km² in shallow waters in the Senegal Basin off the West African coast and is  adjacent  to
the Block Rufisque Offshore area operated by Cairn Energy PLC.

The  investment  in  TAOL  Djiffere has been accounted for using the equity method of accounting  whereby  the
investment  is initially recognised at cost and the carrying value is increased or decreased to recognise  the
Group's  share  of  the profit or loss of the associate after the date of acquisition. At 30  June  2014,  the
carrying value of the investment is summarised as follows:

       Cash consideration payable on                        
       acquisition                                          90
       Group's share of post-                               
       acquisition losses                                   (8)

       Carrying value                                       82

7. Called-up share capital

                                                              30                  30                 31 
                                                            June                June           December
                                                            2014                2013               2013
                                                           £'000               £'000              £'000

      Allotted, called-up and fully paid:                                                     
      Ordinary shares of £0.05 each                        1,452                 299              1,421
      (30 June 2013: £0.005 each)                                                             
      Deferred shares of £0.005 each                           -                  39                  -

                                                           1,452                 338              1,421

The  final  US$1,500,000 tranche of the US$3,500,000 subscription agreement announced on 3  October  2013  was
received on 26 February 2014 and 621,999 new ordinary shares of 5p each in the Company were issued at a  total
Sterling consideration equivalent to £902,000 (including share premium of £871,000).

8.   Restatement of comparative amounts

Certain  comparative figures have been restated so as to present the consolidated results, financial position,
changes in equity and cash flows of the Group for the six month period ended 30 June 2013. The interim results
previously  presented  for  this  period  related to those of the parent  company  only.  The  effect  of  the
restatement is summarised as follows:

    As at 30 June 2013                                        As            Effect of                As
                                                      previously          restatement          restated

                                                           £'000                £'000             £'000

    Statement of financial position                                                       

    NON-CURRENT ASSETS                                                                    
    Fixed asset investments                                1,577               (1,577)                -
    Intangible assets                                          -                1,816             1,816

    Cash and cash equivalents                                  2                    3                 5

                                                             (304)                242               (62)


    Non-controlling interests                                   -                 242               242

                                                             (304)                242               (62)


   The restatement had no impact on the results for the period ended 30 June 2013 or equity attributable  to
   the parent company.

9. Post Balance Sheet Event: Related party disclosures

On  2  July  2014,  Lina  Haidar and Alex Haly, Chief Executive of the Company and a  Non-executive  Director,
respectively, agreed to loan a total of US$1.38 million (equivalent to approximately £812,000) to the  Company
in  order to fund the Group's current operating requirements in Africa. This loan is not convertible, bears no
interest and is repayable on or before 31 July 2015.

10. Seasonality of the Group's business operations

There are no seasonal factors which materially affect the operations of any company in the Group.

CAP Energy Plc

a d v e r t i s e m e n t