TIDMWTE
RNS Number : 7109R
Westmount Energy Limited
31 October 2019
31 October 2019
WESTMOUNT ENERGY LIMITED
("Westmount" or the "Company")
Final Results & Notice of AGM
The Company is pleased to announce its Final Results for the
year ended 30 June 2019, and hereby gives notice that the Annual
General Meeting of Westmount Energy Limited will be held at No 2
The Forum, Grenville Street, St Helier, Jersey JE1 4HH, Channel
Islands on 11 December 2019 at 11.00 am.
Copies of the Company's results and Notice of AGM are available
on the Company's website, www.westmountenergy.com, and will be
posted to shareholders today.
CHAIRMAN'S REVIEW
2019 Highlights
-- Operating Profit of GBP2,013,415 for the Year Ended June 30, 2019
-- Material new investments in single asset private companies,
JHI Associates Inc and Cataleya Energy Corp increasing exposure to
ExxonMobil operated drilling on the Canje and Kaieteur Blocks in
2020.
-- Exposure to multi-well, funded, drilling portfolio offshore
Guyana, during 2019-2020 has yielded two oil discoveries (Jethro-1
and Joe-1) to date
-- Investments in Eco (Atlantic) Oil and Gas Limited and Ratio Petroleum performed strongly
-- Post Year End - Subscription offer and Subscription Extension
(at 13 pence per share) yields GBP5.57m in aggregate
-- Focus remains on deploying capital in the prolific, emerging, Guyana-Suriname Basin
The year under review was one of material progress for your
Company as our early toehold investments in the Guyana offshore
space continued to deliver capital gains.
The financial results show an operating profit of GBP2,013,415
for the year, a significant +350% increase on the 2018 operating
profit. As reported at the interim results stage the main driver of
the operating profit was the strong share price performance of your
company's investments in Guyana focused Eco (Atlantic) Oil &
Gas Limited ("EOG") and Ratio Petroleum Energy Limited Partnership
("Ratio Petroleum"), both publicly listed companies.
During the year your Company raised GBP1.6m by way of a 10% p.a.
Unsecured Convertible Loan Note 2021 Issue ("CLN") to provide
capital to access Guyanese investment opportunities without
diluting shareholders at what would have been unacceptably low
share price levels via an equity issue. The Convertible Loan Note
proceeds enabled your board to inter alia take advantage of
opportunities to make material investments in JHI Associates Inc
("JHI") and Cataleya Energy Corp ("CEC").
It should be noted the actual interest cost during the period
was lower than 10%, as approximately 59% of the Convertible Loan
Notes were redeemed during the period, as noted below, with all
interest waived by the Noteholder.
Subsequent to the CLN issue, and a positive AIM market response
in our share price, the board was able to announce on February 27,
2019 the early repayment of GBP940,000 principal of the CLN by way
of a share subscription at 9 pence per share. The residual CLN
principal at year end was GBP660,000.
In addition, the strong share price performance of EOG in the
first half of 2019 enabled the crystallization of a +400% gain via
a part disposal of our EOG holding realising a further GBP1.34m in
proceeds for reinvestment in CEC.
Offshore Guyana has continued to capture global exploration
headlines during this period with an additional 6 exploration
successes (Hammerhead, Pluma, Tilapia, Haimara, Yellowtail and
Tripletail) reported on the Stabroek Block by ExxonMobil and 2
exploration successes (Jethro and Joe) on the Orinduik Block
announced by Tullow Oil. Fifteen of the sixteen successes,
announced to date, have been reported as oil discoveries with the
exception of Haimara-1, in the southeast of the Stabroek Block,
reported as a gas-condensate discovery in February 2019. Although
the Upper Cretaceous Liza play continues to dominate, the
discoveries made so far have proved the presence of 4 separate
hydrocarbon plays and, when combined with an exploration drilling
success rate in excess of 87%, confirm the deepwater
Guyana-Suriname Basin as a prolific, emerging, hydrocarbon
province. ExxonMobil is currently reporting an aggregate discovered
resource in excess of six billion oil equivalent barrels, on the
Stabroek Block, since early 2015.
These discoveries have the potential to be transformational for
Guyana and its people. The arrival of the Liza Destiny FPSO,
offshore Guyana, in late August 2019 heralds the commencement of
'first oil production' from the Liza Phase 1 Development (120,000
BOPD) in Q1 2020 - less than 5 years after discovery. Industry
analysis indicates that continued accelerated development of these
discoveries will propel Guyana to become a 'top 5 global'
deep-water oil producer by 2026 with the potential to produce in
excess of 1 million barrels of oil per day at peak.
Access to opportunities in offshore Guyana remains one of the
key challenges for both the industry and investors. No new offshore
deep-water licences have been awarded since January 2016 and Total
remains the only major player to gain access (post Liza-1
Discovery) to direct licence interests via its 2018 multi-block
farm-in to the Orinduik, Kanuku and Canje Licences. On 27th August
2019 Total announced that Qatar Petroleum had acquired a 40%
interest in its subsidiary holding company with respect to the
Orinduik and Kanuku Blocks.
Eco (Atlantic) Oil & Gas ("EOG")
The investment made in EOG on its AIM Initial Public Offering in
early 2017 provided our shareholders with a material toehold in the
Guyana offshore story. This investment has turned out to be the
star performer to date.
Subsequent to our financial year end, EOG and its partners on
the Orinduik block, Tullow (operator) and Total, announced the
drilling of two successful wells, Jethro-1 and Joe-1, which
represent the first discoveries, offshore Guyana, to be made
outside the Stabroek Block where ExxonMobil is operator.
In August it was announced that the Jethro-1 exploration well
had been drilled by the Stena Forth drillship to a total depth of
14,331 feet (4,400 meters) in approximately 1,350 meters of water.
This well encountered a net oil pay of 55m in a high-quality
sandstone reservoir of Lower Tertiary age, which exceeded pre-drill
expectations. A March 2019 Competent Person's Report ("CPR")
commissioned by EOG indicates pre-drill P50 recoverable volume
estimates of approximately 220 MMboe for the Jethro prospect.
A second discovery on the Orinduik Block was announced in
September 2019 with the drilling of the Joe-1 exploration well by
the Stena Forth drillship to a total depth of 7,176 feet (2,175
meters) in approximately 2,546 feet (780 meters) of water. This
well encountered 16m of net oil pay in a high-quality sandstone
reservoir of Upper Tertiary age and the result has been confirmed
by EOG as falling within their pre-drill estimated volumetric range
for the Joe prospect of 75-150 MMboe.
These discoveries have confirmed that the petroleum system
extends beyond the Stabroek Block and substantially derisk the
Tertiary plays across the Orinduik Block. This has resulted in
further appreciation in the EOG share price given EOG's 15%
participating interest in the block and with EOG being fully funded
for at least 3 additional high impact exploration wells in
Orinduik. Westmount continues to retain 1.5m shares in EOG which
provides our shareholders with exposure to discovered oil resources
and further upside via a 2020 pre-funded drilling campaign on
Orinduik.
Cataleya Energy Corporation ("CEC")
Our initial investment in CEC was announced on May 14 2019 via
the purchase of 253,685 common shares at US$ 10 per share for an
aggregate investment of US $2,536,850 (equivalent to GBP1,949,324)
to acquire a 2.4% fully diluted stake in CEC.
Subsequent to the financial year end, on August 30, 2019 your
Board announced that it had acquired an additional 313,500 common
shares in CEC at a price of US $10 per share, for a total
consideration of US$3,135,000 (equivalent to GBP2,582,372)
including transaction costs. As a result of this share purchase,
Westmount holds a total of 567,185 common shares in CEC,
representing approximately 5.4% of the fully diluted share capital
of CEC.
CEC is a private, Canadian registered company established in
2015 and focused on oil exploration opportunities in the emerging
Guyana-Suriname Basin. CEC's main asset is a 25% participating
interest in the Kaieteur Block, which it holds through its wholly
owned subsidiary Cataleya Energy Limited ("CEL"). The 13,500 km2
Kaieteur Block is located outboard of, and adjacent to, the Ranger
Oil Discovery which is located on the Stabroek Block, offshore
Guyana.
The Kaieteur Block is currently operated by an ExxonMobil
subsidiary, Esso Production & Exploration Guyana Limited (35%),
with CEL (25%), Ratio Guyana Limited (25%) and a subsidiary of Hess
Corporation (15%) as partners.
Ratio Petroleum Energy Limited Partnership ("Ratio
Petroleum")
Your company holds 1.2m units in Ratio Petroleum which has a 25%
Gross interest in the Kaieteur Block offshore Guyana. This
investment provided a toehold in the Kaieteur block that has since
been augmented by the CEC investment.
On 14th May 2019, Ratio Petroleum announced that ExxonMobil and
partners are planning to spud the first well in the Kaieteur Block
on the Tanager Prospect in the first half of 2020. Ratio Petroleum
also published a CPR by NSAI which describes the Tanager Prospect
as a stacked reservoir prospect (Maastrichtian to Turonian
reservoir intervals) and assigns a 'Best Estimate' Unrisked Gross
(100%) Prospective Oil Resource of 256.2 MMBBLs to the prospect
(Low to High Estimates 135.6 MMBBLs to 451.6 MMBBLs), with an
aggregate Probability of Geologic Success (POSg) of 72%.
Ratio Petroleum is fully funded for the ExxonMobil operated
drilling of the Tanager-1 well in the first half of 2020.
As a result of our investments in CEC and Ratio Petroleum, we
look forward to the drilling of the Tanager-1 well which has the
potential to de-risk the Kaieteur block and provide Westmount
shareholders with exposure to a potentially significant capital
gain should it be successful.
JHI Associates Inc ("JHI")
During the period your Company announced that it had increased
its equity position in JHI to approximately 3% of the issued share
capital as of 21st December 2018. JHI's main asset is a 17.5%
carried interest in the Canje Block covering over 6,000 square
kilometres, immediately outboard of the Stabroek Block. As a result
of a farm-in by Total, announced in February 2018, JHI is carried
for the drilling of up to four wells and is funded for the drilling
of additional wells. It is anticipated that the first wells in the
Canje Block will be drilled in early 2020, with Total recently
indicating that the Bulletwood and Jabillo prospects, located in
the north-west portion of the block, as the most likely initial
drilling targets.
We look forward to the Exxon Mobil operated drilling campaign on
Canje which has the potential for transformational value uplifts
should it be successful.
Share Subscription
After the year end, on August 23rd and 28th, 2019 your Board
announced the raising of GBP5.573m in total at 13p per share, by
way of a share subscription to pursue Westmount's ongoing
investment strategy, focused on the Guyana-Suriname Basin. This
financing inter alia enabled the completion of our second CEC
investment announced on the 30th August 2019.
I would like to welcome our new institutional and private
shareholders and thank our new and existing investors for their
support. We believe that the successful financing in August is a
testament to the Guyana specific story and access that Westmount
offers to the opportunity. I wish all our shareholders success with
their investment over the coming year.
Summary/Outlook
Your Board remains focused on accessing investment opportunities
and deploying capital that gives additional exposure to the
emerging Guyana Suriname basin. We have been focusing on Guyana for
over 3 years and in spite of rising valuations and limited access,
opportunities remain. Guyana is emerging as a hydrocarbon province
with first oil production from the Liza field expected in the
coming months. Our initial toehold investments have proven
successful and our investments in the private single asset
companies hold the potential for transformational value uplift
should the ExxonMobil operated drilling campaign in 2020 be
successful.
As we have demonstrated recently, there is capital available in
London for Guyana and besides EOG, Westmount Energy is the only
other London listed junior company focused on the Guyana offshore
space and offering investors material exposure to this emerging
basin.
Westmount continues to offer the opportunity for private
companies, with assets in offshore Guyana, to gain access to London
capital markets via RTO or to provide a liquidity event for their
shareholders. While these private companies decide on their path
forward, our strategy of investing across four different companies
(EOG, Ratio, JHI, CEC) with interests in three different
exploration blocks, (Orinduik, Canje, Kaieteur), continues to
provide our shareholders with exposure to the two discoveries on
Orinduik, already announced this year, and a potential further 3 to
7 funded high impact wells over the next 12-15 months.
History has shown that small percentages in big assets can reap
material returns. The upcoming exploration wells and their
respective geological risks are independent of each other and
therefore our strategy provides shareholders with some risk
diversification and a portfolio effect. Success in some of these
wells could result in transformational value changes. The condensed
drilling time frame and number of exploration wells points to
exciting times ahead for shareholders.
GERARD WALSH
Chairman
30 October 2019
For further information, please contact:
Westmount Energy Limited www.westmountenergy.com
David King, Director Tel: +44 (0)1534 823133
Jane Vlahopoulou
Cenkos Securities plc Nomad and Broker Tel: +44 (0)20 7397
8900
Nicholas Wells / Harry Hargreaves (Corporate
Finance)
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 JUNE 2019
Year ended Year ended
30 June 30 June
2019 2018
Notes GBP GBP
Net fair value gains on financial
assets held at fair value through
profit or loss 2,654,137 722,333
Net fair value losses on financial
liabilities held at fair value through
profit or loss
Impairment of intangible assets (183,753) -
Finance costs 6 (66,667) -
Administrative expenses 7 (79,987) -
4 (229,462) (150,166)
Share options expensed 14 (80,853) (11,087)
Operating profit 2,013,415 561,080
Profit before tax 2,013,415 561,080
Tax - -
Profit after tax 2,013,415 561,080
Other comprehensive income - -
------------ ------------
Total comprehensive income for the
year 2,013,415 561,080
============ ============
Basic earnings per share (pence)
continuing and total operations 5 3.83 1.34
------------ ------------
Diluted earnings per share (pence)
continuing and total operations 5 3.51 1.34
------------ ------------
The Company has no items of other comprehensive income.
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2019
As at As at
30 June 30 June 2018
2019
Notes GBP GBP
ASSETS
Non-current assets
Intangible assets 6 33,333 -
Financial assets held at fair value
through profit or loss 8 6,745,797 1,727,539
---------- -------------
6,779,130 1,727,539
---------- -------------
Current assets
Receivables 9 7,001 8,213
Cash and cash equivalents 10 63,374 557,182
---------- -------------
70,375 565,395
---------- -------------
Total assets 6,849,505 2,292,934
========== =============
LIABILITIES AND EQUITY
Non-current liabilities
Derivative financial instruments 11 221,411 -
Borrowings 11 598,375 -
---------- -------------
819,786 -
---------- -------------
Current liabilities
Trade and other payables 12 45,422 43,170
Derivative financial instruments 11 3,592 -
Borrowings 11 50,967 -
---------- -------------
99,981 43,170
---------- -------------
Total Liabilities 919,767 43,170
---------- -------------
EQUITY
Stated capital 13 5,829,872 4,244,166
Share based payment 14 444,846 363,993
Retained earnings (344,980) (2,358,395)
---------- -------------
Total equity 5,929,738 2,249,764
---------- -------------
Total liabilities and equity 6,849,505 2,292,934
========== =============
These financial statements were approved and authorised for issue
by the Board of Directors on October 2019 and were signed on its
behalf by:
D R King
Director
30 October 2019
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 JUNE 2019
Stated Share-based Retained Total
Notes capital payment reserve earnings equity
GBP GBP GBP GBP
As at 1 July 2017 3,772,244 352,906 (2,919,475) 1,205,675
Comprehensive income
Total Comprehensive income
for the year ended 30 June
2018 - - 561,080 561,080
Transactions with owners
Warrants converted 13 471,922 - - 471,922
Share options expensed 14 - 11,087 - 11,087
As at 30 June 2018 4,244,166 363,993 (2,358,395) 2,249,764
---------- ---------------- ------------ ----------
Comprehensive income
Total Comprehensive income
for the year ended 30 June
2019 - - 2,013,415 2,013,415
Share issue 13 1,585,706 - - 1,585,706
Transactions with owners
Share options expensed 14 - 80,853 - 80,853
As at 30 June 2019 5,829,872 444,846 (344,980) 5,929,738
---------- ---------------- ------------ ----------
STATEMENT OF CASH FLOWS
FOR THE YEARED 30 JUNE 2019
Year ended Year ended
30 June 30 June
2019 2018
Notes GBP GBP
Cash flows from operating activities
Profit for the year 2,013,415 561,080
Adjustments for:
Net gain on financial assets at fair
value through profit or loss (2,654,137) (722,333)
Net loss on financial liabilities
at fair value through profit or loss 183,753 -
Impairment of intangible assets 6 66,667 -
Interest on borrowings 79,987 -
Share options expensed 14 80,853 11,087
Movement in other receivables 1,212 2,565
Movement in trade and other payables 2,252 (30,566)
Proceeds from sale of investments 1,499,100 -
Purchase of investments (3,317,515) (284,615)
------------ -----------
Net cash used in operating activities (2,044,413) (462,782)
------------ -----------
Cash flows from financing activities
Proceeds from borrowings 11 1,600,000 -
Interest and charges on borrowings 11 (49,395) -
Proceeds from issue of ordinary shares 13 - 471,922
Net cash generated from financing
activities 1,550,605 471,922
Net (decrease) / increase in cash
and cash equivalents (493,808) 9,140
------------ -----------
Cash and cash equivalents at beginning
of year 557,182 548,042
Cash and cash equivalents at end
of year 10 63,374 557,182
------------ -----------
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
1. GENERAL INFORMATION AND STATEMENTS OF COMPLIANCE WITH INTERNATIONAL
FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION
Westmount Energy Limited (the "Company") operates solely as an energy
investment company. The investment strategy of the Company is to
invest in and provide follow on capital to small and medium sized
companies that have significant growth possibilities.
The Company was incorporated in Jersey on 1 October 1992 under the
Companies (Jersey) Law 1991, as amended, and is a public company
with registered number 53623. The Company is listed on the London
Stock Exchange Alternative Investment Market ("AIM").
Basis of Preparation
The financial statements are prepared on a going concern basis in
accordance with International Financial Reporting Standards as adopted
by the European Union ("IFRS") and applicable legal and regulatory
requirements of the Companies (Jersey) Law 1991. The financial statements
have been prepared under the historical cost convention as modified
by the valuation of financial assets held at fair value through
profit or loss.
2. ACCOUNTING POLICIES
The significant accounting policies that have been applied in the
preparation of these financial statements are summarised below.
These accounting policies have been used throughout all periods
presented in the financial statements.
Standards, amendments and interpretations to existing standards
that are effective and have been adopted by the Company
The Company has applied the following standards and amendments for
the first time for their annual reporting period commencing 1 July
2018:
IFRS 9 Financial Instruments (effective 1 January 2018)
In preparing these financial statements the Directors have applied
IFRS 9, Financial Instruments. Under IFRS 9 the classification of
financial assets is based both on the business model within which
the asset is held and the contractual cash flow characteristics
of the asset. There are three principal classification categories
for financial assets that are debt instruments: (i) amortised cost,
(ii) fair value through other comprehensive income (FVTOCI) and
(iii) fair value through profit or loss (FVTPL). Equity investments
in the scope of IFRS 9 are measured at fair value with gains and
losses recognised in profit or loss unless an irrevocable election
is made to recognise gains or losses in other comprehensive income.
The application of IFRS 9 has had no material impact on the financial
statements as the principal activity of the Company is to invest
in listed and non-listed companies and the management has not made
the irrevocable election to recognise gains or losses in other comprehensive
income.
New standards, amendments and interpretations to existing standards
that are not yet effective and have not been adopted early by the
Company
At the date of authorisation of these financial statements there
are no other standards that are not yet effective and that would
be expected to have a material impact on the Company in the current
or future reporting periods and on foreseeable future transactions.
Use of estimates and judgements
The preparation of financial statements in conformity with IFRS
requires the use of accounting estimates and the exercise of judgement
by management while applying the Company's accounting policies in
relation to the impairment of intangible assets, value of options
issued and derivative financial instruments, as set out in notes
6, 11 and 15. Derivative financial instruments, which are embedded
in the convertible loan notes issued by the Company, have been presented
separately from the host contract. The bifurcation of the embedded
derivative financial instruments requires judgement by management
to estimate the fair value of the derivatives on initial recognition
of the financial instrument. The valuation and subsequent impairment
reviews of the Company's intangible assets requires the use
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
2. ACCOUNTING POLICIES (continued)
Use of estimates and judgements (continued)
of accounting estimates and judgement by the management. These estimates
are based on the management's best knowledge of the events which
existed at the date of issue of the financial statements and at
the statement of financial position date however, the actual results
may differ from these estimates.
Financial assets at fair value through profit and loss that are
not listed have been valued in accordance with IFRS using the International
Private Equity and Venture Capital ("IPEVC") Guidelines and information
received from the investment entity. The inputs to value these assets
require significant estimates and judgements to be made by the Directors.
Functional and presentation currency
The functional currency of the Company is United Kingdom Pounds
Sterling ("Sterling"), the currency of the primary economic environment
in which the Company operates. The presentation currency of the
Company for accounting purposes is also Sterling.
Foreign currency monetary assets and liabilities are translated
into Sterling at the rate of exchange ruling on the last day of
the Company's financial year. Foreign currency non-monetary items
that are measured at fair value in a foreign currency are translated
into Sterling using the exchange rates at the date when the fair
value was determined. Foreign currency transactions are translated
at the exchange rate ruling on the date of the transaction. Gains
and losses arising on the currency translation are included in administrative
expenses in the Statement of Comprehensive Income in the year in
which they arise.
Financial instruments
Financial assets and financial liabilities are recognised when the
Company becomes party to the contractual provisions of the instrument.
(a) Classification
The Company classifies its financial assets in the following measurement
categories:
- those to be measured subsequently at fair value (either through
other comprehensive income or through profit or loss); and
- those to be measured at amortised cost.
The classification depends on the entity's business model for managing
the financial assets and the contractual terms of the cash flows.
The Company determines the classification of its financial assets
and financial liabilities at initial recognition.
Financial liabilities which are not financial liabilities held at
fair value through profit or loss are classified as other financial
liabilities and held at amortised cost.
(b) Recognition and measurement
Financial assets and financial liabilities are initially measured
at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value
through profit or loss) are added to or deducted from the fair value
of the financial assets or financial liabilities, as appropriate,
on initial recognition. Transaction costs directly attributable
to the acquisition of financial assets or financial liabilities
at fair value through profit or loss are recognised immediately
in the statement of comprehensive income.
Subsequent to initial recognition, financial assets at fair value
through profit or loss are re-measured at fair value. For listed
investments, fair value is determined by reference to stock exchange
quoted market bid prices at the close of business at the end of
the reporting year, without deduction for transaction costs necessary
to realise the asset. For non-listed investments fair value is determined
by using recognised valuation methodologies, in accordance with
the IPEVC Guidelines. Gains or losses arising from changes in the
fair value of financial assets at fair value through profit or loss
are presented in the statement of comprehensive income in the period
in which they arise.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
2. ACCOUNTING POLICIES (continued)
(b) Recognition and measurement (continued)
Subsequent measurement of the Company's debt instruments depends
on the model for managing the asset and the cash flow characteristics
of the asset.
The Company measures debt instruments at amortised cost if they
are held for collection of contractual cash flows where those cash
flows represent solely payments of principal and interest are measured
at amortised cost. The Company recognises any impairment loss on
initial recognition and any subsequent movement in the impairment
provision in the statement of comprehensive income, see Note 6.
Debt instruments which do not represent solely payments of principal
and interest are measured at fair value through profit or loss.
Financial liabilities, which includes borrowings, are measured at
amortised cost using the effective interest method. The effective
interest rate is the rate that exactly discounts estimated future
cash payments through the expected life of the financial liability
or, where appropriate, a shorter period, to the net carrying amount
on initial recognition.
Financial liabilities at fair value through profit or loss are re-measured
at fair value. The fair value of the derivative financial instruments
is determined by reference to stock exchange quoted market bid prices
at the close of business at the end of the reporting year, without
deduction for transaction costs incurred by the Company on realisation
of the liability, see note 11. Gains or losses arising from changes
in fair value of financial liabilities at fair value through profit
or loss are presented in the statement of comprehensive income in
the period in which they arise.
(c) Impairment
Under IFRS 9, the new impairment model requires the recognition
of impairment provisions based on expected credit losses ("ECL")
rather than only incurred credit losses as is the case under IAS
39. IFRS 9 permits a simplified approach to trade and other receivables
which allows the Company to recognise the loss allowance at initial
recognition and throughout its life at an amount equal to lifetime
ECL. ECL are a probability-weighted estimate of credit losses. A
credit loss is the difference between the cash flows that are due
to an entity in accordance with the contract and the cash flows
that the entity expects to receive discounted at the original effective
interest rate. ECL consider the amount and timing of payments, thus
a credit loss arises even if the entity expects to be paid in full
but later than when contractually due.
(d) Derecognition
A financial asset or part of a financial asset is derecognised when
the rights to receive cash flows from the asset have expired and
substantially all risks and rewards of the asset have been transferred.
The Company derecognises a financial liability when the obligation
under the liability is discharged, cancelled or expired.
Intangible assets
Separately acquired Net Profit Interest licences ("NPI licences")
are classified as intangible assets and are shown at historical
cost. Such NPI licences, which are not subject to amortisation,
allow the Company to benefit from exploration and extraction of
energy resources, if successful, from investee companies granting
such NPI licences.
The value of the NPI licences are assessed periodically for possible
impairment when events indicate that the fair value of the intangible
asset may be below the Company's carrying value. When such a condition
is deemed to be other than temporary, the carrying value of the
investment is written down to its fair value, and the amount of
the write-down is included in net profit or loss on financial assets
held at fair value through profit or loss. In making the determination
as to whether a decline is other than temporary, the Company considers
such factors as the duration and extent of the decline, the investee
company's financial performance, and the Company's ability and intention
to retain its investment for a period that will be sufficient to
allow for any anticipated recovery in the NPI licences' market value.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
2. ACCOUNTING POLICIES (continued)
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held on
call with banks and cash with broker. For the purpose of the Statement
of Cash Flows, cash and cash equivalents are considered to be all
highly liquid investments with maturity of three months or less
at inception.
Equity, reserves and dividend payments
Ordinary shares are classified as equity. Transaction costs associated
with the issuing of shares are deducted from stated capital. Retained
earnings include all current and prior period retained profits.
Shares are classified as equity when there is no obligation to transfer
cash or other assets.
Expenditure
The expenses of the Company are recognised on an accruals basis
in the Statement of Comprehensive Income.
Share options
Equity-settled share-based payment transactions are measured at
the fair value of the goods and services received unless that cannot
be reliably estimated, in which case they are measured at the fair
value of the equity instruments granted. Fair value is measured
at the grant date and is estimated using valuation techniques as
set out in note 15. The fair value is recognised in the Statement
of Comprehensive Income, with a corresponding increase in equity
via the share option account. When options are exercised, the relevant
amount in the share option account is transferred to stated capital.
3. TAXATION
The Company is subject to income tax at a rate of 0%. The Company
is registered as an International Services Entity under the Goods
and Services Tax (Jersey) Law 2007 and a fee of GBP200 has been
paid, which has been included in administrative expenses.
4. ADMINISTRATIVE EXPENSES
2019 2018
GBP GBP
Administration and consultancy fees 47,439 34,094
Advisory fees 25,275 25,000
Audit fees 13,344 13,880
Directors' fees 15,000 12,000
Foreign exchange losses 25,814 -
Legal and professional fees 32,890 6,277
Printing and stationery 10,200 9,086
Registered agent's fees 16,726 16,902
Other expenses 42,774 32,927
229,462 150,166
-------- --------
5. EARNINGS PER SHARE Basic earnings per share (pence) 3.83 1.34
Diluted earnings per share (pence) 3.51 1.34
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
5. EARNINGS PER SHARE (continued)
The table below presents information on the profit attributable
to the shareholders and the weighted average number of shares
used in the calculating the basic and diluted earnings per
share.
2019 2018
Basic earnings per share GBP GBP
Profit attributable to the shareholders
of the Company 2,013,415 561,080
Diluted earnings per share
Profit attributable to the shareholders
of the Company:
Used in calculating basic earnings per
share 2,013,415 561,080
Add interest expense 79,987 -
Less fair value of share options not expensed (3,000) -
during the period
----------- --------
Profit attributable to the shareholders
of the Company used in calculating diluted
earnings per share 2,090,402 561,080
----------- --------
No. of shares No. of shares
Weighted average number of ordinary shares
used as the denominator in calculating basic
earnings per share 52,561,113 41,760,211
Adjustments for calculating of diluted earnings
per share:
Share options 687,786 -
Convertible loan notes 4,032,549 -
-------------- --------------
Weighted average number of ordinary shares
and potential ordinary shares used as the
denominator in calculating diluted earnings
per share 57,281,448 41,760,211
-------------- --------------
Share options
The share options have been included in the determination of
the diluted earnings per share to the extent to which they
are dilutive. The share options granted prior to 30 June 2018
did not have an impact on diluted earnings per share as the
option price was above the average share price.
The 1,500,000 options granted in April 2019 are not included
in the calculation of diluted earnings per share because they
are antidilutive as at 30 June 2019. These potentially dilute
earnings per share in the future as these may not be exercised
before their expiration date.
Convertible loan notes
Conversion options over convertible loan notes issued during
the year are considered to be potential ordinary shares and
have been included in the determination of diluted earnings
per share from their date of issue. Interest accrued on the
convertible loan notes, which may be converted to ordinary
shares, is also considered to be dilutive and is included in
the diluted earnings per share.
6. INTANGIBLE ASSETS
2019 2018
GBP GBP
At 1 July - -
Acquisition 100,000 -
Impairment (66,667) -
--------- -----
At 30 June 33,333 -
--------- -----
The Company acquired Net Profit Interest licences ("NPI") in
three offshore UK blocks for GBP100,000. The NPI licences allow
the Company to benefit from near term exploration and appraisal
drilling targets, with independent prospect risks, if such exploration
and drilling is successful. The NPI licences require no additional
investment from the Company. The licences are initially recorded
in the books of the Company at cost. An impairment test is performed
on an annual basis by the Directors and they are subsequently
measured at cost less any adjustments for impairment losses.
Two of the licences were deemed to be fully impaired by the
Directors, as the underlying operating licences had been relinquished
by the company granting each NPI licence at the date of this
report.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
7. FINANCE COSTS
The Company entered into a Loan Note Instrument (the 'Instrument')
on 24 October 2018, constituting GBP5 million nominal 10% p.a.
Convertible Unsecured Loan Notes 2021 of which GBP1.6 million was
advanced. Interest is payable to each of the relevant Noteholders
on the principal amount of the Loan Note for the time being outstanding
at a rate calculated in accordance with the Instrument. The interest
payable at 10% per annum on the Loan Notes held by any Noteholder
can be converted into a corresponding number of new fully paid
Ordinary Shares at the Company Conversion Price when certain conditions
within the Instrument are met.
On 18 March 2019 the Company repaid GBP940,000 of the principal
of the convertible loan notes, the interest accrued on the repaid
portion of the convertible loan note was waived by the holder.
The interest charge through the profit or loss account during the
year was GBP79,987.
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2019 2018
GBP GBP
Equity investments
Argos Resources Ltd ("Argos") 26,300 63,000
Cataleya Energy Corporation ("Cataleya") 1,993,317 -
Rockhopper Exploration plc ("Rockhopper") - 146,838
Pancontinental Oil & Gas NL ("Pancontinental") - 6,716
Eco Atlantic Oil & Gas Ltd ("Eco Atlantic") 1,050,000 987,500
JHI Associates Inc ("JHI") 2,662,304 110,555
Ratio Petroleum Energy Limited Partnership
("Ratio") 1,013,876 412,930
Total investments 6,745,797 1,727,539
---------- ----------
Net changes in fair value of financial assets designated at
fair value through profit or loss
2019 2018
GBP GBP
Beginning Balance (621,453) (1,343,786)
Net movement in fair value gains 2,654,137 722,333
Net fair value gain/ (loss) on financial
assets at fair value through profit or loss 2,032,684 (621,453)
---------- ------------
On 30 June 2019, the fair value of the Company's holding of 1,000,000
(2018: 1,000,000) ordinary fully paid shares in Argos, representing
0.46% (2018: 0.46%) of the issued share capital of the company,
was GBP26,300 (2018: GBP63,000) (2.63p per share (2018: 6.30p per
share)). No shares were disposed of in the current or prior year.
On 19 September 2018, the Company's entire holding of 358,142 shares
in Rockhopper was sold for GBP130,722.
On 24 September 2018, the Company's entire holding of 3,000,000
shares in Pancontinental was sold for GBP11,543.
On 30 June 2019, the fair value of the Company's holding of 1,500,000
(2018: 3,125,000) ordinary fully paid shares in Eco Atlantic, representing
0.94% (2018: 1.98%) of the issued share capital of the company,
was GBP1,050,000 (2018: GBP987,500) (70.00p per share (2018: 31.60p
per share)). During the year, the Company sold 1,625,000 shares
for GBP1,345,750.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
8. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS (continued)
During the year the Company purchased 253,685 ordinary fully paid
shares in Cataleya for GBP1,943,894 (GBP7.66 per share). On 30
June 2019, the Directors' estimate of the fair value of the Company's
holding of 253,685 shares in Cataleya was GBP1,993,317 (7.86p per
share). No shares were disposed of in the current year.
During the year the Company purchased 2,053,770 ordinary fully
paid shares in JHI for GBP1,908,369 (GBP0.93 per share) which includes
a share issue by the Company of 7,145,505 new nil par value ordinary
shares as part consideration for JHI shares received during the
year (see note 13). On 30 June 2019, the Directors' estimate of
the fair value of the Company's holding of 100,000 units (each
unit comprising one common share plus one half of one common share
purchase warrant) plus 2,113,770 shares (2018: 100,000 units plus
60,000 shares) in JHI was GBP2,662,304 (2018: GBP110,555) GBP1.20
per share (2018: 69.10p per share). No shares were disposed of
in the current or prior year.
On 30 June 2019, the fair value of the Company's holding of 1,200,000
(2018: 1,200,000) ordinary fully paid shares in Ratio, representing
0.70% (2018: 1.05%) of the issued share capital of the company,
was GBP1,013,876 (2018: GBP412,930).
9. OTHER RECEIVABLES AND PREPAYMENTS 2019 2018
GBP GBP
Prepayments 7,001 8,213
------ ------
10. CASH AND CASH EQUIVALENTS
2019 2018
GBP GBP
Cash at bank 63,362 303,204
Cash at broker 12 253,978
63,374 557,182
------- --------
11. DERIVATIVE FINANCIAL INSTRUMENTS AND BORROWINGS
The Company issued GBP1,600,000 10% convertible loan notes on 24
October 2018. The notes are convertible into ordinary shares of
the Company, at the option of the holder, or repayable on 31 March
2021. The conversion price is the higher of GBP0.08 per share or
a 25% discount on the volume weighted average price ("VWAP") 5
days prior to the repayment date. Interest accrued up to and payable
on 31 October 2019 may be converted into shares, at the option
of the Company, at a conversion price of a 10% discount of VWAP
5 days prior to the payment date. Interest accrued up to and payable
on 31 October 2020 may be converted into shares, at the option
of the holder, at a conversion price of the higher of GBP0.08 per
share or a 25% discount of VWAP 5 days prior to the payment date.
On 18 March 2019 the Company repaid GBP940,000 of the principal
of the convertible loan notes, the interest accrued on the repaid
portion of the convertible loan note was waived by the holder.
Current Non-current Total
GBP GBP GBP
Face value of notes issued - 1,600,000 1,600,000
Value of conversion rights - (100,000) (100,000)
Issue costs - (49,395) (49,395)
-------- ------------ ----------
- 1,450,605 1,450,605
-------- ------------ ----------
Repayment of convertible loan
notes - (852,230) (852,230)
Interest expense 50,967 - 50,967
Interest paid - - -
-------- ------------ ----------
Total borrowings 50,967 598,375 649,342
-------- ------------ ----------
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
11. DERIVATIVE FINANCIAL INSTRUMENTS AND BORROWINGS (Continued)
Current Non-current Total
GBP GBP GBP
Conversion rights measured
at fair value through profit
or loss
Opening balance at 1 July 2018 - - -
Initial recognition of conversion
rights from issue of convertible
loan notes - 100,000 100,000
Repayment of convertible loan
notes (cancellation of conversion
rights) - (58,750) (58,750)
Movement in fair value 3,592 180,161 183,753
-------- ------------ ---------
Total derivative financial
instruments at 30 June 2019 3,592 221,411 225,003
-------- ------------ ---------
The initial fair value of the derivative portion of the convertible
loan notes was determined by the potential loss on ordinary shares
if converted on the date the convertible loan notes were issued.
The derivative financial instruments are recognised as a financial
liability measured at fair value through profit or loss. The remainder
of the proceeds is allocated to the liability which is subsequently
recognised on an amortised cost basis until extinguished on conversion
or maturity of the convertible loan notes.
12. TRADE AND OTHER PAYABLES 2019 2018
GBP GBP
Accrued expenses 45,422 43,170
------- -------
13. STATED CAPITAL
Allotted, called up and fully Ordinary shares Ordinary
paid: shares
No. GBP
1 July 2017 40,855,502 3,772,244
Additions 6,292,294 471,922
---------------- ----------
1 July 2018 47,147,796 4,244,166
Additions 17,618,949 1,585,706
At 30 June 2019 64,766,745 5,829,872
---------------- ----------
On 26 February 2019, in accordance with the terms of the JHI share
purchase agreements, the Company issued a total of 7,174,505 new
nil par value ordinary shares and a cash consideration of GBP553,665
for 1,103,770 JHI shares. The total valuation of the Company's
share issue was GBP645,705.
On 18 March 2019 the Company issued a total of 10,444,444 new nil
par value ordinary shares for a total of GBP940,000 (note 11).
There were no share redemptions during the year ended 30 June 2019
(2018: GBPNil).
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
14. SHARE-BASED PAYMENT RESERVE
2019 2018
GBP GBP
At 1 July 363,993 352,906
Share options expensed 80,853 11,087
At 30 June 444,846 363,993
-------- --------
On 5 April 2019, the Company granted 1,500,000 share options at
a weighted average exercise price of 14.0p per share. The options
vested in the current financial year and are exercisable at the
option of the option holder, expiring 31 December 2024. The fair
value of the options granted was GBP74,854 using the Black Scholes
valuation model.
The following assumptions were used to determine the fair value
of the options:
Weighted average share price at grant date (pence) 13.75
Exercise price (pence) 14.0
Expected volatility (%) 42.2%
Average option life (years) 5.0
Risk free interest rate (%) 0.380%
The expected volatility is based on the historic volatility of
the Company's share prices over the last five years.
The number and weighted average exercise price of share options
are as follows:
2019 2019 2018 2018
Weighted Weighted
average average
exercise Number exercise Number
price of options price of options
(p) (p)
Outstanding at start
of the year 7.5 2,250,000 7.5 1,750,000
Granted during the
year 14.0 1,500,000 7.5 500,000
Exercised during the - - - -
year
Outstanding at end
of the year 10.10 3,750,000 7.5 2,250,000
---------- ------------ ---------- ------------
Exercisable at end
of the year 10.10 3,750,000 7.5 2,250,000
---------- ------------ ---------- ------------
15. FINANCIAL RISK
The Company's investment activities expose it to a variety of financial
risks: market risk (including foreign exchange risk, price risk
and interest rate risk), credit risk and liquidity risk. The Company's
overall risk management programme focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects
on the Company's financial performance.
a) Market risk
i) Foreign exchange risk
The Company's functional and presentation currency is sterling.
The Company is exposed to currency risk through its investments
in Cataleya, JHI and Ratio. The directors have not hedged this
exposure.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
15. FINANCIAL RISK (continued)
a) Market risk (continued)
Currency exposure as at 30 June: Assets and Assets and
net exposure net exposure
2019 2018
Currency GBP GBP
US Dollars 2,113,578 110,555
Australian Dollars - 6,716
Canadian Dollars 2,542,043 -
Israeli Shekel 1,013,876 412,930
Total 5,669,497 530,201
------------------------- -------------------------
If the value of sterling had strengthened by 5% against all of
the currencies, with all other variables held constant at the reporting
date, the equity attributable to equity holders and the profit
for the period would have decreased by GBP283,475 (2018: GBP25,250).
The weakening of sterling by 5% would have an equal but opposite
effect. The calculations are based on the foreign currency denominated
financial assets as at year end and are not representative of the
period as a whole.
ii) Price risk
Price risk is the risk that the fair value of the future cash flows
of a financial instrument will fluctuate due to changes in market
prices. The Company is exposed to price risk on the investments
held by the Company and classified by the Company on the Statement
of Financial Position as at fair value through profit or loss.
To manage its price risk, management closely monitor the activities
of the underlying investments.
The Company's exposure to price risk is as follows: Fair value
Fair Value Through Profit or Loss,
as at 30 June 2019 6,745,797
Fair Value Through Profit or Loss,
as at 30 June 2018 1,727,539
With the exception of JHI and Cateleya, the Company's investments
are all publicly traded and listed on either the AIM or the Tel
Aviv Stock Exchange. A 30% increase in market price would increase
the pre-tax profit for the year and the net assets attributable
to ordinary shareholders by GBP627,053 (2018: GBP485,095). A 30%
reduction in market price would have decreased the pre-tax profit
for the year and reduced the net assets attributable to shareholders
by an equal but opposite amount. 30% represents management's assessment
of a reasonably possible change in the market prices.
A 30% increase in the market price of JHI and Cataleya would increase
the pre-tax profit for the year and the net assets attributable
to ordinary shareholders by GBP1,396,686 (2018: GBP33,166). A 30%
reduction in market price would have decreased the pre-tax profit
for the year and reduced the net assets attributable to shareholders
by an equal but opposite amount. 30% represents management's assessment
of a reasonably possible change in the market price of JHI and
Cataleya based on the price of share purchases over the last two
years.
iii) Interest rate risk
Interest rate risk is the risk that the fair value or future cash
flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company is not exposed to interest
rate risk as the interest rate on borrowings is fixed and the Company's
cash deposits do not currently earn interest.
b) Credit Risk
Credit risk is the risk that an issuer or counterparty will be
unable or unwilling to meet commitments it has entered into with
the Company. The Directors do not believe the Company is subject
to any significant credit risk exposure regarding trade receivables.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
15. FINANCIAL RISK (continued)
Credit Risk (continued)
At the end of the reporting period, the Company's financial assets
exposed to credit risk amounted to the following: 2019 2018
GBP GBP
Cash and cash equivalents 63,374 557,182
------- --------
The Company considers that all the above financial assets are not
impaired or past due for each of the reporting dates under review
and are of good credit quality.
c) Liquidity Risk
Liquidity risk is the risk that the Company cannot meet its liabilities
as they fall due. The Company's primary source of liquidity consists
of cash and cash equivalents and those financial assets which are
publicly traded and held at fair value through profit or loss and
which are deemed highly liquid.
The following table details the contractual, undiscounted cash flows
of the Company's financial liabilities:
As at 30 June 2019 Up to 3 months Up to 1 year Over 1 year Total
GBP GBP GBP GBP
Financial liabilities
Borrowings (1) - 45,205 660,000 705,205
Trade and other payables 45,422 - - 45,422
--------------- ------------- ------------ --------
45,422 45,205 660,000 750,627
--------------- ------------- ------------ --------
As at 30 June 2018 Up to 3 months Up to 1 year Over 1 year Total
GBP GBP GBP GBP
Financial liabilities
Trade and other payables 43,170 - - 43,170
--------------- ------------- ------------ -------
(1) Borrowings are presented in the above tables at their nominal
value which represents the undiscounted cash flow amount of the CLN.
The amount may differ from the discounted cash flow amount included
in the statement of financial position.
Capital Management
The Company's objective when managing capital is to safeguard the
Company's ability to continue as a going concern in order to provide
optimum returns for shareholders and benefits for other stakeholders
and to maintain an optimal capital structure to reduce cost of capital.
In order to maintain or adjust the capital structure, the Company
may issue new shares, return capital to shareholders or sell assets.
The Company does not have any debt nor is the Company subject to
any external capital requirements.
Fair Value Estimation
The Company has classified its financial assets as fair value through
profit or loss and fair value is determined via one of the following
categories:
Level I - An unadjusted quoted price in an active market provides
the most reliable evidence of fair value and is used to measure fair
value whenever available. As required by IFRS 7, the Company will
not adjust the quoted price for these investments, (even in situations
where it holds a large position and a sale could reasonably impact
the quoted price).
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
15. FINANCIAL RISK (continued)
Fair Value Estimation (continued)
Level II - Inputs are other than unadjusted quoted prices in active
markets, which are either directly or indirectly observable as of
the reporting date, and fair value is determined through the use
of models or other valuation methodologies (see note 11).
Level III - Inputs are unobservable for the investment and include
situations where there is little, if any, market activity for the
investment. The inputs into the determination of fair value require
significant management judgment or estimation.
The following table shows the classification of the Company's financial
assets and liabilities:
Level I Level II Level III Total
GBP GBP GBP GBP
At 30 June 2019 2,090,176 (225,003) 4,655,621 6,547,268
At 30 June 2018 1,616,984 - 110,555 1,727,539
The Company has classified listed investments as Level I, derivative
financial instruments as Level II and unquoted investments as Level
III. The Level III investment is at an early stage of development
and therefore has been valued based on the recent price of investment.
The Directors have considered market expectations of future performance
of the entity's industry sector, in particular known interest in
the area of current exploration. As such, the Directors consider
that the recent price of investment in Cataleya and JHI fairly reflects
the value of the investments as at 30 June 2019.
A reconciliation of the movements in Level III investments is shown
below:
2019 2018
GBP GBP
At start of the year 110,555 76,987
Purchases 3,852,263 39,567
Change in fair value 692,803 (5,999)
At end of the year 4,655,621 110,555
---------- --------
16. DIRECTORS' REMUNERATION AND SHARE OPTIONS
2019 2018 2019 2018
Directors' Directors' Options Options
fees fees outstanding outstanding
GBP GBP GBP GBP
D R King 15,000 12,000 500,000 250,000
D Corcoran - - 1,000,000 500,000
G Walsh - - 1,000,000 500,000
T O'Gorman - - 750,000 500,000
M Bradlow
(resigned 11 April
2017) - - 500,000 500,000
15,000 12,000 3,750,000 2,250,000
----------- ----------- ------------- -------------
At the year end the Company owed GBPnil (2018: GBPnil) in outstanding
directors' fees.
1,500,000 share options were issued during the year ended 30 June
2019 (2018: 500,000) and nil (2018: nil) options were exercised during
the year. The options issued during the year are due to expire on
31 March 2024 and the remaining 2,250,000 outstanding options are
due to expire on 31 December 2019.
The Company does not employ any staff except for its Board of Directors.
The Company does not contribute to the pensions or any other long-term
incentive schemes on behalf of its Directors.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEARED 30 JUNE 2019
17. RELATED PARTIES
Fees paid to the Directors are disclosed in note 16.
Gerard Walsh, a director of the Company, subscribed for GBP500,000
of the convertible loan notes issued on 24 October 2018. The total
loan payable to Gerard Walsh as at 30 June 2019 was GBP491,925 which
includes GBP34,110 of accrued interest and the fair value of the
conversion rights attributable to Gerard Walsh is GBP170,457. Details
of the convertible loan notes are disclosed in note 11.
On 26 February 2019, in accordance with the terms of the JHI share
purchase agreements between the Company and various JHI shareholders
including Gerard Walsh, the Company issued 3,250,000 new nil par
value ordinary shares and paid a cash consideration of GBP251,296
(CAN $437,500) for 500,000 JHI shares held by Gerard Walsh.
As detailed in Note 19 - Subsequent Events (below), Mr Gerard Walsh
subscribed GBP292,050 for 2,246, 538 Nil Par Value shares after the
year end.
Canaccord Genuity as a significant shareholder of the Company is
considered a related party under AIM rules.
On October 24 2018 Canaccord Genuity subscribed for GBP1,000,000
principal of the total GBP1,600,000 10% p.a. convertible unsecured
loan notes 2021 ("the Convertible Loan Notes") issued at that date.
On February 27 2019 Canaccord Genuity accepted early repayment of
GBP940,000 principal, and waived all interest payable, of the GBP1,000,000
principal of the Convertible Loan Notes held by them and made a subscription
for 10,444,444 new ordinary shares of nil par value in the Company
issued at a price of 9 pence per share.
At year end Canaccord Genuity retain GBP60,000 principal of the Convertible
Loan Notes and hold 28,161,946 Nil Par Value shares in the Company.
As detailed in Note 19 - Subsequent Events (below) Canaccord Genuity
subscribed GBP1,356,000 for 10,430,769 Nil Par Value shares after
the year end.
18. CONTROLLING PARTY
In the opinion of the Directors, the Company does not have a controlling
party.
19. SUBSEQUENT EVENTS
Share issue
On 23 August 2019 the Company raised GBP5.0 million through the issue
of 38,461,538 new ordinary shares of nil par value at 13p each.
Included in the GBP5.0 million share issue was a GBP292,050 subscription
from Mr Gerard Walsh in respect of 2,246,538 new ordinary Nil Par
Value shares and a GBP1,356,000 subscription from Canaccord Genuity
in respect of 10,430,769 new ordinary Nil Par Value Shares.
On 28 August 2019 the Company raised GBP0.573 million through the
issue of 4,409,999 new ordinary shares of nil par value at 13p each.
Additional investment in Cataleya
On 30 August 2019 Company acquired an additional 313,500 common shares
in Cataleya for a total consideration of USD 3,135,000 (GBP2,463,311).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR WGGPWUUPBPPU
(END) Dow Jones Newswires
October 31, 2019 03:00 ET (07:00 GMT)
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