TIDMGTL

RNS Number : 9107R

GTL Resources PLC

11 November 2011

For Immediate Release 11 November 2011

GTL Resources PLC

("GTL" or the "Group")

Unaudited Interim Results

GTL Resources PLC (AIM: GTL), the US based bio-refining company, today announced interim results for the six months ended 30 September 2011 (First Half FY2012).

Highlights for the period:

-- Pre-tax profit of $5.4 million (First Half FY2011: $6.2 million, which included $1.7 million of exceptional business interruption proceeds). Excluding the FY2011 exceptional item, pre-tax profit increased $0.9 million, or 19.2%.

-- EBITDA of $14.1 million (First Half FY2011: $15.6 million, which included $1.7 million of exceptional business interruption proceeds)

-- Net debt decreased $8.2 million from year end 31 March 2011 and $17.1 million from 30 September 2010

   --      Revenue increased 65.6% to $180.8 million (First Half FY2011: $109.2 million) 
   --      Commodity margins improved 5.4% to $0.59/gallon (First Half FY2011: $0.56/gallon) 
   --      Ethanol production of 55.0 million gallons (First Half FY2011:  55.2 million gallons) 

Commenting on the results, CEO Richard Ruebe said: "We are delighted with GTL's performance for the period. Operationally, the GTL plant ran at a 110 million gallon annualized rate for the period, despite taking an extended maintenance shut down in May 2011 to install our new corn milling building, steel corn bin, and corn conveyance system. Our operations team is constantly reviewing the way we operate to identify improvements and de-bottleneck constraints for increased production. Other improvements made during the extended May 2011 plant shutdown allowed the plant to run at higher production rates this past summer than in previous summers. Production from July to September 2011 indicates the plant can now produce at a 115 million gallons per annum rate when commodity margins warrant maximum production. For the six month period, commodity margins improved nearly 6% over the same period last year resulting in net debt reduction of $8.2 million."

For further information please contact:

GTL Resources

   Richard Ruebe, CEO                  +1 630-773-1226 

Cenkos

   Stephen Keys                            +44 2073 978928 

Elizabeth Bowman

Buchanan Communications

   Charles Ryland                          +44 2074 665000 

Ben Romney

CEO Statement

Interim Results

GTL's strong operational and commercial performance enabled the Group to achieve improved earnings (excluding the FY2011 exceptional item) for the six months ending 30 September 2011. GTL continued to improve elements of the business under its control. Recent production rates have increased and yields have improved. Year over year, ethanol and DDGS prices have significantly increased. In July 2011, ethanol reached a five year high selling price of $3.17 per gallon but corn costs also significantly increased during the period. Corn costs reached a record high of $7.87/bushel on the Chicago Board of Trade for prompt pricing in June 2011. The effect of these key component changes resulted in a net increase of $0.03 per gallon in the GTL commodity margin (Ethanol + DDGS - Corn costs - Natural Gas costs) over the same period last year.

Key Performance Indicators (unaudited)

 
                                            Six Months         Six Months 
                                       to 30 September    to 30 September 
                                                  2011               2010    Change 
-----------------------------------  -----------------  -----------------  -------- 
 
 Production (mil. denatured gals.)                55.0               55.2      -0.2 
 
 Ethanol yield (den. gals./bushel)                2.84               2.80     +0.04 
 
 Ethanol net price ($/gal)                       $2.67              $1.63    +$1.04 
 
 DDGS net price ($/ton)                           $206               $121      +$85 
 
 Corn net price ($/bushel)                       $7.09              $3.53    +$3.56 
 
 Natural Gas net price ($/MMBtu)                 $4.74              $4.91    -$0.17 
 
 Commodity margin ($/gal)                        $0.59              $0.56    +$0.03 
 

Results Summary (unaudited)

 
                                     Six Months         Six Months 
                                to 30 September    to 30 September 
                                           2011               2010   Change 
----------------------------  -----------------  -----------------  ------- 
 
 Ethanol sales (million 
  gallons)                                 55.6               54.8     +0.8 
 
                                             $M                 $M       $M 
 Revenue                                  180.8              109.2    +71.6 
 EBITDA                                    14.1               15.6     -1.5 
 Pre-tax profit                             5.4                6.2     -0.8 
 
 Earnings per share (basic)               $0.08              $0.12   -$0.04 
 

Revenue of $180.8 million for the period was $71.6 million higher than the same period last year (First Half FY2011: $109.2 million). Ethanol sales of 55.6 million gallons were made at an average net price (after freight and commission) of $2.67 per gallon. Ethanol revenue of $149.5 million increased $58.8 million over the same period last year of $90.7 million, due to higher volume of $1.4 million and higher sales prices of $57.4 million. DDGS sales of 149.9 thousand tons realized an average net price of $206 per ton (First Half FY2011: $121 per ton). DDGS gross revenues of $31.3 million were $12.8 million more than the same period last year, mainly due to higher sales prices.

Cost of sales for the period increased $71.0 million to $162.1 million (First Half FY2011: $ 91.1 million). The increase was primarily related to higher corn costs per bushel with a relatively much smaller offset from the improved yield per bushel of corn.

Administrative expenses for the period were $10.6 million, $0.6 million higher than the prior year amount of $10.0 million. Administrative expenses include depreciation, plant administrative expenses, and corporate overhead costs. The increase in administrative expenses was primarily due to higher legal fees relating to litigation brought by the Group (described in Note 7) and depreciation expense.

Finance expenses for the period of $3.1 million were down from last year's expenses by $1.2 million (First Half FY2011: $4.3 million) as a result of reduced debt levels and the expiration of the interest rate swaps on 30 June 2011.

For the six months ended 30 September 2011, the Group reported profit before tax of $5.4 million versus prior year's $6.2 million. The decrease of $0.8 million was due to one-time business interruption insurance proceeds of $1.7 million that were received during the six months ended 30 September 2010. Profit before tax for the six months ended 30 September 2011, excluding business interruption proceeds in FY2011, was an increase of $0.9 million from the prior year.

Income tax expense was $2.1 million for the period versus $1.6 million in the prior year. The increase relates to the reversal of a $1 million valuation allowance relating to Net Operating Loss (NOL) utilisation in the US during the six months ended 30 September 2010. GTL records income tax expense at the statutory tax rates on book income. However, based on accelerated depreciation for tax purposes, it is expected that GTL will not be in a federal income tax paying position for several years. At the state level, Illinois has suspended NOL utilisation for three years to address its deficit which may cause GTL to make state income tax payments starting in fiscal 2013. GTL expects the effective tax rate for book purposes to be in the 41% range for FY2012 and subsequent years.

GTL's profit for the period attributable to the equity holders of the Group was $2.5 million (First Half FY2011: $3.8 million), and represented a profit of $0.08 per basic share (First Half FY2011: $0.12 per basic share).

Inventory Levels

Inventories were $11.3 million at 30 September 2011, an increase of $2.5 million from 30 September 2010 due to higher corn costs per bushel. Volume levels for corn at 30 September 2011 were flat when compared to 30 September 2010.

Net Debt

The Group's objectives when managing debt are to safeguard the Group's ability to continue as a going concern so that it can continue to provide benefits and value for shareholders and other stakeholders. One of the subsidiaries of the Company, Illinois River Energy (IRE), holds restricted use, debt service and contingency bank deposits. The restricted use bank deposits are current cash funds drawn down under the terms of the senior debt agreement that are to be applied to specific trade creditor balances. The debt service bank deposits must be maintained under loan covenants to guarantee the capability of IRE to make minimum interest and loan repayments. IRE maintains debt service bank deposits along with restricted cash deposits that effectively reduce total debt.

 
                                             6 months ended       6 months ended    Year ended 
                                               30 September         30 September      31 March 
                                                       2011                 2010          2011 
                                                (Unaudited)          (Unaudited)     (Audited) 
                                                       $000                 $000          $000 
 Loans and borrowings 
-----------------------------------  ----------------------  -------------------  ------------ 
   Non-current liabilities                           94,750              114,752       103,752 
   Current liabilities                                7,141                7,038         7,039 
-----------------------------------  ----------------------  -------------------  ------------ 
 Total loans and borrowings                         101,891              121,790       110,791 
 
 Less: Other financial assets 
  - Non- 
  current                                            10,426               17,488        10,384 
         Other financial assets 
          - Current                                   9,945                4,242        10,136 
         Cash and cash equivalents                    6,379                7,768         6,895 
-----------------------------------  ----------------------  -------------------  ------------ 
 Net debt                                            75,141               92,292        83,376 
===================================  ======================  ===================  ============ 
 

Current Trading and Prospects

The IRE plant is performing well and continues to produce above nameplate capacity. Market margins have been favourable for ethanol producers in the weeks since the period ended. Although, as highlighted in our recent AGM Trading Statement in September, with certain regulatory and legislative issues pending, we appreciate that long term visibility on commodity margins is hard to predict. GTL's commodity margins are largely driven by the volatile commodity prices of ethanol, corn and natural gas resulting in forecast visibility that is very short term. Management expects to see some increased temporary volatility due to the anticipated 31 December 2011 expiration of the ethanol blender's credit (the result of which may be a pre-year end increase in commodity margins, and subsequent post-year end decline). Overall, we expect that the 13.2 billion corn based ethanol gallons mandated by RFS2, the steadily growing amount of US ethanol exports, and the gradual introduction of 15 per cent ethanol blends for newer model cars in the US together should all have a positive impact on industry demand.

Subsequent Event

On 31 October 2011, a press release was issued announcing a GTL Board recommended offer by Sinav Limited ("Sinav" or the "Offeror") to acquire all the shares of GTL. Prior to the announcement, Sinav and its affiliates owned 22.66% of GTL. Highlights of the offer are as follows:

-- Sinav will pay 100 pence in cash for all of the outstanding shares it does not currently own, representing a 34% premium over the 74.50 pence closing price on October 28(th) , the last day of trading prior to the offer announcement. Current GTL shareholders, under certain circumstances, may elect to "roll over" their shares to retain an ownership interest in GTL.

-- The Offeror's intent is to delist GTL from the AIM exchange in London and run the business as a private company

-- After the transaction is completed, GTL will have a new Board of Directors and no public company expenses

-- The Offeror has indicated its intent to retain all GTL and IRE employees to pursue GTL management's medium term strategy of increasing production volumes and pursuing alternative revenue streams. There are no plans to change the principal locations of the business.

   --      The transaction is expected to close in approximately two to three months 

10 November 2011

Richard Ruebe

Company CEO

GTL Resources PLC

 
 Condensed consolidated statement of comprehensive income 
 for the 6 months ended 30 September 2011 
                                                      6 months                 6 months 
                                                         ended                    ended                 Year ended 
                                                  30 September             30 September                   31 March 
                                                          2011                     2010                       2011 
                                                   (Unaudited)              (Unaudited)                  (Audited) 
                                                          $000                     $000                       $000 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 Revenue                                               180,827                  109,159                    261,447 
 Cost of sales                                       (162,059)                 (91,121)                  (223,397) 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 Gross profit                                           18,768                   18,038                     38,050 
 
 Administrative expenses - 
  exceptional                                                -                    1,679                      1,679 
 Administrative expenses                              (10,641)                 (10,035)                   (21,492) 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 Results from operating activities                       8,127                    9,682                     18,237 
 
 Finance income                                            403                      807                      1,589 
 Finance expenses                                      (3,112)                  (4,263)                    (7,842) 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 
 Profit before tax                                       5,418                    6,226                     11,984 
 Income tax expense                                    (2,113)                  (1,591)                    (4,100) 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 Profit and total comprehensive 
  income 
  for the period                                         3,305                    4,635                      7,884 
==================================  ==========================   ======================   ======================== 
 
 Profit and comprehensive income 
 attributable 
 to: 
 Equity holders of the company                           2,530                    3,750                      6,175 
 Non-controlling interest                                  775                      885                      1,709 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 Profit and comprehensive income 
  for 
  the period                                             3,305                    4,635                      7,884 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 Earnings per share 
 Basic earnings per ordinary share                       $0.08                    $0.12                      $0.19 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 Diluted earnings per ordinary 
  share                                                  $0.08                    $0.12                      $0.19 
----------------------------------  --------------------------   ----------------------   ------------------------ 
 
 
 
 Condensed consolidated statement of financial position 
 at 30 September 2011 
                                             30 September         30 September          31 March 
                                                     2011                 2010              2011 
                                              (Unaudited)          (Unaudited)         (Audited) 
                                                     $000                 $000              $000 
-------------------------------------  ------------------   ------------------   --------------- 
 Assets 
-------------------------------------  ------------------   ------------------   --------------- 
 Property, plant and equipment                    153,472              158,707           156,872 
 Intangible assets - goodwill                       7,390                7,390             7,390 
 Investments                                          445                  100               510 
 Other financial assets                            10,426               17,488            10,384 
 Total non current assets                         171,733              183,685           175,156 
-------------------------------------  ------------------   ------------------   --------------- 
 Inventories                                       11,295                8,799            10,744 
 Trade and other receivables                        3,300                4,301             3,931 
 Other current assets                                 827                1,452             1,272 
 Other financial assets                             9,945                4,242            10,136 
 Cash and cash equivalents                          6,379                7,768             6,895 
 Total current assets                              31,746               26,562            32,978 
-------------------------------------  ------------------   ------------------   --------------- 
 Total assets                                     203,479              210,247           208,134 
-------------------------------------  ------------------   ------------------   --------------- 
 Equity 
 Share capital                                     60,205               60,205            60,205 
 Share premium                                        317                  317               317 
 Retained earnings                                 12,245                7,129             9,623 
-------------------------------------  ------------------   ------------------   --------------- 
 Total equity attributable to equity 
  holders of the Company                           72,767               67,651            70,145 
 Non-controlling interest                          10,143                8,544             9,368 
                                       ------------------   ------------------   --------------- 
 Total equity                                      82,910               76,195            79,513 
-------------------------------------  ------------------   ------------------   --------------- 
 Liabilities 
 Loans and borrowings                              94,252              114,752           103,752 
 Finance lease obligation                             498                    -                 - 
 Deferred revenue                                   4,560                3,659             3,846 
 Deferred income tax liabilities                    6,214                1,591             4,100 
-------------------------------------  ------------------   ------------------   --------------- 
 Total non current liabilities                    105,524              120,002           111,698 
-------------------------------------  ------------------   ------------------   --------------- 
 Trade and other payables                           7,108                5,786             9,418 
 Finance lease obligation                             102                    -                 - 
 Other financial liabilities at fair 
  value through the profit and loss                     -                1,095               332 
 Loans and borrowings                               7,039                7,038             7,039 
 Deferred revenue                                     796                  131               134 
 Total current liabilities                         15,045               14,050            16,923 
-------------------------------------  ------------------   ------------------   --------------- 
 Total liabilities                                120,569              134,052           128,621 
-------------------------------------  ------------------   ------------------   --------------- 
 Total equity and liabilities                     203,479              210,247           208,134 
-------------------------------------  ------------------   ------------------   --------------- 
 
 

These financial statements were approved by the Board of Directors on 10 November 2011 and were signed on its behalf by:

Richard Ruebe

Company CEO

GTL Resources PLC

 
 Condensed consolidated statement of cash flows 
 for the 6 months ended 30 September 
  2011 
                                                        6 months          6 months 
                                                           ended             ended      Year ended 
                                                    30 September      30 September        31 March 
                                                            2011              2010            2011 
                                                     (Unaudited)       (Unaudited)       (Audited) 
                                                            $000              $000            $000 
-------------------------------------------  -------------------  ----------------  -------------- 
 Cash flows from operating activities 
 Profit for the period                                     3,305             4,635           7,884 
 Adjustments for: 
 Depreciation and amortization                             6,107             5,774          11,921 
 Deferred revenue                                            548              (68)           (134) 
 Loss on disposal of assets                                    -               152             319 
 Net finance expense                                       2,709             3,314           6,253 
 Share based payment transactions                             92                37             106 
 Income tax expense                                        2,113             1,591           4,100 
-------------------------------------------  -------------------  ----------------  -------------- 
                                                          14,874            15,435          30,449 
 Change in inventories                                     (551)           (3,390)         (5,335) 
 Change in trade and other receivables                       631             (870)           (500) 
 Change in other current assets                              445                38             212 
 Change in trade and other payables                      (2,310)           (1,228)           2,438 
-------------------------------------------  -------------------  ----------------  -------------- 
                                                          13,089             9,985          27,264 
 Interest paid                                           (3,112)           (4,144)         (7,876) 
                                             -------------------  ----------------  -------------- 
 Net cash from operating activities                        9,977             5,841          19,388 
-------------------------------------------  -------------------  ----------------  -------------- 
 
 Cash flows from investing activities 
 Interest received                                            71                11              31 
 Acquisition of property, plant and 
  equipment                                              (2,707)             (224)         (4,924) 
 Investments                                                  65             (100)           (510) 
 Other financial asset deposits                              149             2,424           3,835 
-------------------------------------------  -------------------  ----------------  -------------- 
 Net cash from investing activities                      (2,422)             2,111         (1,568) 
-------------------------------------------  -------------------  ----------------  -------------- 
 
 Cash flows from financing activities 
 Proceeds from grant award                                   828               200             459 
 Capital lease obligation                                    601                 -               - 
 Repayment of borrowings                                 (9,500)           (9,000)        (20,000) 
 Net cash from financing activities                      (8,071)           (8,800)        (19,541) 
-------------------------------------------  -------------------  ----------------  -------------- 
 Net decrease in cash and cash equivalents                 (516)             (848)         (1,721) 
 Cash and cash equivalents at beginning 
  of the year                                              6,895             8,616           8,616 
-------------------------------------------  -------------------  ----------------  -------------- 
 Cash and cash equivalents at end 
  of the year                                              6,379             7,768           6,895 
-------------------------------------------  -------------------  ----------------  -------------- 
 
 
 Condensed consolidated statement of changes in equity 
 for the 6 months ended 30 September 2011 
                                Share             Share        Retained                        Minority          Total 
                              capital           premium        earnings          Total         interest         equity 
                      ---------------  ----------------  --------------  -------------  ---------------  ------------- 
                                 $000              $000            $000           $000             $000           $000 
--------------------  ---------------  ----------------  --------------  -------------  ---------------  ------------- 
 At 1 April 2010               60,205               317           3,342         63,864            7,659         71,523 
 Profit for the 
  period                            -                 -           3,750          3,750              885          4,635 
--------------------  ---------------  ----------------  --------------  -------------  ---------------  ------------- 
 Total comprehensive 
  income 
  for the period                                                  3,750          3,750              885          4,635 
 Share based payment 
  transactions                      -                 -              37             37                -             37 
 At 30 September 
  2010                         60,205               317           7,129         67,651            8,544         76,195 
--------------------  ---------------  ----------------  --------------  -------------  ---------------  ------------- 
 At 1 April 2010               60,205               317           3,342         63,864            7,659         71,523 
 Profit for the 
  period                            -                 -           6,175          6,175            1,709          7,884 
--------------------  ---------------  ----------------  --------------  -------------  ---------------  ------------- 
 Total comprehensive 
  income 
  for the period                                                  6,175          6,175            1,709          7,884 
 Share based payment 
  transactions                      -                 -             106            106                -            106 
--------------------  ---------------  ----------------  --------------  -------------  ---------------  ------------- 
 At 31 March 2011              60,205               317           9,623         70,145            9,368         79,513 
--------------------  ---------------  ----------------  --------------  -------------  ---------------  ------------- 
 At 1 April 2011               60,205               317           9,623         70,145            9,368         79,513 
 Profit for the 
  period                            -                 -           2,530          2,530              775          3,305 
 Total comprehensive 
  income 
  for the period                                                  2,530          2,530              775          3,305 
 Share based payment 
  transactions                      -                 -              92             92                -             92 
-------------------- 
  At 30 September 
   2011                        60,205               317          12,245         72,767           10,143         82,910 
--------------------  ---------------  ----------------  --------------  -------------  ---------------  ------------- 
 

Notes to Interim Statement

for the six months ended 30 September 2011

   1          Basis of preparation 

The interim condensed financial statements are unaudited and do not constitute statutory financial statements within the meaning of section 435 of the Companies Act 2006.

The comparative figures for the year ended 31 March 2011 were derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. Those accounts received an unqualified audit report which did not contain statements under section 498(2) or (3) (accounting records or returns inadequate, accounts not agreeing with records and returns or failure to obtain necessary information and explanations) of the Companies Act 2006.

The interim condensed financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union and the AIM rules of the London Stock Exchange. This report should be read in conjunction with the Group's Annual Report and Accounts 2011, which have been prepared in accordance with IFRSs as adopted by the European Union.

   2          Accounting Policies 

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those presented in the Group's Annual Report and Accounts for the year ended 31 March 2011.

The preparation of interim financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. There have been no significant changes in the bases upon which estimates have been determined compared to those applied at 31 March 2011, and no change in estimate has had a material effect on the current period. All significant estimates and judgments have been disclosed in the Group's Annual Report and Accounts for the year ended 31 March 2011. Actual results may differ from these estimates.

These condensed consolidated interim financial statements have been prepared on the basis of IFRSs in issue that are effective at the Company's annual reporting date as at 31 March 2012.

   3          Operating segments 

Managements approach to reporting the financial performance and position of its business is as follows.

The Directors believe that the revenues achieved through the sale of DDGS does not constitute an operating segment as defined by applicable accounting standards. DDGS is a by-product from the production process of ethanol and revenues are monitored accordingly. There is no further financial information available or presented to the Group's chief operating decision maker.

Seasonality of operations - There is no significant seasonal nature to the Group's business of the production of ethanol.

 
                   6 months   6 months   6 months   6 months   6 months   6 months   12 months   12 months   12 months 
                      ended      ended      ended      ended      ended      ended       ended       ended       ended 
                   30 Sept.   30 Sept.   30 Sept.   30 Sept.   30 Sept.   30 Sept.     31 Mar.     31 Mar.     31 Mar. 
                       2011       2011       2011       2010       2010       2010        2011        2011        2011 
                                  Head                             Head                               Head 
                        IRE     Office      Total        IRE     Office      Total         IRE      office       Total 
                       $000       $000       $000       $000       $000       $000        $000        $000        $000 
 
 Gross Revenues     180,827          -    180,827    109,159          -    109,159     261,447           -     261,447 
                  ---------  ---------  ---------  ---------  ---------  ---------  ----------  ----------  ---------- 
 
 Profit Before 
  Tax                 6,017      (599)      5,418      6,876      (650)      6,226      13,234     (1,250)      11,984 
                  ---------  ---------  ---------  ---------  ---------  ---------  ----------  ----------  ---------- 
 
 Total Assets       195,410      8,069    203,479    202,354      7,893    210,247     200,314       7,820     208,134 
                  ---------  ---------  ---------  ---------  ---------  ---------  ----------  ----------  ---------- 
 
   4          Earnings per ordinary share 

Basic earnings per share

The calculation of basic earnings per share at 30 September 2011 was based on the profit for the period and on the weighted average number of ordinary shares in issue during the period.

 
                                                                               6 months 
                                              6 months ended                      ended               Year ended 
                                                30 September               30 September                 31 March 
                                                        2011                       2010                     2011 
                                                 (Unaudited)                (Unaudited)                (Audited) 
                                                        $000                       $000                     $000 
-------------------------------------  ---------------------  -------------------------  ----------------------- 
 Profit attributable to ordinary 
  shareholders                                         2,530                      3,750                    6,175 
-------------------------------------  ---------------------  -------------------------  ----------------------- 
 
 Weighted average number of ordinary 
  shares 
-------------------------------------  ---------------------  -------------------------  ----------------------- 
 
 Issued ordinary shares at 1 April                    31,989                     31,989                   31,989 
 Weighted average number of ordinary 
  shares at 30 September or 31 March                  31,989                     31,989                   31,989 
-------------------------------------  ---------------------  -------------------------  ----------------------- 
 Earnings per share                                    $0.08                      $0.12                    $0.19 
-------------------------------------  ---------------------  -------------------------  ----------------------- 
 

Diluted earnings per share

The calculation of diluted earnings per share at 30 September 2011 was based on the profit for the period and on the weighted average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary shares.

 
                                           6 months ended            6 months ended    Year ended 
                                                30 September           30 September      31 March 
                                                        2011                   2010          2011 
                                                 (Unaudited)            (Unaudited)     (Audited) 
                                                        $000                   $000          $000 
                                       ---------------------  ---------------------  ------------ 
 Profit attributable to ordinary 
  shareholders (diluted)                               2,530                  3,750         6,175 
-------------------------------------  ---------------------  ---------------------  ------------ 
 Weighted average number of ordinary 
  shares (basic) 1 April                              31,989                 31,989        31,989 
 Effect of share options on issue                        486                    429           433 
                                       --------------------- 
 Weighted average number of ordinary 
  shares (diluted) at 30 September 
  or 31 March                                         32,475                 32,418        32,422 
-------------------------------------  ---------------------  ---------------------  ------------ 
 Diluted earnings per share                            $0.08                  $0.12         $0.19 
-------------------------------------  ---------------------  ---------------------  ------------ 
 
   5          Directors' emoluments 
 
 
                       Salaries and                                             Defined pension 
                           Fees                   Taxable Benefits             plan contribution                  Bonus                  Total emoluments 
              -----------------------------  --------------------------  ----------------------------  --------------------------  ---------------------------- 
                     6         6         12        6        6        12         6         6        12         6        6       12         6         6        12 
                months    months     months   months   months    months    months    months    months    months   months   months    months    months    months 
                 ended     ended      ended    ended    ended     ended     ended     ended     ended     ended    ended    ended     ended     ended     ended 
              --------  --------  ---------  -------  -------  --------  --------  --------  --------  --------  -------  -------  --------  --------  -------- 
                  Sept      Sept      March     Sept     Sept     March      Sept      Sept     March      Sept     Sept    March      Sept      Sept     March 
                  2011      2010       2011     2011     2010      2011      2011      2010      2011      2011     2010     2011      2011      2010      2011 
                  $000      $000       $000     $000     $000      $000      $000      $000      $000      $000     $000     $000      $000      $000      $000 
              --------  --------  ---------  -------  -------  --------  --------  --------  --------  --------  -------  -------  --------  --------  -------- 
 Executive 
  directors        163       150        325        7        6        13         6         5        10       100       70      140       276       231       488 
 Non - 
  Executive 
  directors         99        99        191        -        -         -         -         -         -         -        -        -        99        99       191 
              --------  --------  ---------  -------  -------  --------  --------  --------  --------  --------  -------  -------  --------  --------  -------- 
 Aggregate 
  emoluments       262       249        516        7        6        13         6         5        10       100       70      140       375       330       679 
              --------  --------  ---------  -------  -------  --------  --------  --------  --------  --------  -------  -------  --------  --------  -------- 
 

The Directors of the company are deemed to be key management personnel under applicable accounting standards.

   6          Half year financial report 

The condensed financial statements were approved by the Board of Directors on 15 November 2011 and are available on the Company's website, www.gtlresources.com. Copies are available on application to the Company Secretary, GTL Resources PLC 107 Cheapside, London, EC2V 6DN, UK

   7          Contingencies 

The lawsuit IRE brought against certain defendants in April 2009, including Fagen Inc. and IRE's previous insurance provider, continues to progress through the Illinois State court system. In early 2009, temporary repairs were made to the damaged concrete silo structure at IRE to ensure continued safe corn storage and milling. Nevertheless, since experts retained by IRE advised that the structural integrity of the silo structure was permanently compromised, there has been ongoing evidence of continued deterioration, and given that the litigation's slow pace was increasing the risk that the temporary repairs may fail, IRE management determined that it would be prudent to advance the construction of a replacement corn storage and milling system. The new storage and milling facilities, which include a standalone corn milling building and a 330,000 bushel corn storage bin, mitigate the risk of failure and downtime by providing corn processing capability that can function independently from the damaged structure. The project was completed and operational as of May 2011. The project cost of $5.4 million was funded by IRE's existing restricted cash reserves, set aside specifically for this important risk mitigation. Management believes, however, that property damage alone is substantially higher than the cost of this partial solution. Complete recovery of all damages from the defendants in the litigation is being pursued.

   8          Principal risks and uncertainties 

The Directors consider that the principal risks and uncertainties which could have a material impact on the Group's performance in the remaining six months of the financial year are the same as the principal risks and uncertainties stated in detail on pages 6 to 7 and 33 to 35 of our Annual Report and Accounts for the year ended 31 March 2011 and available on our website, www.gtlresources.com. In summary, the principal risks and uncertainties include:

   --      Volatility in market commodity margins 
   --      Credit Risk 
   --      Liquidity Risk 
   --      Market Risk 
   --      Interest Rate Risk 
   --      Capital Management Risk 
   9          Subsequent Event 

On 31 October 2011, a press release was issued announcing a GTL Board recommended offer by Sinav Limited ("Sinav" or the "Offeror") to acquire all the shares of GTL. Prior to the announcement, Sinav and its affiliates owned 22.66% of GTL. Highlights of the offer are as follows:

-- Sinav will pay 100 pence in cash for all of the outstanding shares it does not currently own, representing a 34% premium over the 74.50 pence closing price on October 28(th) , the last day of trading prior to the offer announcement. Current GTL shareholders, under certain circumstances, may elect to "roll over" their shares to retain an ownership interest in GTL.

-- The Offeror's intent is to delist GTL from the AIM exchange in London and run the business as a private company

-- After the transaction is completed, GTL will have a new Board of Directors and no public company expenses

-- The Offeror has indicated its intent to retain all GTL and IRE employees to pursue GTL management's medium term strategy of increasing production volumes and pursuing alternative revenue streams. There are no plans to change the principal locations of the business.

   --      The transaction is expected to close in approximately two to three months 

Director's responsibility statement

The Directors confirm that, to the best of their knowledge:

-- The interim set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted by the EU; and

   --      The interim management report includes a fair view of the information required by: 

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the interim set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

The Directors of GTL Resources PLC are listed on pages 10 and 11 of the Group's Annual Report for the year ended 31 March 2011.

By order of the Board

Richard Ruebe

Company CEO

INDEPENDENT REVIEW REPORT TO GTL RESOURCES PLC

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2011 which comprises the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of cash flows, the condensed consolidated statement of changes in equity and the related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with the terms of our engagement which includes assisting the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules of the London Stock Exchange.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2011 is not prepared, in all material respects, in accordance with the AIM Rules of the London Stock Exchange, International Accounting Standard 34 as adopted by the European Union and the DTR of UK FSA.

PKF (UK) LLP

Nottingham, UK

10 November 2011

This information is provided by RNS

The company news service from the London Stock Exchange

END

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