TIDMNUOG

RNS Number : 0829W

Nu-Oil and Gas PLC

21 April 2021

21 April 2021

Nu-Oil and Gas plc

("Nu-Oil" or "the Company")

Unaudited Interim Results

Nu-Oil and Gas plc (AIM: NUOG), the AIM Rule 15 cash shell, reports its half year results for the six months ended 31(st) December 2020.

Reporting Period:

-- On 8(th) July 2020, the Company announced that the proposed transaction, as announced on 14(th) April 2020 following which the Company's shares were suspended from trading on AIM pending a reverse take over, would not be proceeding. This was despite efforts to agree mutually acceptable terms.

-- The Company has continued to maintain a high degree of cost discipline and cash management during the period. This is a result of targeted cost saving measures and the commitment by Directors for no cash payments to be made in respect of Directors fees until a transaction is completed.

-- On 9(th) September 2020, the Company confirmed that it had been granted an extension to the deadline by which it must complete a reverse takeover (as set out in AIM Rule 15) by six months from 4 November 2020, which had been extended to 4(th) May 2021.

Post period end:

-- On 8 March 2021, the company announced that it has signed heads of terms with Guardian Maritime Limited and Guardian Barriers IP Limited, to acquire those companies (the "Proposed Transaction") and was pleased to announce that subject to closing the Proposed Transaction, Gary Smith will become CEO.

-- As part of the Proposed Transaction, the Company intends to apply to be admitted to the Standard Segment of the Official List of the FCA ("Standard Segment") and to trading on the Main Market for listed securities of the London Stock Exchange ("Main Market")

-- Closing of the Proposed Transaction, and admission to the Standard Segment, remains subject to a number of factors. Whilst the Board is confident of completing the Proposed Transaction, there can be no certainty of that at this stage.

-- The Company raised GBP215,000 (gross) through a placing with existing and new private investors.

Cancellation of trading on AIM:

Pursuant to AIM Rule 15, trading in the Company's shares is currently suspended. It is currently anticipated that trading in the Company's shares will not resume until the Proposed Transaction has completed and the Company has been successfully admitted to the Standard Segment. In the meantime, Nu-Oil confirms that the cancellation of the admission to trading of the Company's ordinary shares on AIM will take effect from 7.00 a.m. on 5 May 2021, in accordance with AIM Rule 41.

 
 Enquiries 
 Nu-Oil and Gas plc           Tel: +44 (0)203 7400 207 
 Jay Bhattacherjee 
 
 Strand Hanson Limited        Tel: +44 (0)20 7409 3494 
 Rory Murphy/Ritchie Balmer 
 
 Novum Securities Limited     Tel: +44 (0)20 7399 9425 
 Jon Belliss 
 
 

The information contained within this announcement is deemed by the Company to constitute inside information.

Chairman's Statement

Dear Shareholders,

Following our 2020 annual report, published in December 2020, I write to update you on the half-year results between July and December 2020.

The Company's performance shown in these accounts for the six months to December 2020 has been defined by several factors: the disciplined management of the Company's cash position; a conservative approach to managing ongoing overhead commitments; and the proactive engagement of the Company's creditor relationships. For these reasons, the Board continues to be satisfied it will meet its spending commitments as they fall due until it can complete the Proposed Transaction and admit to the Standard Segment.

Throughout the nine months since the year end, your Board has worked to identify and secure a transaction on which the Company can build a business which warrants the re-listing of the shares on a trading exchange, and on which shareholder value can be rebuilt. After several false starts, I am pleased to report that we have identified such a transaction and have signed a Heads of terms, which was announced on 8 March 2021.

Supported by our advisers, we are preparing a UK Prospectus with which we will use to apply to be admitted to the Standard Segment and to trading on the Main Market. Full detail of the transaction will be presented in the Prospectus, together with notice of a general meeting of the Company at which all the matters will be considered and voted on through a set of resolutions.

Pursuant to AIM Rule 15, trading in the Company's shares is currently suspended. It is currently anticipated that trading in the Company's shares will not resume until the Proposed Transaction has completed and the Company has been successfully admitted to the Standard Segment. Your Board believes that the re-listing of the Company's shares will most beneficially be achieved on the Standard Listing on the London Stock exchange, which, assuming achieved, will facilitate on-market trading again in the Company's shares.

By way of conclusion, the Company continues to face the challenges I have highlighted previously around COVID-19 as well as the challenges faced in balancing the Company's preferred investment structures with the criteria set by the London Stock Exchange. Notwithstanding those ongoing challenges, and although they have delayed the return to trading, your Board continues to strive to make complete the Proposed Transaction as quickly as possible.

Finally, we want to thank you for your patience and continued support during this phase in the Company's turnaround.

Jay Bhattacherjee, Non-Executive Chairman

21 April 2021

CONSOLIDATED INCOME STATEMENT

For the 6 months ended 31 December 2019

 
                                                  Unaudited   Unaudited      Audited 
                                                   6 months    6 months    12 months 
                                                      ended       ended        ended 
                                                     31 Dec      31 Dec       30 Jun 
 GBP '000                                  Note          20          19           20 
----------------------------------------  -----  ----------  ----------  ----------- 
 Revenue                                                  -           -            - 
 Cost of sales                                            -           -            - 
----------------------------------------  -----  ----------  ----------  ----------- 
 Gross Profit                                             -           -            - 
----------------------------------------  -----  ----------  ----------  ----------- 
 
 Administrative expenses                              (293)       (501)        (739) 
 Other income                                 2           7           -            7 
----------------------------------------  -----  ----------  ----------  ----------- 
 Loss from operations                                 (286)       (501)        (732) 
----------------------------------------  -----  ----------  ----------  ----------- 
 
 Finance costs                                        (115)       (130)        (306) 
----------------------------------------  -----  ----------  ----------  ----------- 
 Loss for before tax                                  (401)       (631)      (1,038) 
 Discontinued operations                                  -           -            - 
 Gain on disposal of subsidiaries, 
  joint-ventures and related party 
  initiatives                                             -         388          388 
 Taxation                                                 -           -            - 
----------------------------------------  -----  ----------  ----------  ----------- 
 Profit / (Loss) after tax                            (401)         243        (650) 
----------------------------------------  -----  ----------  ----------  ----------- 
 
 Loss attributable to discontinued                        -           -            - 
  operations 
 Loss attributable to continuing 
  operations                                          (401)       (243)        (650) 
----------------------------------------  -----  ----------  ----------  ----------- 
 Loss for the period                                  (401)       (243)        (650) 
----------------------------------------  -----  ----------  ----------  ----------- 
 
 Loss per share (continuing operations)       3     (0.01p)     (0.01p)      (0.04p) 
----------------------------------------  -----  ----------  ----------  ----------- 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 6 months ended 31 December 2019

 
                                             Unaudited   Unaudited      Audited 
                                              6 months    6 months    12 months 
                                                 ended       ended        ended 
                                                31 Dec      31 Dec       30 Jun 
 GBP '000                            Note           20          19           20 
----------------------------------  ------  ----------  ----------  ----------- 
 
 Loss for the year                               (401)       (243)        (650) 
 Other comprehensive expense: 
 Currency translation differences                    -          11            - 
 Other comprehensive income,                         -          11            - 
  net of tax 
----------------------------------  ------  ----------  ----------  ----------- 
 Total comprehensive expense 
  for the year                                   (401)       (232)        (650) 
------------------------------------------  ----------  ----------  ----------- 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                       Unaudited   Unaudited    Audited 
                                           as at       as at      as at 
                                          31 Dec      31 Dec    30 June 
 GBP '000                       Note          20          19         20 
 
 Non-current assets 
 Property, plant & equipment                   3           5          3 
                                               3           5          3 
-----------------------------  -----  ----------  ----------  --------- 
 
 Current assets 
 Trade and other receivables       4         105          55        122 
 Cash and cash equivalents                   191         236        230 
                                             296         291        352 
-----------------------------  -----  ----------  ----------  --------- 
 Total assets                                299         296        355 
 
 Current liabilities 
 Loans                             6       (200)     (2,682)      (200) 
 Trade and other payables          5       (885)       (765)      (655) 
                                         (1,085)     (3,447)      (855) 
-----------------------------  -----  ----------  ----------  --------- 
 
 Non-current liabilities 
 C4 Loan                                 (1,081)           -      (966) 
-----------------------------  -----  ----------  ----------  --------- 
 Total liabilities                       (2,166)     (3,447)    (1,821) 
-----------------------------  -----  ----------  ----------  --------- 
 Net liabilities                         (1,867)     (3,151)    (1,466) 
-----------------------------  -----  ----------  ----------  --------- 
 
 Shareholders' equity 
 Ordinary share capital                      193       3,208        193 
 Share premium account                    32,266      31,858     32,266 
 Warrant reserve                             415         404        415 
 Other reserves                            3,016     (2,487)      3,016 
 C4 Loan reserve                           1,682                  1,682 
 Accumulated losses                     (39,439)    (36,134)   (39,038) 
-----------------------------  -----  ----------  ----------  --------- 
 Total equity                            (1,867)     (3,151)    (1,466) 
-----------------------------  -----  ----------  ----------  --------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                Ordinary      Share        Reverse                 Warrant 
                                   Share    Premium    Acquisition    C4 Loan    and Other   Accumulated     Total 
 GBP'000                         Capital    Account        Reserve    reserve     Reserves        Losses    Equity 
-----------------------------  ---------  ---------  -------------  ---------  -----------  ------------  -------- 
 
 Balance, 30(th) June 
  2019                             3,207     31,359          9,364          -      (2,083)      (45,266)   (3,419) 
 
 Loss for the period                   -          -              -          -            -         (243)     (243) 
 Currency translation 
  differences                          -          -              -          -            -            11        11 
-----------------------------  ---------  ---------  -------------  ---------  -----------  ------------  -------- 
 Comprehensive loss                    -          -              -          -            -         (232)     (232) 
 
 Equity fundraise and 
  refinancing                          1        499              -          -            -             -       500 
 Release of reverse 
  acq. reserve                         -          -        (9,364)          -            -         9,364         - 
-----------------------------  ---------  ---------  -------------  ---------  -----------  ------------  -------- 
 Transactions with 
  owners                               1        499        (9,364)          -            -         9,364       500 
 
 Balance, 31(st) December 
  2019                             3,208     31,858              -          -      (2,083)      (36,134)   (3,151) 
 
 Loss for the period                   -          -              -          -            -         (418)     (418) 
 Effect of share subdivision     (3,016)          -              -          -        3,016             -         - 
 Equity fundraise and 
  refinancing                          1        419              -      1,682            -             -     2,102 
 Effect of warrants                    -       (11)              -          -        2,498       (2,486)         - 
-----------------------------  ---------  ---------  -------------  ---------  -----------  ------------  -------- 
 Transactions with 
  owners                               1        408              -      1,682        2,498       (2,904)     1,693 
 
 Balance, 30(th) June 
  2020                               193     32,266              -      1,682        3,431      (39,038)   (1,466) 
 
 Loss for the period                                                                               (401)     (401) 
 Currency translation                  -          -              -          -            -             -         - 
  differences 
-----------------------------  ---------  ---------  -------------  ---------  -----------  ------------  -------- 
 Comprehensive loss                    -          -              -          -            -         (401)     (401) 
 
 Equity fundraise                      -          -              -          -            -             -         - 
-----------------------------  ---------  ---------  -------------  ---------  -----------  ------------  -------- 
 Transactions with                     -          -              -          -            -             -         - 
  owners 
 
 Balance, 31(st) December 
  2020                               193     32,266              -      1,682        3,431      (39,439)   (1,867) 
-----------------------------  ---------  ---------  -------------  ---------  -----------  ------------  -------- 
 
 

CONSOLIDATED STATEMENT OF CASH FLOW

For the 6 months ended 31(st) December 2019 and 31(st) December 2020 and for the year ended 30(th) June 2020

 
                                                  Unaudited   Unaudited      Audited 
                                                   6 months    6 months    12 months 
                                                      ended       ended        ended 
                                                     31 Dec      31 Dec       30 Jun 
 GBP '000                                  Note          20          19           20 
---------------------------------------  ------  ----------  ----------  ----------- 
 
 Cash flows from operating activities 
 Cash used in operations                               (39)       (312)        (728) 
 Net cash used in operating activities                 (39)       (312)        (728) 
-----------------------------------------------  ----------  ----------  ----------- 
 
 Cash flows from financing activities 
 Share capital issued for cash                                      500          920 
 
 Loan repayments                                                   (10)         (20) 
-----------------------------------------------  ----------  ----------  ----------- 
 Net cash from financing activities                       -         490          900 
-----------------------------------------------  ----------  ----------  ----------- 
 
 Net increase / (decrease) in cash 
  and cash equivalents                                 (39)         178          172 
 Cash and cash equivalents at the 
  start of the period                                   230          58           58 
 Cash and cash equivalents at the 
  end of the period                                     191         236          230 
-----------------------------------------------  ----------  ----------  ----------- 
 

NOTES TO THE INTERIM RESULTS

   1.    Basis of Preparation 

Corporate Information

Nu-Oil and Gas plc (the 'Company') is a company incorporated in England on 13 September 2007 and has registered address of 85 Great Portland Street, London, W1W 7LT. The Company is domiciled in the UK for tax purposes and its shares are quoted on the AIM Market of the London Stock Exchange.

Accounting policies

The accounting policies adopted here are consistent with those of the previous financial periods.

The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), the Companies Act 2006 that applies to companies reporting under IFRS, and IFRS-IC interpretations. In addition, they have been prepared under the historical cost convention. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are consistent with those highlighted in the Company's annual report and accounts, most recently published on 7(th) December 2020.

New and amending Accounting standards

In the period ended 31(st) December 2020, the Directors have reviewed all the new and revised Standards. The only relevant new standard that is effective for the period's financial statements is IFRS 16 'Leases'. This standard does not have a material impact on the financial statements. Furthermore, at the reporting date, the Company's only lease arrangement was for a period of 12 months. Consequently, the Company has used the exemptions provided by the accounting standards for short-term leases (less than a year).

There are no standards in issue but not yet effective which could have a material impact on the financial statements.

   2.    Grant income 

The Company has availed of government initiatives designed to support businesses impacted by Covid-19. Regarding the job retention scheme support initiatives, the Company has recognised GBP7,000 in respect of grant income for employees furloughed during the year.

   3.    Loss per Share 

Loss per share amounts are calculated by dividing the loss for the year by the weighted average number of common shares in issue during the year.

 
                                           Unaudited       Unaudited         Audited 
                                            6 months        6 months       12 months 
                                               ended           ended           ended 
                                              31 Dec          31 Dec          30 Jun 
 GBP '000                                         20              19              20 
-----------------------------------  ---------------  --------------  -------------- 
 
 Loss attributable to shareholders 
  of the Company (GBP'000)                     (401)           (243)           (650) 
 Weighted average number of shares 
  in issue                             3,390,393,217   1,830,972,927   2,596,306,459 
 Basic loss per share (expressed 
  in pence per share)                        (0.01p)         (0.01p)         (0.03p) 
 
   4.    Trade and Other Receivables 
 
                           Unaudited as   Unaudited as    Audited as 
                                     at             at            at 
 GBP '000                     31 Dec 20      31 Dec 19    30 June 20 
------------------------  -------------  -------------  ------------ 
 
 Sales taxes receivable             100             41            85 
 Prepayments and other 
  receivables                         5             14            37 
                                    105             55           122 
------------------------  -------------  -------------  ------------ 
 

The Company's trade and other receivables at 31 Dec 20 related to sales tax receivables of GBP95,000 (GBP41,000 at 31 Dec 19). Prepayments and other receivables at primarily related to annual charges prepaid up front and amortised over the period and to overhead recharges and rental deposits recoverable.

   5.    Trade and Other Payables 
 
                                 Unaudited as   Unaudited as    Audited as 
                                           at             at            at 
 GBP '000                           31 Dec 20      31 Dec 19    30 June 20 
------------------------------  -------------  -------------  ------------ 
 
 Trade payables                           778            419           473 
 Accruals                                  81            276           157 
 Taxation and social security               6              8             6 
 Other payables                             -             44             - 
 Pensions                                  20             18            19 
                                          885            765           655 
------------------------------  -------------  -------------  ------------ 
 
   6.    Net debt 
 
 GBP '000                  YA Global  Shard Loan   C4 Loan    Total 
-------------------------  ---------  ----------  --------  ------- 
 Balance 30 Jun 19             (181)     (2,381)         -  (2,562) 
 Movement in accrued 
  interest                      (11)       (119)         -    (158) 
 Refinancing                       -       2,500   (2,500)        - 
 Cash flows - repayments          10           -         -       10 
 Balance 31 Dec 19             (182)           -   (2,500)  (1,166) 
 Movement in accrued 
  interest                      (28)           -     (148)    (148) 
 Transfer to equity loan 
  reserve                          -           -     1,682    1,682 
 Cash flows - repayments          10           -         -       10 
 Balance 30 Jun 20             (200)           -     (966)  (1,166) 
 Unwind of liability 
  component                        -           -     (115)    (115) 
-------------------------  ---------  ----------  --------  ------- 
 Balance 31 Dec 20             (200)           -   (1,081)  (1,281) 
-------------------------  ---------  ----------  --------  ------- 
 

In October 2019, Shard Capital Management Limited ('Shard') sold its interest in the Shard Loan to C4 Energy Limited ('C4'). Following the novation of the loan, the Company agreed refinancing terms with C4 and entered into a convertible loan note instrument resulting in the issuance of loan notes with a par value of GBP2,500,000. The notes are convertible into ordinary shares at a fixed price of 0.05p per share at the option of the lender, are freely transferable and have a maturity date in October 2024. The notes are unsecured and carry a nil interest coupon.

In accordance with IAS 32, judgement is requirement when determining the classification of financial instruments in terms of liability or equity. These judgements include an assessment of whether the financial instrument includes any embedded derivative features, whether it includes contractual obligations upon the Company to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party, and whether that obligation will be settled by the Company exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments.

Under the terms of accounting standard IAS 32, the C4 loan note instrument is assessed to be a non-derivative compound financial instrument and as such the Company is required to recognise separately the components of the financial instrument that (a) creates a financial liability and (b) grants an option to the holder of the instrument to convert it into an equity instrument of the entity. In establishing the value of these components, an effective interest rate must be used. The value of the liability component is determined by discounting the par value at the effective interest rate upon initial recognition. The discount rate used for this purpose has been assessed to be 25%. By reference, the cost of capital of the Shard loan was used as a start point in forming this judgement; a sensitivity of +/- 5% in the interest rate would result in a decrease/increase in the value of the liability component as at the reporting date of GBP146,000/GBP185,000 and an increase in the finance expense of GBP3,000/GBP2,000. The discount is then unwound over the remaining life of the loan. The value attributable to equity component represents the residual interest in the instrument upon initial recognition. Consequently, at the point of initial recognition, the sum of the carrying amounts assigned to the liability and equity components is always equal to the value of the instrument as a whole, namely GBP2,500,000.

The Company remains contractually obligated to settle the full GBP2,500,000 which remains outstanding until it is extinguished through conversion, maturity of the instrument, or some other transaction.

The Company also has a loan with YA Global. In March 2020, the Group reached a settlement agreement with YA Global regarding amounts owing to them upon satisfactory completion of a transaction constituting a reverse takeover. YA Global has indicated it may accept settlement via newly issued ordinary shares.

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

IR PPUBACUPGGAU

(END) Dow Jones Newswires

April 21, 2021 02:00 ET (06:00 GMT)

Nu-oil And Gas (LSE:NUOG)
Gráfica de Acción Histórica
De Ago 2021 a Sep 2021 Haga Click aquí para más Gráficas Nu-oil And Gas.
Nu-oil And Gas (LSE:NUOG)
Gráfica de Acción Histórica
De Sep 2020 a Sep 2021 Haga Click aquí para más Gráficas Nu-oil And Gas.