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.
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