TIDMVOG
RNS Number : 9924E
Victoria Oil & Gas PLC
13 July 2021
13 July 2021
Victoria Oil & Gas Plc
("VOG", "Company" or the "Group")
Audited Results f o r the year end ed 31 December 2020
Victoria Oil & Gas Plc, whose wholly owned subsidiary, Gaz
du Cameroun S.A. ("GDC"), the onshore gas producer and distributor
with operations located in the port city of Douala, Cameroon, is
pleased to announce the publication of the financial information
for the year ended 31 December 2020.
2020 Key Events
-- Appointment of new Executive Directors
-- Successful remediation of well La-108
-- Settlement with Cameroon Holdings Limited
-- Termination of ENEO contract
-- Extension of Matanda Licence
Post Year End
-- Full and final settlement with ENEO
-- Approval of Matanda Environmental and Social Impact Assessment
-- Unsecured loan note with Hadron Master Fund of GBP1.25 million
-- Unsecured loan note facility with Meridian Capital (HK) Ltd for up to US$7.5 million
The full Annual Report and Accounts for the Year to 31 December
2020 ("Annual Report") may be viewed on the Company's website by
clicking on the following link:
https://www.victoriaoilandgas.com/investor-relations/reports-presentations
. The Annual Report will be posted in due course to those
shareholders who receive a hard copy.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014, which forms part of United
Kingdom domestic law by virtue of the European Union (Withdrawal)
Act 2018.
CHAIRMAN'S AND CHIEF EXECUTIVE OFFICER'S LETTER
Dear Shareholders,
The twelve months of 2020 will be remembered as a traumatic
period in which the COVID-19 pandemic affected the lives and
livelihoods of almost everyone around the globe and forced much of
the world into an unprecedented lockdown with significant impact on
the global economy and energy demand on an unprecedented scale. The
severity, length and ultimate impact of the pandemic remain
uncertain; however, as the global response to the pandemic
continues, including mass vaccination campaigns, there is an
expectation that economies will begin to recover throughout
2021/2022, bringing with it the fundamental drivers for energy
demand.
Your company's operations were affected by the pandemic as
capital projects in West Africa had to be halted and the YaNAO
region of Russia underwent a severe lockdown. We are pleased to say
that both jurisdictions eventually emerged from the worst of the
pandemic's restrictions and am particularly pleased to report that
Gaz du Cameroun S.A ("GDC") managed to safely and continuously meet
all of its customers demand for natural gas throughout the
year.
2020 saw the installation of an all-new, highly experienced,
professional executive management team in the form of Roy Kelly as
Chief Executive Officer and Rob Collins as Chief Financial Officer.
The new team has been tasked with, preserving capital, continuing
the transition to profitability and tackling the litany of legacy
issues we spoke of in last year's Annual Report. 2020 has felt like
the bottom of the curve for the Company as in a short space of time
our new team oversaw the successful remediation of Logbaba's well
La-108, settled the dispute with Cameroon Holdings Limited ("CHL")
and took decisive action to terminate the grid power contract and
set out to recover receivables from Eneo Cameroon S.A.
("ENEO").
Impact of COVID-19
Cameroon shut its borders in March 2020, restricting the
movement of raw materials to our customers, constraining our
customers' cross-border exports, and severely limiting the movement
of personnel and equipment. These issues had a minor impact on our
gas sales as GDC's customers showed great resilience in the face of
these restrictions. However, we had to suspend the well La-108
remediation and the Matanda Environmental and Social Impact
Assessment ("ESIA") in March 2020 as these operations involved
largely expatriate crews, who were repatriated before international
travel was stopped. Operations recommenced in September 2020, but
not before each of these projects lost some six months, and of
course incurred additional mobilisation and demobilisation
costs.
In the YaNAO region of Russia, where our West Medvezhye ("West
Med") asset is located, there has been a severe lockdown for much
of 2020, continuing into 2021. Whilst we have had no planned field
operations in the period, travel to and from the region was
interrupted for our expatriate staff.
Financial Performance
The financial performance in 2020 is obscured by the effect of
the settlement with ENEO, the settlement with CHL and the
regularisation and separation of business with Société Nationale
Des Hydrocarbures ("SNH"). These matters are discussed in the
Financial Review.
Attributable revenue for thermal and industrial power, was
US$13.0 million, 8.4% higher than the prior year.
The Group is reporting a loss after tax of US$9.0 million for
the year ended 31 December 2020 (2019: loss of US$110.3 million).
The material difference in the loss is due to the impairment of
assets of US$95.8 million in the prior year.
Loss per share, which includes the items listed above, was 3.51
cents (2019: loss of 48.20 cents).
Net assets for the year ended 31 December 2020 were US$2.3
million (2019: US$11.3 million).
The Directors have given careful consideration to the
appropriateness of the going concern basis in the preparation of
the Financial Statements. Whilst there are material uncertainties,
the Directors have concluded that it is appropriate to prepare the
Financial Statements on a going concern basis (see Note 3 in the
Report and Accounts).
Operational Performance
Review of Operations
Key Events
-- Grid Power Customer ENEO consumed zero gas in 2020 and contract terminated
-- Gross gas sold of 1,778 MMscf (2019: 2,967 MMscf)
-- Attributable gas sold 1,013 MMscf (2019: 1,691 MMscf)
-- Daily average gross gas sold 4.86 MMscf/d (2019: 8.13 MMscf/d)
-- Successful remediation of well La-108
-- Extension of Matanda licence
Logbaba
We remain mindful of capital preservation and risk mitigation,
and we envisage continuing the use of the existing well stock,
including the newly remediated well La-108. It has been well
documented that Logbaba wells are relatively deep, over-pressured
and have been operationally and geologically complex and expensive
to drill. In addition, the Logbaba field underlies the populous
city of Douala, making the acquisition of a comprehensive seismic
grid challenging, all of which would make anyone reticent to drill
more wells at this time, but especially at a time of capital
preservation. Any hydrocarbon accumulation is finite in volume, and
we recognise the concentration risk in the Logbaba project,
especially with a finite well stock, thus our pursuit of other
projects both in Cameroon and in other countries.
-- Reserves & Resources:
Management reduced its estimate of Proved Reserves ("1P") for
the Logbaba Field at the beginning of the period following a review
of well performance and in light of the limited well stock. At 1
January 2020 Logbaba Proven 1P reserves gross were 19Bcf, reducing
to 17Bcf at year end from production. The reality is that, prior to
the recommissioning of well La-108 (a post-period event), the field
has relied predominantly on well La-105 (which has produced over
80% of reserves to date), with back-up from well La-107 and
occasional back-up from well La-106, which had been fully written
down in 2016.
Early estimates of reserves, before the field's geological
variability had been recognised, had envisioned a full field
development with many more wells drilled. The reality is that
without higher quality seismic to mitigate the geological
uncertainty that has led to such variable well results, and fewer
surface challenges, the drilling of new wells at Logbaba would not
be the best use of precious capital resources at this time.
-- Well La-108 Remediation Project:
As shareholders will remember, at the end of the testing
operation for well La-108 in December 2017, a spent perforating gun
was stuck in the production tubing at a depth of 895 m, with a
wireline cable extended from the stuck gun to surface. In April
2018, the cable was cut downhole at a depth of about 700 m. The cut
wire was recovered from the hole, leaving the perforating gun and
about 200 m of cable in the hole.
In the first half of 2019, an attempt was made to remediate the
well and the tool string and a large proportion of the wire was
retrieved. A clean-out assembly was run to recover the remaining 50
m of wire and clean the hole, but this became stuck in the tubing
at approximately 900 m. Operations were suspended at the end of
October 2019 to mobilise additional equipment to complete the
remediation programme.
The continued remediation work on well La-108 was expected to
commence in March 2020 upon the arrival of the additional equipment
which was sourced to perform the project. With the equipment and
crew on site, however, due to safety concerns related to measures
taken in-country regarding Covid-19, the snubbing rig contractor
evacuated its expatriate personnel. The crew eventually returned in
September 2020 following the relaxing of travel restrictions and
successfully recovered all fish and debris from the well down to
the Lower Logbaba formation. Six sets of perforations were then
shot across a total estimated gross pay interval of 86 m of the
Upper Logbaba Formation inside the 4 1/2 " liner. The well was
opened up for a clean-up flow test to flare on 11 November 2020 and
achieved a flowrate of just under 20 MMscf/d with a FWHP of 3,580
psig on a 32/64" choke. This rate was the maximum possible through
the small diameter surface flowlines that were used. This
remediation was no mean feat and the result of meticulous planning
and execution by the team and its subcontractors, who are to be
congratulated on the outcome. The complexity of such operations in
a deep, high pressure
well are exacerbated by the remoteness of our operation from
reliable supply lines meaning lead times for spares or new
equipment can be several weeks or months as there are no other
upstream operations onshore Cameroon. It remains to be seen how the
well will contribute to the field over the longer-term, and as we
have seen in the other wells: long-term performance is highly
variable, and the ultimate recovery from the well does not
correlate with short-term performance.
-- Processing Facilities Enhancements:
A Facilities Enhancement Project ("FEP") was approved by the
Board in 2018, with the objective of lowering the minimum gas inlet
pressure to the plant, thereby maximising deliverability and
ultimate recovery from the wells.
The project includes the installation of a feed gas chilling
system to ensure continued gas and condensate export at lower
wellhead pressures, whilst maximising recovery from all wells. It
should also provide operational flexibility and increased
reliability by enabling both high-pressure and low-pressure wells
to be produced concurrently, thereby potentially extending the life
of the wells at the Logbaba Field. The project was to be delivered
in two stages. Stage 1, which was completed in September 2019,
comprised the following Front End Engineering Design ("FEED") work:
engineering design, cost estimation and execution planning for
implementation of the selected process configuration; withStage 2
to focus on execution, including detailed engineering, design,
equipment and materials specification, procurement, fabrication,
shipping, construction and commissioning.
Mindful of the preservation of capital, the Company carried out
low pressure trials on the plant in 2020 without any major
modifications, assessing in particular whether the gas will stay
within export specification as the plant operating pressure is
reduced, and the results suggested this was possible down to 20 to
25 barg. We are thus able to slowly reduce the operating pressure
of the plant with the full expenditure of the enhancement project
deferred until such time that it becomes necessary.
-- Pipeline:
During 2020, 0.51 km of service lines were laid and the total
pipeline network at the year-end was 51.6 km.
Matanda
The Matanda Production Sharing Contract ("PSC") was entered into
in early 2016 with GDC having a 75% working interest and
Operatorship along with partner AFEX Global Ltd ("AFEX") with a 25%
working interest. SNH has the right to back into a 5% to 25%
working interest post exploitation licence. In late 2020, the
Minister of Mines, Industry and Technological Development granted a
one-year extension to our licence to 17 December 2021.
In 2020 the Company completed an updated evaluation of the
prospectivity of the licence, and a de-risking of existing
prospects. Numerous Tertiary and Cretaceous prospects and leads
have been identified, and a number of these are significantly
de-risked by shows or hydrocarbon tests in nearby wells, in
particular the wells drilled in the contiguous Bomono block in
2015.
Alongside the above workstreams, the scope for the ESIA was
finalised to ensure that all aspects of risks to the environment
and social factors have been assessed and necessary precautions
taken, in accordance with the requisite rules and regulations, to
ensure there is minimal impact on the environment ahead of drilling
preparation. A team arrived in country to start the ESIA in March
2020 but were unfortunately repatriated out of Cameroon due to
COVID-19 and in total some six months were lost before they could
return and complete the work. The ESIA was submitted in March 2021
and GDC was pleased to announce that the ESIA Report on its planned
activities on the Matanda Block was approved in early June 2021.
The certificate of environmental conformity, as issued by an
inter-ministerial committee between the Ministry of Environment,
Protection of Nature and Sustainable Development (MINEPDED) and the
Ministry of Mines, Industry and Technological Development
(MINIMIDT) permits the progress of drilling activities subject to
the implementation of an approved Environment and Social Management
Plan (ESMP).
In order to share the capital and risk of drilling the
commitment well, the Company is seeking an industry partner via a
farmout process which continues post-period.
West Medvezhye ("West Med")
The Company's 100% owned West Med Licence in the prolific West
Siberian basin contains the 2006 oil discovery in well 103, which
was subjected to an extended well test at the time. As previously
described, the Company has commenced a process to divest the West
Med Field and is in discussions with potential buyers of the
field.
The perfect storm in early 2020 of Covid-19 and oil price
volatility of crude prices led to a hiatus in the sales process but
this picked up again towards the end of the year. Post-period the
Company continued discussions with potential buyers. There is of
course no guarantee that any of these buyers will produce a binding
offer.
This asset has previously been fully impaired in VOG's accounts
(in 2014).
Potential GDC Role in the Downstream Segment of the Offshore
Etinde Project
Shareholders will know that GDC signed a non-binding letter of
intent ("LOI") with Etinde Operator New Age Cameroon Offshore
Petroleum S.A. ("New Age") for the supply of natural gas from the
Etinde Field. Whilst New Age and its partners progressed the
engineering design of the project, they have yet to take a Final
Investment Decision ("FID"), which could now slip into 2022
according to public domain sources.
Post-period, this LOI expired on 31 March 2021 and we agreed
with New Age not to renew it. Instead we entered into discussions
with SNH and other stakeholders about our continuing involvement,
including an offer for GDC to be an offtaker of gas. In addition to
the numerous conditions that the Etinde project must fulfil, the
State must also clarify the timing and size of potential power
projects for the Limbe (the landfall for Etinde gas) and Bekoko (on
the outskirts of Douala) sites.
Customers
Since 2012, the Company has been continuously supplying natural
gas through VOG's wholly-owned subsidiary, GDC, to numerous
customers in the Douala area for a variety of uses.
-- Industrial Customers
GDC has some 40 customers connected and metered and usually has
30 to 36 customers online at any time. In recent years, GDC has
experienced more and more requests for increased demand as our
customers expand their own businesses and some seek independence
from unreliable grid power supplies by installing small generation
sets ("gensets") to make them self-sufficient. Such organic growth
is obviously of high value, but we take great care to match our
finite Logbaba supply to demand projections.
Our top ten customers by volume include a palm oil plant, a
flour mill, bottling plants, cement works, a cotton manufacturer
and breweries - a diverse range of industries. The Logbaba
operation's safety record continues to set records, indeed it has
now gone over 1,280 days without even a Lost Time Incident.
During 2020, GDC was able to offer increased sales to some
existing customers because of the termination of the ENEO contract,
and several customers took advantage of this opportunity, leading
them to order and install new equipment.
The focus continues to be to improve our customer
diversification. During 2020, one new industrial power customer,
SCTB2, was commissioned and post year end the same customer
initiated consuming gas for thermal use. Post period, a further
customer was connected to the network, Prometal 4.
The continued efforts on industrial customer growth were
reflected in 2020 gas sales with a 11% increase in gross thermal
gas sales to 1,677 MMscf and a 3% increase in industrial gas for
power consumption with 101 MMscf gross consumed. As is normal, we
have also seen several smaller customers cease consumption during
the period for various reasons.
-- Grid Power Customer
There continued to be no demand from ENEO for their Logbaba site
in 2020, as the third-party gensets on the Logbaba site remained
disconnected.
In early 2020, ENEO arranged payment of four invoices related to
gas supplied up to September 2019, totalling US$5.1 million via
four promissory notes. After these payments, there was still a
significant amount outstanding relating to invoices from September
2019 onwards. After repeated requests to discuss settlement and
with the aged debt ever increasing, the Company had no alternative
but to terminate the contract with ENEO in July 2020 with ten
unpaid invoices outstanding at that stage. We note also that the
third-party provider of the gensets had also terminated its
contract with ENEO. The outstanding receivables from ENEO were
covered under the take-or-pay provisions of the Term Sheet. The
Company subsequently entered into negotiations with ENEO and
post-period a settlement was arrived at involving payment for all
unpaid 2019 invoices plus interest on these invoices up to the end
of February 2021 amounting approximately to US$5.1 million gross
(US$2.9 million attributable to GDC). These funds were received in
early June. In addition, the Company will seek credit for
approximately US$0.7 million gross (US$0.4 million attributable to
GDC) of taxes paid at the time of billing on invoices that have
been fully written down in the accounts.
Other Independent Power Producers - AKSA
In July 2019, the Company and Aksa Enerji Uretim A.S. ("AKSA")
signed a term sheet for the sale of approximately 25 MMscf/d of gas
to supply AKSA's proposed 150 MW Douala Power Station (Bekoko). The
term sheet remains subject to a number of conditions precedent.
AKSA remains in discussions with New Age and SNH on the offtake
of Etinde gas and also with GDC on gas supply from Logbaba. The
Company will need certainty of competitive pricing, plus a better
understanding of the long-term performance of well La-108 prior to
committing to the supply of 9 Bcf/year of gas that the AKSA term
sheet requires.
Contingent Liabilities
-- CHL
The litigation with CHL was settled in full in November 2020,
converting what was an unknown and potentially large liability, and
one that would have been instantly payable in the event of an
adverse outcome, into a known financial liability which can be paid
out over many years or sooner without an early redemption penalty.
This full and final settlement also terminates the Royalty
Agreement. Furthermore, significant legal costs have also been
avoided, allowing management to focus on more value-adding
activities.
The financial impact of the CHL settlement is discussed in the
Financial Review and in note 22.
-- Requirement to Separate Upstream and Downstream
The separation of the business into upstream and downstream
business units remains a requirement of the Petroleum and Gas Codes
in Cameroon (the 'PGC') and is an industry norm.
The Logbaba Project has operated as an integrated upstream and
downstream operation since inception. In order to comply with the
Gas and Petroleum Codes in Cameroon, the parties are working with
the Cameroonian Government to separate the business into its
components. The parties are in ongoing negotiations with SNH
regarding the mechanism and fiscal arrangements for, amongst
others: the potential participation of SNH in the downstream
activities; the allocation of assets, liabilities, revenues and
costs, and the associated transfer pricing mechanisms; and the net
settlement required by SNH to take ownership of their entitlement.
One of the matters under negotiation has been GDC's obligation to
pay State Royalties. In prior years this potential liability was
disclosed as a contingent liability. Following the signing of a new
Accounting Procedure to the licence in mid 2020, the royalty
liability has now crystalised and the Company accordingly
recognised a provision of US$9.6 million in the Annual Report to 31
December 2019. This has been increased to US$13.2 as at 31 December
2020 and recognised as a current liability. This amount has been
offset by amounts owing by SNH with respect to their 5% share of
net revenues and costs.
-- RSM
RSM instituted an arbitration in Texas, USA under ICC rules in
2018, in which it is asserting material claims primarily related to
final invoices for the drilling of the two wells, La-107 and
La-108, the pay-out calculation and certain audit exceptions raised
by RSM following audits of the Logbaba operations between 2015 and
2019. The hearing took place in April 2021 remotely by
video-conference, though the panel's findings and any award is not
expected until August 2021.
Separately, on 3 February 2020, RSM filed an arbitration
application under UNCITRAL Rules pursuant to a Participation
Agreement for the project. Much of the relief sought in this second
arbitration duplicates the claims in the ICC arbitration, save that
it also challenges the validity of cash calls GDC issued in
November 2019 for RSM's share of expenses in relation to the well
La-108 remediation and raises issues relating to the primacy of the
underlying governing documents relating to the Logbaba Project, and
the process of approvals for certain actions of GDC as the
Operator. This arbitration will be heard in London under Cameroon
Law, currently scheduled for late September 2021.
Arbitrations under ICC and UNCITRAL rules are confidential
processes. VOG is thus not permitted to provide detailed comments
on them, beyond saying that it continues to vigorously defend the
claims raised by RSM.
-- La-108 Insurance Claim
The Company continues to pursue its highly meritorious claim
with the help of industry claim specialists to assist in the
matter.
-- OECD Claim
Following a complaint to the Organisation for Economic
Co-operation and Development ("OECD") in 2018 and various
communications with the UK National Contact Point ("NCP") for
promotion of the OECD Guidelines for Multinational Enterprises (the
"Guidelines"), the Company continued mediation in early 2020.
Whilst meetings had to be postponed due to Covid-19 restrictions a
number of the issues raised continue to be addressed. The Company
does not expect any economic costs resulting from this claim.
Board Changes
There were a number of Board changes during the period,
specifically:
March 2020 -- Ahmet Dik - CEO resigned
March 2020 -- Roy Kelly - CEO joined
May 2020 -- Andrew Diamond - Finance Director resigned
August 2020 -- Rob Collins - resigned as NED and joined as
CFO
November 2020 -- Roger Kennedy - converted from Executive to
Non-Executive Chairman
Strategic Focus
Shareholder Return and Experience . We aim to maximize
shareholder return from the portfolio, and also enhance the
shareholder's experience by greater access to information and
management in a timely fashion. The maximization of returns starts
by harvesting maximum value from existing assets, mindful of all
stakeholders.
Capital Discipline . The preservation of capital is a core
mantra. Ongoing capital discipline includes the careful management
of cashflow and minimising calls on shareholder capital, as is
staying low on the cost curve by avoiding exotic and expensive
locations or technologies.
Legacy Issues . The company continues to face a number of legacy
issues that cannot be ignored and we aim to deal with these
decisively.
Diversification . By diversification, we mean commercial and
geo-political diversification to mitigate single asset / single
country concentration risk. To this end, a number of opportunities
have presented themselves, but we shall of course be constrained by
our balance sheet and risk appetite.
Good Corporate Citizenship . As a strategic imperative, we will
continue to bring ESG matters to the fore in everything we do,
starting with our social license to operate, through to our role in
sustainability and in the Net Zero journey.
We would like to take this opportunity to thank our employees,
consultants and project partners and shareholders for their
continued commitment and support in what, given Covid-19, has been
an especially challenging year.
Roger Kennedy Roy Kelly
Chairman Chief Executive Officer
12 July 2021 12 July 2021
FINANCIAL REVIEW
The year ended 31 December 2020 ("current year") was an
exceptionally challenging year for the Group dealing with many
legacy issues, such as:
-- defending the legal proceedings initiated by Cameroon
Holdings Ltd ("CHL") with respect to the suspension of payments to
CHL under the CHL Royalty Agreement;
-- defending the arbitrations initiated by RSM in Texas, USA
under ICC rules and in London under UNCITRAL rules;
-- the remediation of well La-108;
-- the negotiations with ENEO to attempt to recover amounts outstanding to GDC; and
-- the ongoing discussions with SNH with respect to the
regularisation of the concession and the separation of the business
into upstream and downstream businesses.
The Logbaba Project has operated as an integrated upstream and
downstream operation since inception. In order to comply with the
Gas and Petroleum Codes in Cameroon, the parties are working with
the Cameroonian Government to separate the business into its
components. The parties are in ongoing negotiations with SNH
regarding the mechanism and fiscal arrangements for, amongst
others: the potential participation of SNH in the downstream
activities; the allocation of assets, liabilities, revenues and
costs, and the associated transfer pricing mechanisms; and the net
settlement required by SNH to take ownership of their entitlement.
One of the matters under negotiation has been GDC's obligation to
pay State Royalties. In prior years this potential liability was
disclosed as a contingent liability. Following the signing of a new
Accounting Procedure to the licence in mid 2020, the royalty
liability crystalised and the Company accordingly recognised a
provision of US$9.6 million in the Annual Report to 31 December
2019. This has been increased to US$13.2 million as at 31 December
2020 and recognised as a current liability. This amount has been
offset by amounts owing by SNH with respect to their 5% share of
net revenues and costs.
The working interests in the upstream operations of the Logbaba
Project are as follows:
-- GDC (operator) 57%
-- RSM Corporation ("RSM") 38%
-- National Hydrocarbons Corporation of Cameroon ("SNH") 5%
31 December 31 December
2020 2019
Gas sales (mmscf) - Gross 1,778 2,967
Gas sales (mmscf) - Attributable 1,013 1,691
Condensate sales (bbls) - Attributable 10,846 12,641
Revenue (US$'000) - Gross 23,150 35,793
Revenue (US$'000) - Attributable 13,195 20,822
Impairment of tangible and intangible
assets (US$'000) - 90,289
Impairment of investment in associate
(US$'000) - 5,556
----------------------------------------- ------------ ------------
Total Impairment charges (US$'000) - 95,845
Loss before tax (US$'000) (8,817) (111,952)
Loss after tax (US$'000) (9,006) (110,280)
Basic loss per share (cents) (3.51) (48.2)
Operating cash flow before working
capital (US$'000) (7,359) (4,267)
Cash working capital movement (US$'000) 12,200 3,942
Capital invested (US$'000) 4,462 7,710
Net debt (US$'000) (12,789) (10,685)
----------------------------------------- ------------ ------------
Statement of Comprehensive Income
The overall reduction in revenue year-on-year is due to no
invoicing of ENEO in 2020. Since September 2019, when the generator
provider ceased operations, GDC invoiced ENEO monthly on a
take-or-pay basis in accordance with the term sheet. GDC continued
to invoice ENEO on this basis until the GSA was terminated.
Following the termination GDC entered into amicable settlement
agreement discussions with ENEO, which resulted in a full and final
gross settlement of approximately 2.74 billion FCFA (Central
African CFA franc), circa. US$5.1 million post year end. Funds were
received from ENEO in early June 2021.
Total attributable revenue in 2020 was US$13.2 million compared
to US$20.8 million in 2019. The attributable revenue in 2019
included US$8.0 million related to grid power provided to ENEO.
Thermal and industrial power revenue was US$13.0 million in 2020
compared to US$12.0 million in 2019, a 8.4% increase year-on-year,
a healthy increase with the backdrop of COVID-19 and its effects on
business.
Condensate revenue of US$0.2 million (2019: US$0.8 million)
reflects the change in the marketing of the condensate post the
fire at the Sonara refinery. The condensate produced is de minimis
to the volume of GDC gas sales. Condensate is stored by the
offtakers and shipped and sold at their discretion
The unit of production depreciation decreased to US$0.4 million
(2019: US$7.3 million) as a result of the effect of the significant
impairment in property, plant and equipment assets in 2019.
Production royalties in 2020 were US$4.2 million (2019: US$9.3
million). When unit of production depreciation and net production
royalties are stripped out of cost of sales, the remaining costs of
sales in 2020 was US$1.9 million (2019 equivalent: US$1.8
million).
Administrative expenses were 7.3% lower at US$12.0 million in
2020 (2019: US$13.0 million). Wages and salaries were 18.9% lower
and office and other administrative expenditure was 56.5% lower.
However professional fees were 77.2% higher predominantly due to
the various legal matters with which the Company is involved.
In November 2020, the Company entered into a confidential
Settlement Agreement with CHL to cease all legal action and cancel
the CHL Royalty Agreement which terminates the 15% royalty payable
to the counterparty. The settlement amount is disclosed as a US$1.2
million current liability under other payables, and a further
US$11.2 million, discounted at 8.5% to US$6.9 million, disclosed as
a non-current liability.
The Group produced a loss before tax of US$8.8 million (2019:
US$112.0 million), and a loss after tax of US$9.0 million (2019:
US$110.3 million). The basic and diluted loss per share was 3.51
cents (2019: loss of 48.2 cents).
Statement of Financial Position
Intangible assets consist mainly of the costs incurred on well
La-108. Works to remediate the well amounting to US$4.0 million
were capitalised in 2020 and US$6.3 million were capitalised in
2019. The remediation was successful and GDC managed to recover a
spent perforating gun and a stuck section of drill string, clean
out and perforate the well and then flow test the well. Post year
end the well was tied back and put on test production. When
feasible these costs will be transferred to oil and gas assets
within property, plant and equipment. Intangible assets have a
carrying value of US$12.9 million (2019: US$8.6 million).
Property, plant and equipment was impaired by US$62.9 million in
2019, being the full impairment of well La-107, a partial
impairment of well La-105, and a partial impairment of the pipeline
infrastructure. The carrying value at the end of 2020 was US$18.7
million (2019: US$20.6 million). There was no impairment in
2020.
Trade and other receivables at 31 December 2020 were US$17.6
million (2019: US$13.7 million). Trade receivables were affected by
the reversal of the previous expected credit loss applied against
the outstanding ENEO amounts which were subsequently settled post
year end. The increase in other receivables reflected the
recognition of additional amounts with respect to SNH.
Trade and other payables increased by US$15.6 million
year-on-year from US$9.3 million in 2019 to US$24.9 million in
2020. The principal reasons for the increase were:
-- increase in trade payables due to increased legal fees with
respect to the CHL litigation and the two arbitrations with
RSM;
-- reclassification of the State Royalty to a current liability
in 2020 from a provision in 2019; and
-- the CHL settlement
Cash and cash equivalents at 31 December 2020 were US$1.8
million (2019: US$7.2 million). Borrowings reduced to US$14.6
million (2019: US$17.9 million). Provisions reduced to US$2.4
million (2019: US$11.7 million) principally due to the provision
for State Royalty being re-categorised to current liabilities.
Net debt and liquidity
31 December 31 December
2020 2019
US$'000 US$'000
------------------------------------- ------------ ------------
Cash and cash equivalents 1,806 7,237
Borrowings: Current liabilities (6,853) (5,969)
Borrowings: Non-current liabilities (7,742) (11,953)
------------------------------------- ------------ ------------
Net debt (12,789) (10,685)
===================================== ============ ============
Net debt of US$12.8 million (2019: US$10.7 million) reflects the
liquidity position of the Group.
Cash Flow Statement
Operating cash utilised, prior to the effects of working capital
movements, was US$7.4 million (2019: US$0.6million). The increase
in payables predominantly related to the increased expense for
State royalties and the CHL agreement. The decrease in trade
receivables predominantly related to the reversal of expected
credit losses related to ENEO. This resulted in a working capital
movement of US$12.2 million (2019: US$0.3million). Net cash
generated in operations was US$3.5 million (2019: US$2.4 million
utilised).
Capital investment in 2020 was reduced to only the essential
spending and committed costs. The Company's capital investment
decreased to US$4.5 million (2019: US$7.7 million). The majority of
the investment was on the remediation of well La-108. Repayment of
capital on borrowings was US$4.6 million (2019: US$2.6
million).
Commitments
The Logbaba Concession does not contain any work programme
obligations.
GDC's work programme commitment on the Matanda Block is US$11.25
million. The licence was extended in December for one year.
Subsequent Events
ENEO settlement
Subsequent to year end, on 16 April 2021, GDC signed a
settlement agreement with ENEO for approximately US$5 million
gross. GDC received payment of US$5.1 million from ENEO in full and
final settlement for all amounts invoiced to ENEO in early June
2020.
Loan Note and Warrants with Hadron Master Fund
On 8 April 2021, VOG announced that it had raised GBP1.25
million through the issue of an unsecured loan note provided by its
second largest shareholder, Hadron Master Fund, ("Hadron"). The
loan note is repayable on 5 April 2022 for 110% of the principal
amount. Pursuant to the loan note, Hadron was granted warrants over
10,416,667 ordinary shares of GBP0.005 in the Company's share
capital ("Ordinary Shares"). The subscription price of the warrants
is 6.0 pence per Ordinary Share and can be exercised at any time
prior to the third anniversary of the issue.
Loan Note Instrument with Meridian Capital (HK) Limited
On 18 June 2021, VOG announced that it had entered a definitive
financing agreement with Meridian Capital (KH) Limited ("Meridian")
(the "Facility") to raise maximum proceeds of US$7.5 million. The
Facility is comprised of two series of loan notes - A Loan Notes
and B Loan Notes (together the "Loan Notes ").
The key terms of the Loan Notes are set out below:
A Loan Notes:
-- unsecured loan notes with no conversion rights,
-- total principal amount of US$3.3 million, fully drawn on
signing of the Facility Agreement (with funds in the process of
being transferred to VOG),
-- two-year term with early redemption permitted at no additional cost, and
-- interest at 10% per annum accruing daily from the date of issue and compounding monthly.
B Loan Notes:
-- unsecured convertible loan notes,
-- total principal amount of US$4.2 million, which can be drawn
down in tranches at the Company's option,
-- term expires on the second anniversary of the date of the
Facility Agreement with early redemption permitted at any time at
no additional cost, with Meridian having the ability to convert the
outanding B Loan Notes,
-- interest at 10% per annum accruing daily from the date of issue and compounding monthly,
-- principal and interest convertible wholly or partially into
VOG shares at the Noteholder's option from the first anniversary of
signing the Facility Agreement and on certain other specified
events,
-- conversion price of GBP0.078 per share (being a 30% premium
to the volume weighted average trading price of VOG's shares as
traded on AIM over the 10-day period immediately before the date of
entry into the Facility Agreement), and
-- draw down conditional on The Takeover Panel ("Panel")
agreeing to a waiver of Rule 9 of the Takeover Code ("Code") and
independent shareholder approval being obtained.
Directors' Statement under Section 172 (1) of the Companies Act
2006
Section 172 (1) of the Companies Act obliges the Directors to
promote the success of the Company for the benefit of the Company's
members as a whole. This section specifies that the Directors must
act in good faith when promoting the success of the Company and in
doing so have regard (amongst other things) to:
a) the likely consequences of any decision in the long term,
b) the interests of the Company's employees,
c) the need to foster the Company's business relationship with suppliers, customers and others,
d) the impact of the Company's operations on the community and environment,
e) the desirability of the Company maintaining a reputation for
high standards of business conduct, and
f) the need to act fairly as between members of the Company.
The Board of Directors is collectively responsible for
formulating the Company's strategy which is the appraisal and
exploitation of the assets currently owned.
All the decisions made by the board consider the impacts of the
factors listed above. The key decisions taken under Section 172 (1)
by the Board of Directors in 2020 were as follows:
1) The decision to progress with the remediation of La-108;
2) The decision to terminate the ENEO Gas Sales Agreement in July 2020;
3) The decision to sign the revised Accounting Procedure in mid 2020; and
4) The decision to settle with CHL.
The Directors believe these key strategic decisions will
generate value for our shareholders in the long term. In executing
the Company's strategy, the Directors remain focused on responsible
and ethical business practices, and the Company strives to be a
responsible corporate citizen in all its territories of
operation.
The Board places equal importance on all shareholders and
strives for transparent and effective external communications
within the regulatory confines of an AIM-listed company. The
primary communication tool for regulatory matters and matters of
material substance is through the Regulatory News Service, ("RNS").
The Company's website is also updated regularly, and provides
further details on the business as well as links to helpful content
such as our latest investor presentations.
Further detail illustrating how Directors adhere to the
requirement set out in Section 172 (1) a to f above, are included
in the Corporate Governance Report.
The Directors believe they have acted in the way they consider
most likely to promote the success of the Company for the benefit
of its members as a whole, as required by Section 172 (1) of the
Companies Act 2006.
Rob Collins
Chief Financial Officer
12 July 2021
Consolidated Income Statement
For the year ended 31 December 2020
2020 2019
US$'000 US$'000
------------------------------------------------------------ ---------
Continuing operations
Revenue 13,159 20,822
Cost of sales (2,570) (18,403)
---------------------------------------------------- -------- -----------
Gross profit 10,625 2,419
Administrative expenses (12,015) (12,954)
Other losses (716) (60)
CHL settlement (8,135) -
Reversal of impairment/(impairment loss) on trade
and other receivables 2,601 (3,661)
Impairment of assets - (95,845)
---------------------------------------------------- -------- -----------
Operating loss (7,640) (110,101)
Finance revenue 452 -
Finance costs (1,629) (1,851)
---------------------------------------------------- -------- -----------
Loss before tax (8,817) (111,952)
Tax (189) 1,672
---------------------------------------------------- -------- -----------
Loss for the year - attributable to shareholders
of the parent (9,006) (110,280)
---------------------------------------------------- -------- -----------
Cents Cents
---------------------------------------------------- -------- -----------
Loss per share - basic & diluted (3.51) (48.20)
---------------------------------------------------- -------- -----------
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2020
2020 2019
US$'000 US$'000
-------------------------------------------------------------------- ---------
Loss for the year (9,006) (110,280)
Items that may be reclassified subsequently to profit
or loss
Exchange differences on translation of foreign operations (76) (91)
------------------------------------------------------------ ------- -----------
Total comprehensive income for the year - attributable
to shareholders of the parent (9,082) (110,371)
------------------------------------------------------------ ------- -----------
Consolidated Statement of Financial Position
At 31 December 2020
31 December 31 December
2020 2019
Unaudited Audited
US$'000 US$'000
------------------------------- -------------------------- -------------------
Assets:
Non-current assets
Intangible assets 12,946 8,620
Property, plant and equipment 18,678 20,606
31,624 29,226
------------------------------- -------------------------- -------------------
Current assets
Inventories 8 2
Trade and other receivables 17,647 13,711
Cash and cash equivalents 1,806 7,237
19,461 20,960
------------------------------- -------------------------- -------------------
Total assets 51,085 50,186
------------------------------- -------------------------- -------------------
Liabilities
Current liabilities
Trade and other payables 24,918 9,272
Provisions - 9,638
Borrowings 6,853 5,969
31,771 24,879
------------------------------- -------------------------- -------------------
Net current liabilities (12,310) (3,919)
------------------------------- -------------------------- -------------------
Non-current liabilities
Other payables 6,875 0
Provisions 2,396 2,037
Borrowings 7,742 11,953
17,013 13,990
-------------------------- -------------------
Net assets 2,301 11,317
------------------------------- -------------------------- -------------------
Equity:
Called-up share capital 1,827 1,826
Share premium 42,817 42,817
Translation reserve (17,801) (17,725)
Other reserve 868 1,093
Retained losses (25,410) (16,694)
Total equity 2,301 11,317
------------------------------- -------------------------- -------------------
The Financial Statements of Victoria Oil & Gas Plc,
registered number 5139892, were approved by the Board of Directors
on 12 July 2021.
Roger Kennedy Rob Collins
Chairman Chief Financial Officer
Consolidated Statement of Changes in Equity
For the year ended 31 December 2020
Called- ESOP
up Share Trust Translation Other Retained
Share
capital premium reserve reserve reserves loss Total
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
---------------------------------- ------- ------- ------------- -------- ---------- ---------
For the year ended 31 December 2019
At 31 December 2018 1,130 26,254 (4) (17,634) 401 93,505 103,652
Shares issued 685 16,067 - - - - 16,752
Share-based payments 11 496 - - (308) - 199
Vesting of share options - - - - 1,000 - 1,000
Shares granted to ESOP
members - - 4 - - 81 85
Total comprehensive income
for the year - - - (91) - (110,280) (110,371)
---------------------------- ----- ------- ------- ------------- -------- ---------- ---------
At 31 December 2019 1,826 42,817 - (17,725) 1,093 (16,694) 11,317
---------------------------- ----- ------- ------- ------------- -------- ---------- ---------
For the year ended 31 December 2020
At 31 December 2019 1,826 42,817 - (17,725) 1,093 (16,694) 11,317
Share options exercised 1 - - - (94) 93 -
Vesting of share options - - - - 66 - 66
Expiry of vested share
options - - - - (197) 197 -
Total comprehensive
income for the year - - - (76) - (9,006) (9,082)
------------------------- ----- ------ -------- ----- -------- -------
At 31 December 2020 1,827 42,817 - (17,801) 868 (25,410) 2,301
------------------------- ----- ------ -------- ----- -------- -------
Consolidated Cash Flow Statement
For the year ended 31 December 2020
2020 2019
US$'000 US$'000
------------------------------------------------------ ------- ---------
Cash flows from operating activities
Loss for the year (9,006) (110,280)
Adjustments for non-cash and other items:
Tax 189 (1,672)
Impairment of assets - 95,845
Finance revenue (452) -
Finance costs 1,629 1,851
Depreciation and amortisation 2,143 8,609
Expected credit losses - 3,661
Expected credit losses written back (2,643) -
Loss on disposal of property, plant and equipment 8 -
Gain on disposal of property, plant and equipment (42) -
Other gains and losses 749 60
Other non-cash items 40
Shares vested by ESOP Trust - 81
Share-based payments 66 1,199
------------------------------------------------------ ------- ---------
(7,359) (606)
Movements in working capital
Decrease/(increase) in trade and other receivables 155 (8,821)
Decrease in inventories 4 6
Increase in trade and other payables and provisions 12,041 9,096
------------------------------------------------------ ------- ---------
Net movements in working capital 12,200 281
Tax paid - (358)
Interest paid (1,361) (1,738)
------------------------------------------------------ ------- ---------
Net cash generated by/(utilised in) operating
activities 3,480 (2,421)
Cash flows from investing activities
Payments for intangible assets (4,379) (6,673)
Payments for property, plant and equipment (83) (1,037)
Net cash utilised in investing activities (4,462) (7,710)
Cash flows from financing activities
Repayment of borrowings (4,572) (2,563)
Net cash generated from equity raise - 16,752
------------------------------------------------------ ------- ---------
Net cash (utilised in)/generated by financing
activities (4,572) 14,189
------------------------------------------------------ ------- ---------
Net (decrease)/increase in cash and cash equivalents (5,554) 4,058
------------------------------------------------------ ------- ---------
Cash and cash equivalents - beginning of year 7,237 3,467
Effects of exchange rate changes 123 (288)
------------------------------------------------------ ------- ---------
Cash and cash equivalents at end of year 1,806 7,237
------------------------------------------------------ ------- ---------
N ot e s
1. Publication of no n-statutory accounts
The f inancial information, for the year ended 31 December 2020,
set out in t h is announ cem ent does not const i tute s t atu tory
accounts. This information has be en extracted from the Group's 31
December 2020 statuto ry f inanci al statements upon w h i ch t he
a uditors' op inion is unqu a li f i ed. However, the auditors'
report highlights material uncertainty relating to going concern
and includes the following additional key audit matters:
-- Recoverability of exploration and evaluation assets;
-- Recoverability of property, plant and equipment and other assets, Group and Parent Company.
2. Basis of preparation
The financial information, for the year ended 31 December 2020,
set out in this announcement, has been:
-- presented in accordance with International Financial
Reporting Standards ("IFRSs"), however this preliminary
announcement does not contain sufficient information to comply with
IFRSs. The IFRS compliant Consolidated Financial Statements is
published in the Report and Accounts for the year ended 31 December
2020, available on the Company's website;
-- prepared on the going concern basis, however the Directors
have highlighted a number of material uncertainties which may
affect the Company's ability to continue operating as a going
concern; and
-- prepared on the basis of the accounting policies as stated in
the Report and Accounts for the year ended 31 December 2019, with
the exception of those changes required in the application of new
and revised IFRSs, none of which has a material impact on the
Group.
3. Going Concern Note
The Directors are required to give careful consideration to the
appropriateness of the going concern basis in the preparation of
the Financial Statements.
Revenue for the year was US$13.2 million (2019: US$20.8
million). There was no impairment charge during the year (2019:
US$95.8 million). The Group incurred a loss after tax of US$9.0
million for the year ended 31 December 2020 (2019: loss of US$110.3
million). At year-end the Group had cash and cash equivalents of
US$1.8 million (2019: US$7.2 million) in addition to borrowings of
US$14.6 million (2019: US$17.9 million). Net cash generated from
operating activities for the year was US$3.5 million (2019: cash
utilised US$2.4 million). The Consolidated Statement of Financial
Position shows that the Group had net current liabilities of
US$12.3 million at the year-end date (2019: net current liabilities
of US$3.9 million) and net assets of US$2.3 million at the year-end
date (2019: net assets of US$11.3 million).
The Parent Company incurred a loss of US$9.0 million for the
year ended 31 December 2020 (2019: US$110.3 million). The Parent
Company has a cash balance of US$0.4 million (2019: US$3.6 million)
at the Statement of Financial Position date.
In their consideration of the appropriateness of applying the
going concern assumption the Directors have prepared cash flow
forecasts for the period to 31 December 2022.
The significant factors, estimates and assumptions applied in
the cash flow forecast are as follows:
Grid power and recovery of receivable amounts
Since September 2019, when the generator provider ceased
operations, GDC invoiced ENEO monthly on a take-or-pay basis in
accordance with the GSA. GDC continued to invoice ENEO on this
basis until the GSA was terminated. Following the termination GDC
entered into amicable settlement agreement discussions with ENEO,
which resulted in a full and final gross settlement of
approximately 2.74 billion XAF, circa. US$5.1 million post year-end
($2.9m of which is attributable to GDC). These funds were received
from ENEO in early June 2021.
Cameroonian State Royalty obligation
The Logbaba Project has operated as an integrated upstream and
downstream operation since inception. In order to comply with the
Gas and Petroleum Codes in Cameroon, the parties are working with
SNH to separate the business into its components. The parties are
in ongoing negotiations with SNH regarding the mechanism and fiscal
arrangements for, amongst others: the potential participation of
SNH in the downstream activities; the allocation of assets,
liabilities, revenues and costs, and the associated transfer
pricing mechanisms; and the net settlement required by SNH to take
ownership of their entitlement. One of the matters under
negotiation has been GDC's obligation to pay State Royalties. In
prior years this potential liability was disclosed as a contingent
liability. Following the signing of a new Accounting Procedure to
the licence in mid-2020, the royalty liability crystalised and the
Company accordingly recognised a provision of US$9.6 million in the
Annual Report to 31 December 2019. This has been increased to
US$13.2 million as at 31 December 2020 and recognised as a current
liability. It has been agreed that this amount be reduced by the
amounts owed by SNH with respect to their 5% share of net revenues
and costs. Although the amount is payable on demand, discussions
are ongoing with SNH in relation to both the timing and mechanism
of settlement. As outlined above a number of options are being
discussed, including potential future participation of SNH in the
downstream operations of GDC. The Directors believe that it will
take time to complete these discussions and to agree on timing and
mechanism of settlement. The Directors are currently in discussions
with respect to funding to defray this liability as soon as is
possible. In the event that GDC is required to pay the full amount
within the next twelve months and has not secured additional
financing, this would have a material adverse impact on the Group's
cash forecast and ability to continue as a going concern.
Debt
The Group ended the year with cash and cash equivalents of
US$1.8 million (2019: US$7.2million) (see Note 16) and in a net
debt position of US$12.8 million (2019: US$10.7 million) (see Note
20). The Group had borrowings of US$14.6 million (2019: US$17.9
million), approximately US$6.9 million of which is due within 12
months from the date of approval of the Financial Statements. The
Group has no available headroom as at 31 December 2020 on any of
its current credit facilities. The Group is actively seeking
additional debt facilities with financial institutions in Cameroon
to finance expansion, development and the payment of historic state
royalties.
The Group secured financing post year-end from Hadron Master
Fund of GBP1.25 million ($1.7m) and Meridian Capital (HK) of US$7.5
million as set out in Note 29. These funds were predominantly
secured to provide working capital for the Parent Company. The
first tranche of funding of $3.3m from Meridian is in the process
of being transferred to the Company. The second tranche, amounting
to $4.2m, is subject to shareholder approval. If the Tranche 1
funds are not received and/or the second tranche of funding is not
approved by shareholders, this would have a material adverse impact
on the company's cash position.
Other items
RSM arbitration
The Group is exposed to further potentially material contingent
liabilities with respect to the arbitration with RSM as outlined in
Note 25. The amounts concerned in each of these matters are
material, and an adverse finding would have material impacts on the
Group's cash forecast and ability to continue as a going
concern.
Covid-19
At the time of writing, Cameroon remains relatively free of
operating restrictions and our operations have not been
significantly impacted through the pandemic, however, we remain
cognisant that this position may change at any point which may
impact GDC staff, GDC's ability to produce and sell gas, our
customers' ability to purchase gas, and/or our suppliers ability to
deliver the services procured.
Conclusion
These conditions indicate the existence of a material
uncertainty relating to events or conditions that may cast
significant doubt upon the Group and the Parent Company's ability
to continue as a going concern.
The Directors have reviewed operating and cash forecasts in
respect of the operating activities and planned work programmes of
the Group's assets. The expected cash flows, plus available cash on
hand, after allowing for funds required for administration and
development costs, working capital improvement and debt servicing,
are expected to cover these activities. As a result, the Directors
are of the view that the Group and the Parent Company is
sufficiently funded for the twelve-month period from the date of
approval of these Financial Statements. However, the Directors note
that there are material uncertainties as listed above, which should
any eventuate, would require them to raise additional funds.
Although the Directors consider the likelihood of these
uncertainties eventuating to be unlikely, they are confident
additional funding can be accessed should it be required.
On the basis of the considerations set out above, the Directors
have concluded that it is appropriate to prepare the Financial
Statements on a going concern basis. These Financial Statements do
not include any adjustments to the carrying amount and
classification of assets and liabilities that may arise if the
Group or the Parent Company was unable to continue as a going
concern.
For further information, please visit www.victoriaoilandgas.com
or contact:
Victoria Oil & Gas Plc
Roy Kelly / Rob Collins Tel: +44 (0) 20 7921 8820
Strand Hanson Limited (Nominated and Financial Adviser)
Rory Murphy / James Dance Tel: +44 (0) 20 7409 3494
Shore Capital Stockbrokers Limited (Broker)
Mark Percy / Toby Gibbs (corporate advisory) Tel: +44 (0) 20 7408 4090
Jerry Keen (corporate broking)
Camarco (Financial PR)
Billy Clegg Tel: +44 (0) 20 3757 4983
Nick Hennis Tel: +44 (0) 20 3781 8330
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