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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Tep Exchange | LSE:TEX | London | Ordinary Share | GB0030818198 | ORD 0.001P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.06 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMDOR
RNS Number : 7575A
Doriemus PLC
30 September 2015
30 September 2015
Doriemus PLC
Half-yearly results for the six month period ended 30 June 2015
Your board is pleased to present the interim results for the six months ended 30 June 2015.
Overview
The Company announced on 11 September 2015 that it had acquired, on a fully diluted basis, an initial 2.82% equity shareholding in Greenland Gas & Oil Plc ("GGO"), a UK based oil and gas exploration company focused solely on Greenland, which in June 2015 was granted oil exploration and exploitation licences over 4,200 km2 located onshore in south-eastern Greenland in a region known as the Jameson Land Basin. For further information on GGO, please refer to their website www.ggoplc.com.
In addition, Doriemus has entered into an option agreement (the "Option") to acquire a further 60.56%, on a fully diluted basis, of the existing issued share capital in GGO. Exercise of the Option is subject, inter alia, to GGO achieving their necessary shareholder approvals to convert to a private limited company and to Doriemus shareholder and regulatory approvals including Government of Greenland approvals where appropriate.
Whilst there can be no certainty that the Option will be exercised, exercise of the Option in full would constitute a reverse takeover under AIM Rule 14 and the Company therefore requested that dealings in its shares be suspended from trading on AIM on 11 September 2015. Subject to due diligence, the Company would hope to be in a position to send to shareholders in the New Year a circular containing further details on GGO and the transaction and seeking their approval at a general meeting.
The Company also awaits flow testing results from the Horse Hill-1 well in the Weald Basin just north of Gatwick Airport. Horse Hill Developments Limited ("HHDL") is planning to perform a flow test later in 2015 to test the Portland Sandstone, in order to establish the feasibility of a commercial development of the oil estimated to be in place in the reservoir. HHDL is progressing the required regulatory application with the Environment Agency.
Background
The Company announced on 12 September 2014 that the disposal of TEP Exchange ("TEP") had been completed. This concluded the transition of the Company from the historical TEP Exchange Group Plc, whose primary business was unsuccessful in the licensing and on-line advertising of TEP's proprietary electronic platform, to a company with a new focus of investing in conventional oil and gas production and exploration activities in Europe.
This disposal constituted a change of business for the purpose of Rule 15 of the AIM Rules for Companies and therefore the Company was, with effect from 12 September 2014, re-classified as an investing company.
As an investing company it was required to make an acquisition or acquisitions which constituted a reverse takeover under the AIM Rules or otherwise implement its investing policy within the next 12 months.
The existing investments in HHDL, Lidsey and Brockham made by the Company prior to the disposal of TEP and the adoption of the new investing policy pursuant to AIM Rule 15 did not count towards the consideration as to whether the Company had implemented its investing policy pursuant to AIM Rule 8.
The Company attempted to otherwise implement its investing policy by investing the majority of its available cash in suitable investments.
The investment committee conducted due diligence on several further investment opportunities in the oil and gas sector in Europe with potential for growth in relation to implementing its investing strategy. However these minority investments were not deemed sufficient for the Company to be considered to have implemented its investing policy pursuant to AIM Rule 8. It was considered, under the circumstances, that the investment in GGO and potential reverse takeover described above, and in more detail below, represented the best opportunity for the Company to implement its investing strategy.
Investments
Investment in Greenland Gas & Oil Plc
(2.82% interest in GGO)
The Company currently owns an initial 2.82% equity shareholding in Greenland Gas & Oil Plc ("GGO"), a UK based oil and gas exploration company focused solely on Greenland, which in June 2015 was granted oil exploration and exploitation licences over 4,200 km2 located onshore in south-eastern Greenland in a region known as the Jameson Land Basin. For further information on GGO, please refer to their website www.ggoplc.com.
Details of the transaction:
-- Doriemus has acquired 2.82% of the issued share capital of GGO, on a fully diluted basis, for a cash consideration of GBP250,000.
-- Doriemus has also entered into the Option with ten shareholders ("Sellers") of GGO granting Doriemus an option to acquire a further 60.56% of the current issued share capital of GGO, on a fully diluted basis.
-- The consideration payable on exercise of the Option shall be satisfied by the issue and allotment to each of the Sellers of such number of shares in Doriemus ("Consideration Shares") as calculated on the basis of 22.01 Doriemus Shares for each GGO share held by a Seller. On that basis, the total number of Consideration Shares to be issued on exercising the Option to acquire 60.56% of GGO's current shares, on a fully diluted basis, will be 9,084,236,189, which would represent approximately 54% of the enlarged issued share capital of Doriemus.
-- The number of Consideration Shares has been calculated by reference to the closing price of the Company's ordinary shares on 9 September 2015 and on the basis that the entire issued share capital of GGO as at the date of completion and not already owned by the Company is valued at GBP8.25 million.
-- The Option can be exercised at any time up to 31 March 2016.
Whilst there can be no certainty that the Option will be exercised, exercise of the Option in full would constitute a reverse takeover under AIM Rule 14 and the Company therefore requested that dealings in its shares be suspended from trading on AIM on 11 September 2015. The Company would hope to be in a position to send to its shareholders in the New Year a circular containing further details on GGO and the transaction and seeking their approval at a general meeting. Further announcements will be made in due course.
In the event that a reverse takeover is not completed or the implementation of the Company's investing policy is not effected by 14 March 2016, the Company's shares will be cancelled from AIM pursuant to AIM Rule 41. In the meantime, dealings in its shares will remain suspended pursuant to AIM Rule 15.
Investment in Horse Hill Developments Limited:
(10% interest in HHDL)
The Company currently owns a 10% interest in a special purpose company, Horse Hill Developments Limited, which is the operator and 65% interest holder in two Petroleum Exploration and Development Licences ("PEDL") PEDL 137 and 246 in the northern Weald Basin between Gatwick Airport and London.
The PEDL137 licence covers 99.29 square kilometres (24,525 acres) to the north of Gatwick Airport in Surrey and contains the Horse Hill-1 ("HH-1") discovery and several other exploration leads. PEDL246 covers an area of 43.58 square kilometres (10,769 acres) and lies immediately adjacent and to the east of PEDL137.
The HH-1 well is located approximately 7.5 kilometres southeast of the producing Brockham oil field and approximately 15 kilometres southwest of the Palmers Wood oil field. The pre-drill primary target reservoir horizons were the Portland Sandstone, which is productive in the Brockham oil field, and the Corallian Formation, which is the producing horizon in the Palmers Wood oil field. Secondary targets for the well included the Triassic, which is productive in the nearby Wessex Basin and has previously tested gas in the Weald Basin, and the Greater Oolite Formation.
In May 2015, an independent oil in place ("OIP") review of the Upper Portland Sandstone discovery by the Xodus Group was released, which saw initial OIP estimates substantially increased to 21.0 million barrels, ("mmbbl", Best Estimate, P50).
The estimated gross oil in place in the Portland Sandstone at the various stages of evaluation is tabulated in Table 1 below.
Table 1: Gross estimated discovered oil initially in place in Portland Sandstone at Horse Hill (mmbbl)
Source Date Low (P90) Best High Mean (P50) (P10) ------------------ ------------- ---------- ------- ------- ----- Company Internal 24 October estimate 2014 1.5 3.1 4.8 n/a ------------------ ------------- ---------- ------- ------- ----- Company Internal 17 December estimate 2014 5.7 8.2 12.1 n/a ------------------ ------------- ---------- ------- ------- ----- Xodus Group 11 May 2015 14.3 21.0 30.4 21.8 ------------------ ------------- ---------- ------- ------- -----
n/a = not available
HHDL is planning to perform a HH-1 flow test later in 2015 to test the Portland Sandstone, in order to establish the feasibility of a commercial development of the oil estimated to be in place in the reservoir. HHDL is progressing the required regulatory application with the Environment Agency.
During drilling of HH-1 it was also noted that the Kimmeridge limestones and surrounding shale contained oil. Following the completion of the drilling of the well, extensive geochemical analysis was conducted which showed the Kimmeridge formation was mature for oil generation.
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Nutech Inc. ("Nutech"), an industry specialist in tight reservoir analysis, was contracted to conduct further detailed petrophysical evaluation of the electric logs. This work resulted in the announcement in April 2015 of a potentially significant play with estimated gross OIP of over 150 mmbbl per square mile (gross).
The results of the work by Nutech have subsequently been independently verified in May 2015 by Schlumberger, one of the world's leading oil and gas service companies, using their proprietary modelling developed in tight reservoirs in the USA and applied extensively in the USA and elsewhere. Schlumberger's estimate of OIP in the Kimmeridge, Oxford and Lias mudstones and limestones is approximately 255 mmbbl per square mile (gross). If confirmed, this largely unconventional play in the Kimmeridge opens up large areas of the Weald Basin that may have potential for oil production, not limited to the PEDL137 and PEDL246 licences where Horse Hill is located.
In June 2015, Nutech calculated that the total Jurassic shale plus tight conventional reservoir section contained in the 55 square miles of PEDL137 and PEDL246 is a Best Estimate, or P50, OIP of 9,245 mmbbl. The most significant oil in place within the Jurassic section is contained within the shales and tight conventional reservoir limestone sequences of the Kimmeridge, with a calculated Best Estimate, or P50, total Kimmeridge OIP of 5,230 mmbbl.
Again, in August 2015, Schlumberger independently verified Nutech's Horse Hill OIP estimates contained in PEDL137 and PEDL246. Schlumberger estimated a Mean OIP of 10,993 mmbbl, with Kimmeridge OIP of 8,262 mmbbl. Schlumberge's OIP estimates are therefore 19% higher than Nutech's in total over the two Horse Hill licences and 58% higher in the Kimmeridge.
All of the reviews and reports mentioned above state that the hydrocarbon volumes estimated should not be construed as recoverable resources or reserves.
Brockham Oil Field (10% interest operated by Angus Energy):
The Brockham Oil Field ("Brockham"), in the Weald Basin, is held under UK Production Licence PL235. The operator Angus Energy has advised that the average current production rate has shown no material change since previously announced.
The situation in relation to the planned new side-track infill production well at Brockham is as per previously announced.
Lidsey Oil Field (20% interest, operated by Angus Energy):
The Lidsey Oil Field ("Lidsey"), in the Weald Basin, is held under UK Production Licence PL 241. The operator Angus Energy has advised that the average current production rate has shown no material change since previously announced.
The operator further advises that they intend to improve rates by drilling Lidsey-2X, as previously announced.
The operator will advise all parties in due course as to when they will drill this well, which is likely to be after completion of testing of the Horse Hill-1 well.
Financial Results
During the period, the Company made a loss before taxation of GBP166,000 (6 months ended 30 June 2014: loss GBP266,000, 12 months ended 31 December 2014: loss GBP622,000). There was a weighted loss per share of 0.002p (30 June 2014: loss per share 0.01p, 31 December 2014: loss per share 0.01p).
The Company has a strong balance sheet with no debt and cash as at 30 June 2015 amounting to GBP1,257,000 (30 June 2014: GBP785,000; 31 December 2014: GBP198,000).
Donald Strang
Chairman
30 September 2015
For further additional information please contact:
Doriemus plc Donald Strang/Hamish Harris +44 (0) 20 7440 0640 Cairn Financial Advisers LLP Nominated Adviser James Caithie/Sandy Jamieson +44 (0) 20 7148 7900 Optiva Securities Limited Broker Christian Dennis / Jeremy King +44 (0) 20 3137 1902 Square1 Consulting David Bick / Mark Longson +44 (0) 20 7929 5599
Glossary:
bbl = barrels of oil bopd = barrels of oil per day
discovery = a petroleum accumulation for which one or several exploratory wells have established through testing, sampling and/or logging the existence of a significant quantity of potentially moveable hydrocarbons
electric logs = tools used within the wellbore to measure the rock & fluid properties of the surrounding formations
HH-1 = Horse Hill-1 well MD = measure depth mmbbl = million barrels of oil PEDL = Petroleum Exploration and Development Licence
play = a set of known or postulated oil or gas accumulations sharing similar geologic properties
reserves = those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions
reservoir = a subsurface rock formation containing an individual natural accumulation of moveable petroleum
water cut = the volumetric proportion of a field's produced fluids that is water
Company Statement of Comprehensive Income
Unaudited for the six months ended 30 June 2015
Six months ended 30 June 2015 Six months ended 30 June 2014 Year (unaudited) (unaudited) ended 31 December 2014 (audited) GBP'000 GBP'000 GBP'000 Revenue 34 66 130 Cost of Sales (42) (54) (83) ------------------------------ ------------------------------ ------------- Gross Profit (8) 12 47 Administrative expenses (158) (178) (414) (Loss) from operations (166) (166) (367) Finance income - - - (Loss) on equity swap settlements - - (155) Investment in subsidiary written-off - (100) (100) (Loss) before income tax (166) (266) (622) Income tax expense - - - ------------------------------ ------------------------------ ------------- (Loss) attributable to the owners of the parent and total comprehensive income for the period (166) (266) (622) ------------------------------ ------------------------------ ------------- Other comprehensive income Fair value adjustment of equity swap (24) - (280) ------------------------------ ------------------------------ ------------- Other comprehensive income for the period net of taxation (24) - (280) Total comprehensive income for the period attributable to equity holders of the parent (190) (266) (902) ------------------------------ ------------------------------ ------------- (Loss) per share (Note 3) Basic (loss) per share (0.002)p (0.01)p (0.01)p Diluted (loss) per share (0.002)p (0.01)p (0.01)p
Company Statement of Changes in Equity
Unaudited for the six months ended 30 June 2015
Share Share Share Based Payment Hedging Retained Total Capital Premium Reserve reserve Earnings Equity (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 At 1 January 2014 47 2,280 236 - (410) 2,153 Issue of Share capital 10 690 - - - 700 Share issue costs - (30) - - - (30) Transactions with owners 10 660 - - - 670 (Loss) for the year - - - - (622) (622) Unrealised (loss) on
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equity swap - - - (280) - (280) ------------- ------------- -------------------- ------------- ------------- ------------- Total comprehensive loss for the year - - - (280) (622) (902) At 31 December 2014 57 2,940 236 (280) (1,032) 1,921 Shares issued in period 20 1,180 - - - 1,200 Share issue costs - (82) - - - (82) Transactions with owners 20 1,098 - - - 1,118 (Loss) for the period - - - - (166) (166) Unrealised (loss) on equity swap - - - (24) - (24) ------------- ------------- -------------------- ------------- ------------- ------------- Total comprehensive loss for the period - - - (24) (166) (190) At 30 June 2015 77 4,038 236 (304) (1,198) 2,849 ============= ============= ==================== ============= ============= =============
Company Statement of Financial Position
Unaudited as at 30 June 2015
As at 30 June 2015 As at 30 June 2014 As at (unaudited) (unaudited) 31 December GBP'000 GBP'000 2014 (audited) GBP'000 ASSETS Non-current assets Intangible assets 1,051 1,016 1,051 Available for Sale Investment 600 600 600 Total non-current assets 1,651 1,616 1,651 Current assets Trade and other receivables 423 148 408 Derivative financial instruments - 382 - Cash and cash equivalents 1,257 785 198 ------------------- ------------------- ------------- Total current assets 1,680 1,315 606 ------------------- ------------------- ------------- TOTAL ASSETS 3,331 2,931 2,257 ------------------- ------------------- ------------- LIABILITIES Current liabilities Trade and other payables (378) (532) (256) Derivative financial instruments (104) - (80) ------------------- ------------------- ------------- Total current liabilities (482) (532) (336) ------------------- ------------------- ------------- TOTAL LIABILITIES (482) (532) (336) ------------------- ------------------- ------------- NET ASSETS 2,849 2,399 1,921 =================== =================== ============= Equity attributable to equity holders of the parent Share capital 77 53 57 Share premium reserve 4,038 2,786 2,940 Share based payment reserve 236 236 236 Hedging reserve (304) - (280) Retained earnings (1,198) (676) (1,032) ------------------- ------------------- ------------- TOTAL EQUITY 2,849 2,399 1,921 =================== =================== =============
Company Statement of Cash Flows
Unaudited for the six months ended 30 June 2015
Six months Six months Year ended 30 ended 30 June 2015 June 2014 (unaudited) (unaudited) GBP'000 GBP'000 ended 31 December 2014 (audited) GBP'000 Cash flows from operating activities Operating (loss) (166) (166) (622) Finance costs (net) - - - Loss on equity swap settlements - - 155 Investment in subsidiaries written-off - - 100 (Increase) / decrease in trade and other receivables (15) 359 139 Increase / (decrease) in trade and other payable 122 (673) (425) ------------- ------------- ------------- Cash generated by operating activities (59) (480) (653) Interest paid - - - Net cash generated from operating activities (59) (480) (653) Cash flows from investing activities Payments for intangible assets - - (35) Payment for AFS Investment - (250) (600) Loans (granted) to related parties - - (214) Interest received - - - ------------- ------------- ------------- Net cash used in investing activities - (250) (849) Cash flows from financing activities Proceeds from issuance of ordinary shares 1,200 542 700 Share issue costs (82) (30) (30) Equity swap settlements receipts - 18 45 Net cash used in financing activities 1,118 530 715 Net increase/(decrease) in cash and cash equivalents 1,059 (200) (787) Cash and cash equivalents at beginning of period 198 985 985 ------------- ------------- ------------- Cash and cash equivalents at end of period 1,257 785 198 ============= ============= ============= Cash and cash equivalents comprise: Cash available on demand 1,257 785 198 ============= ============= =============
Notes to the unaudited financial statements for the 6 months to 30 June 2015
1. Basis of preparation
As permitted IAS 34, 'Interim Financial Reporting' has not been applied to these half-yearly results. The financial information of the Company for the six months ended 30 June 2015 have been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively "IFRS") issued by the International Accounting Standards Board ("IASB") as adopted by the European Union ("adopted IFRS") and are in accordance with IFRS as issued by the IASB. The condensed interim financial information has been prepared using the accounting policies which will be applied in the Company's statutory financial statements for the year ending 31 December 2015.
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