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TEX Tep Exchange

0.06
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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

Doriemus PLC Half Yearly Report (7575A)

30/09/2015 12:49pm

UK Regulatory


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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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September 30, 2015 07:49 ET (11:49 GMT)

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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September 30, 2015 07:49 ET (11:49 GMT)

  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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