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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Pan European Terminals | LSE:PAN | London | Ordinary Share | GB00B12V3082 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 22.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:4293H Baltic Oil Terminals Plc 09 August 2006 9 August 2006 Baltic Oil Terminals PLC ("Baltic" or the "Group") Interim Results for the six month period ended 30th June 2006 Baltic Oil Terminals PLC, was established in 2004 to invest in oil related infrastructure projects and upstream activities in Russia and the former Soviet Union. Baltic listed on AIM in April 2006. The Company's principal asset is its 58.5% equity interest in Tetoil, a company which is constructing an oil export transhipment terminal in Kaliningrad, a sovereign Russian territory located on the Baltic Sea. Baltic also has extensive exploration acreage through Zauralneftegaz ("ZNG"), Baltic's 50/50 joint venture in which Baltic is the operator, which is exploring for hydrocarbons in the Kurgan region of Western Siberia. Highlights: * Successful listing on the AIM market in April 2006, raising #23m before expenses * Construction of the Tetoil transhipment oil terminal on schedule * Tetoil operational management team strengthened * ZNG has secured three new licences in the Kurgan region of Siberia * Extensive Gas Seismic Program on two ZNG blocks through Exotrad - encouraging results with ECL (part of RPS Group) confirming multiple leads * Acquisition of Baltic Top, a Kaliningrad based domestic refined product terminal for $3.35m, including 38 experienced employees * Strengthened Board with the appointment of Stan Buck and Fred Hodder as non executive Directors Simon Escott, CEO of Baltic Oil Terminals commented: "In light of the good progress we have made in both Tetoil and ZNG, the Board believes the Group prospects to be very promising. Tetoil is on schedule and on budget and we are confident that our exploration play in Kurgan will show further encouraging results in the last quarter of the year. "As a result the Board is increasingly confident of Baltic's propsects." - Ends - There will be a briefing for analysts at 09.30 today, at the offices of Financial Dynamics For further information, call: Simon Escott, Chief Executive, Baltic Oil Terminals PLC 020 7667 6371 Chris Fielding, Arden Partners 020 7398 1638 Giles Sanderson/Billy Clegg, Financial Dynamics 020 7831 3113 Non Executive Chairman's & Chief Executive's Statement The year to date, in which we have taken several major steps towards achieving the overall business objectives, has been a very significant period in the evolution of the company. Most importantly, we are pleased to present our first set of results as a quoted company. On 27 April 2006 the company successfully listed on AIM, raising #23.0 million by means of an issue of 16,428,571 new shares at #1.40. RAB Capital simultaneously sold 6 million shares at the same price, allowing the total placing of 22,428,571 shares. Prior to this the Company had successfully raised #2.3 million in a private placement in March 2006. The Board of Baltic Oil Terminals is fully cognisant of the trust placed in it by the new investors and will strive to the maximum to ensure that the programme outlined in the Admission Document is adhered to. On 10 June 2006 Baltic moved its finance and administration functions to Milton Keynes and reduced the size of the London office. In line with the strategy set out in the Admission Document, Baltic acquired, on 3 August 2006, Baltic Top, a small profitable, domestic refined products terminal in Kaliningrad for a total cash consideration of $3.35 million. The terminal, which is located less than 2 kms from the Tetoil site, stores gasoline and diesel delivered by rail for storage and onward delivery to customers in the Kaliningrad region. On 7 August 2006 the Board was strengthened by the appointment of two new Non Executive Directors: Stan Buck and Fred Hodder. Stan is a former Chairman and Managing Director of Dow Chemical UK Limited and Fred was Chief Financial Officer of Nelson Resources Limited. The Board is confident that their specialised knowledge and experience will prove to be of great benefit to the company. The Board now consists of: * Philip Dayer - Non Executive Chairman * Simon Escott - Chief Executive Officer * Robert Wilde - Finance Director * Stanley Buck - Non Executive Director * Fred Hodder - Non Executive Director. Operations Tetoil Terminal The Group's principal asset is its 58.35% equity interest in Tetoil, a company which is constructing an oil export transhipment terminal in Kaliningrad, a sovereign Russian territory located on the Baltic Sea between the EU states of Poland and Lithuania, which is Russia's only ice-free port on the Baltic Sea. The terminal will have a throughput capacity of up to 480,000 tonnes per month ("tpm"), or 5.8 million tonnes per annum. Tetoil is targeting the demand for new transhipment facilities in strong Russian light crude and oil products export markets. The site includes 1 km of river frontage and has a fully constructed tanker jetty. The construction of the Tetoil terminal commenced as planned on 17 July 2006. The main engineering contractors are on schedule and the first tank orders have been placed in Latvia and Estonia. The Railway spur line routing has been approved by the Kaliningrad Railways and construction will start, again on schedule, in September 2006. Baltic has recruited two expatriate UK personnel, being a Project Manager and Project Planner, working out of Kaliningrad. Both individuals bring great experience to the project team and have worked with the existing operations management previously. We now have the foundations in place in terms of team, contractors and partners to ensure that we remain on budget and on schedule. Polex Polex, a vessel cleansing business based in Kaliningrad in which the group holds a 50% associate interest, is performing in accordance with expectations and generating modest revenues. ZNG - Kurgan Exploration Project Following the award of three new licences in May and June, South Voskresensky, Petukhovsky and Lebyazhevsky, ZNG Limited (of which Baltic has a 50% equity interest and is the operator) now has exploration rights to around 1 million acres in the Kurgan Oblast, in Western Siberia. In accordance with the work programme, ZNG has been running an extensive Gas Seismic Programme on two blocks (Privolny and Mokrousovsky). We commissioned Exotrad to carry out the work, as this company is now recognised as the world leader for this type of research and survey work. The results have been most encouraging, potentially indicating significant resources and our UK Geological and Engineering nominated contractor, ECL (part of the RPS Group), has recently confirmed that we have identified well defined geochemical leads in these two blocks. Our next move will be to carry out high definition 2D seismic across the grids made by the Gas Seismic Programme. The company plans to commence work in Privolny and Mokrousovsky imminently using Bazneftgeophisica. The results of the seismic, following processing and interpretation to be carried out in the UK by ECL, are expected to be available by the end of October for Privolny and by the end of the year for Mokrousovsky. Outlook In light of the good progress we have made in both Tetoil and ZNG, the Board believes the Group prospects to be very promising. Tetoil is on schedule and on budget, and we are confident that our exploration play in Kurgan will show further encouraging results in the last quarter of the year. The progress we have made would not have been possible without the major efforts of all of our employees, for which the Board is very grateful. Financial review The cost of the terminal construction project remains in line with budget expectations, with the overall cost of both phases of capital development expected to reach, collectively, around $40 million (#22 million) by the second half of 2008. Since revenue from transhipment throughput at the terminal is not expected before 2007, there has been no operational income in the six months ended 30 June 2006. However, #0.1 million of interest income has been derived from funds placed on deposit. To hedge future currency fluctuations, of the #21 million (net) raised at IPO, $17 million and Euro 6 million were purchased and placed on deposit. The financial statements include a modest income of #20,000, being the Group's share of the net results of its associate, Polex, since its acquisition in March 2006. An operating loss of #2.7 million, and a loss per share of 8.04p per share were generated in the period. Operating overheads were in line with budget, although the loss is after charging for unrealised foreign exchange differences of #0.6 million resulting from the translation of foreign currencies to sterling at the balance sheet date. The cash balance at the half year was #18.9 million. In addition, the Group has charged #0.5 million to the profit and loss account representing the charge from the Group's policy of writing off exploration expenditure and #0.3 million representing associated administrative costs of the ZNG subsidiary. Such expenditure is in line with the plan at the time of the IPO. Finally, the Group introduced at IPO long term incentive plans ("LTIP") for staff and directors. This is in addition to the options in existence for the Group's founding shareholders. In line with International Financial Reporting Standards in which the accounting cost of these LTIP options is allocated over the life of the option, the Group has charged #0.1 million, representing the proportionate charge for the period. The charge for the founders' options for the period is #0.5 million. In accordance with our policy at IPO, the company will not be declaring a dividend for the period. Simon Escott Philip Dayer Chief Executive Non Executive Chairman Consolidated interim income statement Period from 1 January 2006 - 30 June 2006 Notes Unaudited six 12 months ended 31 months ended 30 December 2005 June 2006 #'000 #'000 Revenues - - Cost of sales - - Gross loss - - Other income 105 117 Exploration and evaluation costs (491) - Administrative expenses (2,414) (956) Operating loss before taxation and (2,800) (839) finance items Finance income 100 48 Loss before taxation (2,700) (791) Tax expense 5 (24) (10) Share of result of associated company 20 - Loss for the period (2,704) (801) Attributable to: Equity shareholders of the parent (2,539) (750) Minority interests (165) (51) (2,704) (801) Earnings per share attributable to equity shareholders of the parent: Basic and diluted (loss) (8.04p) (4.37p) Consolidated interim balance sheet As at 30 June 2006 Unaudited 31 December 30 June 2006 2005 #'000 #'000 Non-current assets Intangible exploration assets 2,145 1,689 Property, plant and equipment 432 90 Goodwill 494 144 Share of net assets of associates 1,198 - Other non-current assets 88 80 4,357 2,003 Current assets Loan 858 - Trade and other receivables 24 25 Prepayments and other current assets 530 483 Cash and cash equivalents 18,974 395 20,386 903 TOTAL ASSETS 24,743 2,906 Equity and liabilities Share capital 434 1 Share premium 25,256 2,639 Other reserves Equity - share options 603 - Equity - foreign exchange reserve 214 - Retained losses (3,289) (750) Equity attributable to shareholders of the parent 23,218 1,890 Minority interests 23 188 Total equity 23,241 2,078 Non-current liabilities Deferred tax liability 287 287 287 287 Current liabilities Trade and other payables 1,215 541 1,215 541 Total liabilities 1,502 828 TOTAL EQUITY AND LIABILITIES 24,743 2,906 These financial statements were approved by the Board of Directors on 8 August 2006 and signed on its behalf. Robert Wilde Consolidated interim cash flow statement Period from 1 January 2006 - 30 June 2006 Unaudited six 12 months ended months ended 31 December 30 June 2006 2005 #'000 #'000 Operating activities Group operating loss before taxation (2,700) (791) Adjustments to reconcile group operating loss to net cash inflows/outflows from operating activities Finance income (100) (48) Foreign exchange (gain)/loss 553 (196) Share based payment 603 - Depreciation of property, plant and equipment 17 4 Amortisation of intangible assets 12 4 Decrease in trade and other receivables 6 (292) Increase in trade and other payables 674 108 Net cash flows from operating activities (935) (1,211) Cash flows from investing activities Interest received 40 15 Purchase of property, plant and equipment (371) (94) Purchase of intangible assets (456) - Payment to acquire investments (1,466) (383) Loans made (858) (582) Net cash flows from investing activities (3,111) (1,044) Cash flows from financing activities Net proceeds from shares issued 23,050 2,640 Net cash flows from financing activities 23,050 2,640 Increase in cash and cash equivalents 19,004 385 Cash and cash equivalents at beginning of year 395 - Effect of exchange rate on cash and cash equivalents (425) 10 Cash and cash equivalents at the end of the year 18,974 395 Consolidated interim statement of changes in equity Period from 1 January 2006 - 30 June 2006 Share based Foreign Share Share payment exchange Retained Minority Total capital premium reserves reserves losses Total interests equity #'000 #'000 #'000 #'000 #'000 #'000 #'000 #'000 At 31 December 2005 1 2,639 - - (750) 1,890 188 2,078 Share based payments reserve - - 603 - - 603 - 603 Foreign exchange reserves - - - 214 - 214 - 214 Loss for the year - - - - (2,539) (2,539) (165) (2,704) Shares issued during the 433 22,617 - - - 23,050 - 23,050 period Unaudited totals at 30 June 434 25,256 603 214 (3,289) 23,218 23 23,241 2006 Notes to the interim financial statements Period from 1 January 2006 - 30 June 2006 1. Accounting policies a) Basis of preparation The financial information contained herein does not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. The unaudited interim financial statements have been prepared in accordance with the accounting policies set out in the Group's financial statements for the year ended 31 December 2005 and the new accounting policies set out below. The financial information for the year ended 31 December 2005 has been extracted from the full financial statements of the Group for the period. Those accounts have been filed with the Registrar of Companies and contained an unqualified audit report. On 6 April 2006 a share for share exchange took place between Baltic Oil Terminals and the shareholders of Baltic Petroleum Limited in consideration for the acquisition of the entire issued share capital of Baltic Petroleum Limited. The accounting for the reverse acquisition of Baltic Petroleum Limited by Baltic Oil Terminals PLC reflects the legal subsidiary as being the acquirer. However, the consolidated financial statements have been prepared under the name of Baltic Oil Terminals PLC (legal parent). The financial statements represent a continuation of Baltic Petroleum Limited, since it is the acquirer for accounting purposes. The comparative information presented in the financial statements is that of Baltic Petroleum Limited. The income statement for the period reflects that of Baltic Petroleum Limited for the full period together with the post-acquistion results of Baltic Oil Terminals PLC. These interim financial statements do not include comparative data for the six months ended 30 June 2005, since this was the first period after incorporation and activity levels would not give a meaningful comparison. Almost all of the operating activity took place in the second half of 2005. b) New accounting policies (i) Share-based payments The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted and is recognized as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined by using an appropriate valuation model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the company (market conditions). No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied. At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance sheet date is recognized in the income statement, with a corresponding entry in equity. (ii) Interests in associates An associate is an entity over which the group is in a position to exercise significant influence through participation in the financial and operating policy decisions of the investee, but which is not a subsidiary or a jointly controlled entity. The results, assets and liabilities of an associate are incorporated in these financial statements using the equity method of accounting. 2. Segment information The primary segment reporting format is determined to be business segments as the Group's risks and rates of return are affected predominantly by differences in the products and services provided. The operating businesses are organised and managed separately according to the nature of the products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. Unaudited 6 months ended 12 months ended 30 June 2006 31 December 2005 Business segment Exploration & Exploration & Production Terminals Total Production Terminals Total #'000 #'000 #'000 #'000 #'000 #'000 Revenue - - - - - - Segment result (799) 35 (764) (278) (108) (386) Unallocated expenses (2,036) (453) Group operating loss (2,800) (839) Finance income 100 48 Group loss before taxation (2,700) (791) Tax expense (24) (10) Share of associate results 20 - Loss for the year (2,704) (801) Assets and liabilities Segment assets 2,665 2,019 4,684 2,045 222 2,267 Unallocated assets 20,059 639 Total assets 24,743 2,906 Segment liabilities (684) (49) (733) (617) (1) (618) Unallocated liabilities (769) (210) Total liabilities (1,502) (828) 3. Business combinations On 31 March 2006 the group acquired 51% of the ordinary shares of OJSC Tetoil for a purchase consideration of #171,000 (US$300,000). An option to acquire the interest in OJSC Tetoil was agreed on 17 June 2005 for a premium of #57,000 (US$100,000). On signing of the shareholders agreement a control premium of #114,000 (US$200,000) was paid. Baltic has control of OJSC Tetoil as the majority shareholder. Legal costs in relation to the acquisition were #116,000, so the total cost of acquisition was #287,000. A further 7.35% interest in OJSC Tetoil was acquired through the investment in an associate company, OOO Polex Service, on 31 March 2006. OJSC Tetoil is a private company based in Kaliningrad, Russian Federation, which has commenced building and proposes to operate a transshipment terminal, mini refinery and topping unit in Kaliningrad The investment in OJSC Tetoil has been included in the company's balance sheet at its fair value at the date of acquisition. Book and fair values of the net assets at date of acquisition were as follows: Book Fair Values Values #'000 #'000 Tangible assets 134 134 VAT reclaimable 1 1 Current assets - - Trade and other payables (243) (243) Net assets (108) (108) Minority Interest (41.65%) 45 Goodwill arising on acquisition 350 287 Discharged by: Cash consideration 171 Costs associated with the acquisition, settled in cash 116 287 From the date of acquisition, OJSC Tetoil has contributed a loss of #90,000 to the net loss of the Group. If the combination had taken place at the beginning of the year, the contribution to the Group would have been a loss of #262,000. The carrying value of trade receivables and trade payables is the same as the fair value. 4. Investment Investment in associates On 31 March 2006 the Group acquired 50% of the ordinary shares of OOO Polex Service, Kaliningrad, Russian Federation for a purchase consideration of #1,148,000 (US$1,990,000). This is not deemed to be a controlling interest under the terms of the company's charter. Management believe only significant influence exists and therefore account using the equity method. The legal costs were #31,000 giving a total acquisition cost of #1,179,000. The fair value of the net assets acquired was #179,000 on 31 March 2006, with the Group share being #89,500. Goodwill on acquisition totalled #1,089,500. 5. Taxation (a) Tax on profit on ordinary activities Tax charged in the income statement: Unaudited six 12 months ended 31 months ended 30 December June 2006 2005 #'000 #'000 Current income tax: UK Corporation tax - current period 24 10 Tax charge in the income statement 24 10 (b) Reconciliation of the total tax charge The tax expense in the income statement for the year is charged at the rate of corporation tax in the UK of 30%. The tax expenses relates to Caspian Finance Limited, which recorded a profit for the six months ended 30 June 2006 of #79,000. Unaudited six 12 months ended 31 months ended 30 December June 2006 2005 #'000 #'000 Profit from continuing operations before taxation 79 51 Accounting profit before income tax 79 51 Accounting profit multiplied by the UK rate of 24 corporation tax of 30% 10 Total tax expense reported in the income statement 24 10 Independent Review Report to Baltic Oil Terminals Plc Introduction We have been instructed by the company to review the financial information for the six months ended 30 June 2006 which comprises Consolidated Income Statement, Consolidated Balance Sheet, Consolidated Cash Flow Statement, Consolidated Statement of Changes in Equity, and the related notes 1 to 5. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. This report is made solely to the company in accordance with guidance contained in Bulletin 1999/4 'Review of interim financial information' issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report as required by the AIM Rules issued by the London Stock Exchange. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 'Review of interim financial information' issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data, and based thereon, assessing whether the accounting policies have been applied. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with International Standards on Auditing (UK and Ireland) and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2006. Ernst & Young LLP London Corporate information Registered No. 05752493 Directors Simon Leigh Escott Robert Wilde Secretary Robert Wilde Non Executive Directors Philip Dayer Stanley Buck Fred Hodder Auditors Ernst & Young LLP 1 More London Place London SE1 2AF Broker/Nomad/Financial Advisor Arden Partners plc Nicholas House 3 Laurence Poutney Hill London EC4R 0EU Solicitors Covington & Burling 265 Strand London WC2R 1BH Bankers Coutts & Co 440 Strand London WC2R 0QS Registered Office 6 -8 Underwood Street London N1 7JQ Correspondence Address 18b Charles Street London W1J 5DU This information is provided by RNS The company news service from the London Stock Exchange END IR KVLFBQVBLBBD
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