03/27/2012 | 02:32am
Embargoed: 0700hrs, 27 March 2012
The Niche Group plc
(“Niche” or the “Company”)
Interim Results for the Six Months Ended 31 December
2011
Niche, the oil and gas focused investment company,
announces interim results for the six months ended 31
December 2011.
Chairman’s Statement
The first half of the financial year has been a period
of significant progress on the corporate front. Shortly
before the period-end Niche announced that it had entered
into discussions to acquire the entire issued share capital
of Oman Resources Limited (“Oman”), a company to
whom Niche has extended convertible loans of £18.61 million
to fund development of a portfolio of onshore petroleum
licence interests in Turkey. Discussions with Oman Resources
and its partner and licence operator Arar Petrol ve Gaz AUPAS
(“Arar”) have been thorough and complex as we aim
to simplify the corporate structure and establish a platform
to generate substantial value from the attractive Turkish
energy market.
Yesterday we were pleased to update shareholders with
respect to the potential acquisition of Oman, which is
progressing well, and announced that Niche has agreed
non-binding commercial terms with Arar under which either
Niche or Oman would acquire Arar’s 50% interest in the
four petroleum licence blocks held in partnership with Oman,
ultimately delivering Niche 100% ownership of the four
licence blocks (the “Blocks”). Three of the Blocks
are situated in the Iskenderun Basin, close to the Eastern
Mediterranean Sea, whilst the fourth is situated in the Tuz
Golu Basin in the Konya region. The Blocks contain multiple
gas discoveries, some of which have near term production
potential. Senergy (GB) Ltd carried out independent
evaluations for Niche of recoverable hydrocarbons across the
Blocks in June and October 2011 which identified gas reserves
and contingent and prospective resources.
Niche, Oman and Arar are working together to conclude
the transaction as soon as practicable and each of the
parties has instructed solicitors to prepare the associated
documentation, which is likely to comprise, inter alia, a
reverse takeover under the AIM Rules for Companies and the
placement of equity to raise new capital.
The Directors anticipate that the Company’s shares,
which were suspended from trading on 13 December 2011, will
be restored to trading following the publication of an
Admission Document once the proposed transaction and
associated fund raising have been conditionally
agreed.
Financial Review
During the six months ended 31 December 2011, Niche
continued to operate as an investing company whose two
principal assets are a convertible loan instrument to Oman of
£18.61 million (“Convertible Loan”) and a 5%
shareholding in Arar.
As an Investing Company Niche has no revenues at
present. The Company made a loss for the period
of £677,000 (H1 2010: loss of
£44,000). £278,000 of this is attributable to a
share based payment expense brought forward from the prior
period and a number of exceptional costs in the
first half in respect of the above mentioned Competent
Person’s Report into the reserves and contingent and
prospective resources net to Oman as well as professional
fees incurred substantially in relation to the proposed
acquisition of Oman. The Company had cash and cash
equivalents at 31 December 2011 of
£1,192,000(31 December 2010
£128,000).
Whilst Niche’s Convertible Loan to Oman of £18.61
million was due and payable by Oman on 30 December 2011 and
remains unpaid, we now are in advanced discussions to acquire
the entire issued share capital of Oman, therefore the
Directors of the Company believe it appropriate not to
provide for impairment against the Convertible Loan.
Outlook
Niche is making strides towards its goal of becoming a
Turkey-focused oil and gas exploration and production
company. I believe we have an opportunity to create
significant value from a transaction which, if completed,
would deliver Niche 100% ownership of four attractive
petroleum licences onshore Turkey. Through our relationship
with Arar, one of Turkey’s most established operators, we
are uniquely placed to achieve that. As a fellow shareholder
I am excited about the opportunity ahead.
Stuart Thomas
Executive Chairman
27 March 2012
Enquiries:
The Niche Group plc
Stuart Thomas
Tel. +44 (0)1491 629609
Daniel Stewart Co. Plc – Nominated Adviser and Joint
Broker
Paul Shackleton or Emma Earl
Tel. +44 (0)20 7776 6550
M: Communications
Ben Simons
Tel. +44 (0)20 7920 2340
Income Statement
For the six months ended 31 December 2011
All operating income and operating gains and losses
relate to continuing activities.
Statement of Comprehensive Income
6 months ended
31 December 2011
(unaudited)
£’000
6 months ended
31 December 2010
(unaudited)
£’000
12 months
ended
30
June
2011
(audited)
£’000
Statement of Financial Position
As at 31 December
2011
At 31 December 2011
(unaudited)
£’000
At 31 December
2010
(unaudited)
£’000
At 30
June
2011
(audited)
£’000
ASSETS
Non- current assets
Investments – available for sale
8,023
67
8,063
Financial assets – loans and receivables
–
5,610
–
8,023
5,677
8.063
Current assets
Financial assets – loans and receivables
18,610
–
18,610
Trade and other receivables
612
100
295
Cash and cash equivalents
1,192
128
1,878
20,414
228
20,783
LIABILITIES
Current liabilities
Trade and other payables
(196)
(33)
(166)
Net current assets/(liabilities)
20,218
195
20,617
Net assets
28,241
5,872
28,680
SHAREHOLDERS’ EQUITY
Called up share capital
6,916
3,004
6,916
Share premium account
24,129
4,708
24,129
Fair value reserves
8
52
48
Share based payments reserve
510
40
249
Retained earnings
(3,322)
(1,932)
(2,662)
TOTAL EQUITY
28,241
5,872
28,680
Statement of Cash flows
For the six months ended 31 December 2011
6 months ended
31 December
2011
(unaudited)
6 months ended
31 December
2010
(unaudited)
Year
ended
30 June
2011 (audited)
£’000
£’000
£’000
Cash flows from operating activities
Cash expended from operations
(686)
(259)
(843)
Net cash outflow from operating activities
(686)
(259)
(843)
Cash flows from investing activities
Available for sale financial assets
acquired
–
(660)
(8,000)
Loans and receivable financial assets
acquired
–
–
(13,660)
Proceeds from sale of investments
–
37
37
Costs relating to aborted acquisition
–
–
–
Net cash used in investing activities
(686)
(623)
(21,623)
Cash flows from financing activities
Proceeds from issue of ordinary shares
–
850
26,317
Proceeds from loans
–
–
–
Costs of issue of shares
–
(110)
(2,244)
Net cash inflow from financing activities
–
740
24,073
Net (decrease)/increase in cash and cash
equivalents
(686)
(142)
1,608
Cash and cash equivalents at the beginning of the
period
1,878
270
270
Cash and cash equivalents at the end of the
period
1,192
128
1,878
Reconciliation of operating loss to net cash flows from
operating activities
6 months ended
31 December
2011
(unaudited)
6 months ended
31 December
2010
(unaudited)
12 months
ended
30 June
2011 (audited)
£’000
£’000
£’000
Operating loss
(964)
(130)
(1,043)
Share based payment
278
–
209
(Increase) in trade and other receivables
(30)
(76)
(9)
Increase/(decrease) in trade and other
payables
30
(53)
–
Net cash outflow from operating activities
(686)
(259)
(843)
Statement of Changes in Equity
For the six months ended 31 December 2011
Share capital
Share premium
Share based payments reserve
Fair value reserves
Retained earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
At 30 June 2011
6,916
24,129
249
48
(2,662)
28,680
Total comprehensive loss for the period
–
–
–
(40)
(677)
(717)
Share based payment
–
–
278
–
–
278
Reversal of share based payment due to
forfeiture
–
–
(17)
–
17
–
At 31 December 2011
6,916
24,129
510
8
(3,322)
28,241
For the six months ended 31 December 2010
Share capital
Share premium
Share based payments reserve
Fair value reserves
Retained earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
At 1 July 2010
2,834
4,138
40
(25)
(1,888)
5,099
Total comprehensive loss for the period
–
–
–
77
(44)
33
Issue of share capital
170
680
–
–
–
850
Costs associated with issue of shares
–
(110)
–
–
–
(110)
At 31 December 2010
3,004
4,708
40
52
(1,932)
5,872
For the year ended 30 June 2011
Share capital
Share premium
Share based payments reserve
Fair value reserves
Retained earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
At 1 July 2010
2,834
4,138
40
(25)
(1,888)
5,099
Total comprehensive loss for the year
–
–
–
54
(774)
(720)
Transfer to income statement of fair value
reserve relating to impaired assets
–
–
–
19
–
19
Share based payment
–
–
209
–
–
209
Issue of share capital
4,082
22,236
–
–
–
26,317
Costs associated with issue of shares
–
(2,245)
–
–
–
(2,245)
At 30 June 2011
6,916
24,129
249
48
(2,662)
28,680
Notes to the Interim Results
For the six months ended 31 December 2011
1.
Basis of preparation
The financial information for the six months ended 31
December 2011 and 31 December 2010 contained in this interim
report is unreviewed and unaudited and does not constitute
statutory accounts as defined in section 434 of the Companies
Act 2006. The comparative financial information for the full
year ended 30 June 2011 has, however, been derived from the
statutory financial statements for that period. The statutory
accounts for the year ended 30 June 2011 have been filed with
the Registrar of Companies. The auditor’s report on those
accounts was unqualified but contained an Emphasis of Matter
paragraph concerning the valuation of investments and the
ability of Oman Resources to repay the loans by the due
date.
The Emphasis of Matter paragraph stated ”The
loans receivable from Oman Resources of £18,610,000 have a
maturity date of 30 December 2011. Should Oman Resources not
meet the repayment terms, under the default provisions of the
loan, the Company will exercise its securities allowing it to
assume complete control of Oman Resources and its 50%
interest in the joint venture with Arar. The realisation of
the carrying value of that investment, and that of the
Company’s direct investment in Arar of £8,000,000, is
dependent on the successful discovery and development of oil
and gas reserves, including the ability of the Company and
Arar to raise sufficient funds to develop such reserves.
Based on the information available to them and in
contemplation of the proposed transaction, the Directors
consider that the carrying amount of these assets is fully
recoverable. These conditions, along with other matters
explained in the financial statements, indicate the existence
of a material uncertainty which may cast doubt on the
carrying value of these assets. The financial statement do
not include any adjustments relating to these uncertainties
and the ultimate outcome cannot at present be
determined.”
The financial statements are presented in Sterling and
all values are rounded to the nearest thousand pounds
(£’000), except when otherwise indicated.
The financial information contained in this interim
report has been prepared on the basis of accounting policies
consistent with International Financial Reporting Standards
(“IFRS”). The financial information has been
prepared in accordance with the accounting policies as set
out in the statutory accounts for the year ended 30 June 2011
as amended for the requirements of IAS1 (Revised)
Presentation of Financial Statements.
2.
Loss per share
The loss per share for the six months ended 31 December
2011 has been calculated on the basis of the loss after
taxation for the period of £677,000 (6 months to 31 December
2010: £44,000 loss; year ended 30 June 2011: £774,000 loss)
and the weighted average number of shares in issue during the
period of 691,550,530 (6 months to 31 December 2010:
288,765,603; year ended 30 June 2011: 417,678,740).
3.
Copies of this Interim report for the six months ended
31 December 2011 will be available at the registered office
of the Company, Aston House, Cornwall Avenue, London N3 1LF
and on the Company’s website
www.nichegroupplc.co.uk.
4. The
directors do not propose to pay a dividend for the
period.
This press release was issued by The Niche Group plc and was initially posted at http://otp.investis.com/clients/uk/niche-group/rns/regulatory-story.aspx?cid=4newsid=242779 . It was distributed, unedited and unaltered, by noodls on 2012-03-27 08:27:22 AM. The issuer is solely responsible for the accuracy of the information contained therein.