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Andalas Energy and Power (ADL) – Exercise of Warrants & Total Voting Rights
Andalas Energy and Power Plc, the AIM traded Indonesian focused oil and gas exploration company, has received notification from certain warrant holders to subscribe for 12,007,661 new ordinary shares in the Company at a price of 0.2 pence per bonus Warrant Share. In aggregate, the exercise of the bonus warrants amounts to a cash value of £24,015.30.
The Bonus Warrant Shares are expected to be admitted to trading on AIM on or about 7 June 2016 and will rank pari passu with the ordinary shares of the Company in issue.
Total voting rights:
The Company’s total issued capital, after the issue of the bonus Warrant Shares, will be 2,429,544,727 ordinary shares. As the Company does not hold any shares in Treasury, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company following Admission.
**ENDS**
For further information, please contact:
David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
Sarah Wharry Craig Francis |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) |
Tel: +44 20 7894 7000 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker) |
Tel: +44 20 7469 0930 |
Colin Rowbury | Cornhill Capital (Joint Broker) | Tel: +44 20 7710 9610 |
Frank Buhagiar Susie Geliher |
St Brides Partners Limited | Tel: +44 20 7236 1177 |
Dave Whitby, CEO of Andalas Energy & Power (ADL) is interviewed by Justin Waite on the VOX Markets podcast
Dave Whitby, CEO of Andalas Energy & Power (ADL) is interviewed by Justin Waite on the VOX Markets podcast.
Link here to listen.
Andalas Energy & Power (ADL) – Results of GM & Issue of Bonus Warrants
Results of GM & Issue of Bonus Warrants
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBILC OF SOUTH AFRICA NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT AN ADMISSION DOCUMENT OR ADMISSION DOCUMENT EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE ADMISSION DOCUMENT PUBLISHED BY ANDALAS ENERGY & POWER PLC AND DATED 27 APRIL 2016.
13 May 2016
Andalas Energy and Power Plc
Results of General Meeting & Issue of Bonus Warrants
Andalas Energy and Power Plc, the AIM listed Indonesian focused oil and gas exploration company (AIM: ADL), is pleased to announce that all resolutions were passed at its general meeting held today.
The Company is also pleased to provide an update on the issue of up to 179,536,825 bonus warrants to subscribe for new Ordinary Shares of nil par value in the Company (“Bonus Warrants”), further to its announcement and admission document dated 27 April 2016 (“Admission Document”).
Capitalised but undefined terms shall have the meaning given to them in the definitions appearing in the Admission Document, a copy of which can be found at http://www.andalasenergy.co.uk/.
At the general meeting, CEO Dave Whitby made the following statement: “With all resolutions passed, the management team can now focus on delivering the vision to build an Indonesian focused energy company. Like all shareholders, I am disappointed with the discounted price of the readmission fundraise and I can assure you that the Board did not take the decision to complete the reverse on these terms lightly. However, faced with a lack of appetite in London for start-up energy companies and a fast approaching deadline to IPO, we had to accept the terms to allow us to move the business forward or risk losing the momentum that we have established on the ground in Indonesia.
“The fundamentals of the Company are strong: a management team with direct Indonesian experience; a clear evaluation and development strategy to identify and secure assets which match our investment criteria; a first asset, TOE, which is perfectly positioned to be the foundation asset to deliver our gas to power strategy; and cash in the bank to fund a drilling programme, which is on track to commence in the near term.
“The team’s skillset and network, specifically in Indonesia’s energy sector, allow our ambitions to go much further than building an oil and gas company, but to also make a significant contribution to the country’s power crisis at the local level. With this in mind, our Gas to Power proposition continues to gain traction with local and national players and we are actively engaged in top level discussions with a number of relevant parties. Our task now is to deliver on the foundation we have created and in the process generate value for our shareholders from what we believe is a low entry point into an exciting opportunity.”
1. Result of General Meeting
Following the general meeting held today, the Company announces that Resolutions 1 and 2 were passed as ordinary resolutions on a show of hands, and Resolutions 3 and 4 were passed as special resolutions on a show of hands. The results of the proxy vote for each Resolution are set out as follows:
Resolution | For | % of votes cast | Against | % of votes cast | Total votes cast as % of voting share capital | Withheld* |
Ordinary Resolutions | ||||||
1. The proposed farm-in transaction on the terms and conditions contained in the TOE Farm-in Agreement | 98,696,342 | 95.54% | 4,609,515 | 4.46% | 14,39% | – |
2. The proposed allotment of new ordinary shares | 97,361,087 | 94.25% | 5,943,836 | 5.75% | 14.38% | – |
Special Resolutions | – | |||||
3. The disapplication of pre-emption rights relating to the proposed allotment of new ordinary shares | 97,361,087 | 94.25% | 5,944,770 | 5.75% | 14.39% | – |
4. The adoption of the Amended Articles | 96,287,423 | 93.21% | 7,017,500 | 6.79% | 14.38% | – |
* A vote Withheld is not a vote in law and is not counted in the calculation of the proportion of votes “For” and “Against” a resolution. |
Following the passing of the Resolutions, the Company advises that Admission of 1,699,389,763 New Ordinary Shares, comprising the Placing Shares, the Conversion Shares and the Corsair Shares; will occur on Monday, 16 May 2016 at 8.00 a.m.
For the purposes of the Disclosure and Transparency Rules, the total number of voting rights in the Company with effect from 16 May 2016 will be 2,417,537,066. This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change of their interest in, the Company under the FCA’s Disclosure and Transparency Rules.
As a result of the issue of New Ordinary Shares, on Admission, the following Directors of the Company will have an interest in the Enlarged Share Capital of the Company as follows:
Director | Ordinary Shares at Admission | % of Enlarged Share Capital |
Paul Warwick | 13,366,982 | 0.6% |
David Whitby | 77,983,109 | 3.2% |
Daniel Jorgensen | 48,366,281 | 2.0% |
Ross Warner | 71,485,738 | 3.0% |
Simon Gorringe | 71,875,153 | 3.0% |
Graham Smith | – | – |
2. Issue of Bonus Warrants
Further to its announcement dated 27 April 2016 and following the passing of the Resolutions at today’s General Meeting, the Company is pleased to advise that the Bonus Warrants shall be issued to Qualifying Shareholders on Monday 16 May 2016.
The issue of the Bonus Warrants will be to Qualifying Shareholders, being those Shareholders who hold Ordinary Shares in the Company as at 5.00 p.m. on 13 May 2016; on a pro rata basis of one Bonus Warrant for every four Ordinary Shares held. The Bonus Warrants will only be issued to Shareholders of the Company entered into the register of members at that time and with a registered address outside the Prohibited Territories.
The exercise price of the Bonus Warrants will be 0.2 pence per new Ordinary Share, being the same as the Issue Price. The Bonus Warrants, which shall be unlisted and non-transferable, will be exercisable on the Bonus Warrants Exercise Date being 31 May 2016 only (although irrevocable exercise notices and subscription funds can be issued to the Company prior to that date). If any of the Bonus Warrants remain unexercised on the Exercise Date, they will expire.
The Bonus Warrant Instrument is summarised in the Admission Document and contains provisions typically found in such instruments, including those relating to the adjustment of the terms of the Bonus Warrants, protections for holders of Bonus Warrants and the procedures for the modification of the rights of the Bonus Warrants.
Ordinary Shares in respect of the Bonus Warrants will be allotted within ten business days of the Exercise Date. Any Warrants not exercised during the Subscription Period shall lapse.
Qualifying Shareholders who hold Ordinary Shares in certificated form
The Company will shortly be posting a Warrant Certificate and Subscription Form to Qualifying Shareholders who hold Ordinary Shares in certificated form (i.e. outside of CREST), which will contain details on the number of Bonus Warrants to which they are entitled, instructions on how to exercise the Bonus Warrants, and details on any bona fide market claims. The Warrant Certificates and Subscription Forms are expected to be dispatched by 16 May 2016.
Qualifying Shareholders who hold Ordinary Shares in uncertificated form
Qualifying Shareholders who hold Ordinary Shares in CREST will shortly have the Bonus Warrants enabled in CREST. Those Qualifying Shareholders wishing to exercise their Bonus Warrants, who hold their Bonus Warrants through CREST, should send a USE (Unmatched Stock Event) instruction as set out below together with a remittance for the aggregate exercise amount (calculated as the number of Bonus Warrants being exercised, multiplied by the exercise price of 0.2 pence per Bonus Warrant) in respect of which the Bonus Warrants are being exercised. When sending a USE instruction, Qualifying Shareholders should use the following participant and member account IDs when processing their instructions:
CREST Participant ID = 8RA34
CREST Member Account ID = ANDALAS
The USE instruction should be inputted to settle in accordance with the CREST timetable on the Exercise Date (being 31 May 2016), a USE instruction which has not settled on the Exercise Date will be treated as an invalid exercise request and the Bonus Warrants subject to that exercise request will lapse.
Questions about the Bonus Warrant Issue
Further terms of the proposed Bonus Warrant Issue are set out in the Admission Document.
All enquiries in connection with the Bonus Warrant Issue should be addressed to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE or you can contact the Receiving Agent on 0370 707 4040 or if you are calling from overseas +44 370 707 4040 between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday. Calls may be recorded and randomly monitored for security and training purposes. Please note the Receiving Agent cannot provide advice on the merits of the Open Offer or as to whether applicants should take up their Open Offer Entitlements or give any financial, legal or tax advice.
Qualifying Shareholders who are in any doubt about the implications of the Bonus Warrant Issue on their personal tax position should consult their professional adviser.
**ENDS**
For further information, please contact:
David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
Sarah Wharry Craig Francis |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) |
Tel: +44 20 7894 7000 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker) |
Tel: +44 20 7469 0930 |
Colin Rowbury | Cornhill Capital (Joint Broker) | Tel: +44 20 7710 9610 |
Frank Buhagiar Susie Geliher |
Andalas Energy and Power (ADL) – Updated Company Presentation
Andalas Energy and Power (ADL) – Updated Company Presentation
Andalas Energy and Power Plc, the AIM listed Indonesian focused oil and gas exploration company, is pleased to advise that an updated Company presentation has been uploaded to its website at http://www.andalasenergy.co.uk/.
In conjunction with this, the Company is pleased to provide shareholders with the opportunity to listen to an interview with CEO Mr. David Whitby, and a video presentation with Andalas’ Chairman Mr. Paul Warwick and Mr. Whitby.
To listen to the full audio interview, please go to the following link: http://brrmedia.co.uk/event/141879?popup=true.
To view the full video presentation, please go the following link: http://webcasting.brrmedia.co.uk/broadcast/570b626fc95e0de723380343.
**ENDS**
For further information, please contact:
**ENDS**
For further information, please contact:
David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
Sarah Wharry Craig Francis |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) |
Tel: +44 20 7894 7000 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker) |
Tel: +44 20 7469 0930 |
Colin Rowbury | Cornhill Capital (Joint Broker) | Tel: +44 20 7710 9610 |
Frank Buhagiar Susie Geliher |
Andalas Energy and Power (ADL) – Admission document
Andalas Energy and Power Plc
Admission
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBILC OF SOUTH AFRICA NOR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. IT IS NOT AN ADMISSION DOCUMENT OR ADMISSION DOCUMENT EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT SOLELY ON THE BASIS OF INFORMATION CONTAINED IN THE ADMISSION DOCUMENT TO BE PUBLISHED BY ANDALAS ENERGY & POWER PLC IN CONNECTION WITH THE PROPOSED CAPITAL RAISING.
27 April 2016
Andalas Energy and Power Plc
Proposed Farm-in to the Tuba Obi East Technical Assistance Contract, Proposed Placing, Appointment of Directors, Proposed Issue of Bonus Warrants and Publication of Admission Document
Andalas Energy and Power Plc, the AIM listed Indonesian focused oil and gas exploration company (AIM: ADL), is pleased to announce the publication and despatch to Shareholders today of its admission document in connection with the Farm-in to the Tuba Obi East Technical Assistance Contract (TAC) which constitutes a reverse takeover of the Company under the AIM Rules. In conjunction with the publication of its admission document, the Company is also pleased to announce that it has raised £2.6 million through the conditional placing of 1,341,959,560 Placing Shares at an Issue Price of 0.2 pence per Placing Share.
The Company has also today appointed Mr Ross Michael Warner as an Executive Director of the Company and Mr Graham Roger Smith as a Non-Executive Director of the Company, both with immediate effect. Further, on Admission, Mr Simon George Gorringe will be appointed to the Board as Chief Operating Officer.
The Company is also proposing the issue of Bonus Warrants to Qualifying Shareholders on the basis of one Bonus Warrant for every four Ordinary Shares held as at the Record Date, being 5.00 p.m. on 13 May 2016.
The publication of the admission document today will allow for the re-admission to trading of the Company’s Ordinary Shares on AIM, which the Company anticipates will commence from 7.30 a.m. on Thursday 28 April 2016.
All capitalised terms in this announcement are as defined in the admission document which is available free of charge on the Company’s website: http://www.andalasenergy.co.uk/.
Highlights
- As announced on 8 March 2016, Andalas entered into a conditional agreement to Farm-in to the Tuba Obi East concession in the South Sumatra Basin, Indonesia which constitutes a reverse takeover of the Company under the AIM Rules, changing its status from an investment company to an oil and gas operating company
- The proceeds of the Placing will be used to fund the agreed work programme on Tuba Obi East which includes the completion of a geological, geophysical and reservoir study along with the drilling and flow testing of a single well to assess the deliverability, recoverable volumes, and gas quality in the Air Benakat Formation
- The reverse takeover and Placing are subject to Shareholder approval at the General Meeting, which is to be held at 10.00 a.m. on 13 May 2016 at the offices of Watson Farley & Williams LLP at 15 Appold Street, London EC2A 2HB
Andalas CEO, Mr David Whitby, said “With our initial asset secured, funds in place to drill our first well at the Tuba Obi East concession, and a further strengthening of the Board, we now have the ingredients in place to deliver on our objective and build a profitable Indonesian gas and power business.
“We now look forward to redoubling our efforts and putting the team to work to realise value for all our investors, and we intend to achieve this by capitalising on the prolific hydrocarbon basins and highly attractive gas to power markets of Indonesia. This is an exciting time for our Company and I look forward to providing further updates on our progress as we look to transform Andalas into an important player in the Indonesian energy and power sector.”
Further Information
- Background
The Directors are pleased to announce that, in accordance with the Company’s strategy to identify and evaluate oil and gas opportunities in Indonesia and as announced on 8 March 2016, the Company has entered into a conditional agreement to farm-in to an interest in the Tuba Obi East TAC in the South Sumatra Basin on the island of Sumatra, within the Republic of Indonesia. The farm-in will constitute a reverse takeover of the Company under the AIM Rules, changing the Company from an investment company to an operating company involved in the exploration and production of oil and gas, which has necessitated the publication of the admission document and which is also therefore subject to the approval of Shareholders at the General Meeting.
In conjunction with this, the Company has also conditionally placed 1,341,959,560 Placing Shares at the Issue Price of 0.2 pence to raise total gross proceeds of £2.6 million.
The Placing is also subject to Shareholder approval at the General Meeting which is to be held at 10.00 a.m. on 13 May 2016 at the offices of Watson Farley & Williams LLP at 15 Appold Street, London EC2A 2HB, notice of which is set out at the end of the admission document.
Further details of the Farm-in and the Placing are set out in the admission document, which also sets out the details of, and reasons for, the Proposals and explains why the Directors consider the Proposals to be in the best interests of the Company and its Shareholders as a whole, and recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
Details of the Placing
Pursuant to the Placing, Cantor Fitzgerald Cornhill Capital and Peterhouse Corporate Finance have conditionally raised £2.6 million (before expenses) for the Company though the placing of the Placing Shares with investors at an Issue Price of 0.2 pence per Placing Share conditional, inter alia, upon the Resolutions being approved by Shareholders at the General Meeting and on Admission. The net proceeds of the Placing are estimated at £2.1 million. The net proceeds will be used for the agreed work programme on Tuba Obi East in order for the Company to earn its interest under the terms of the Farm-in Agreement and for general working capital purposes.
The Placing Shares will, upon issue, rank pari passu with the Existing Ordinary Shares. The Placing is conditional upon, inter alia, Shareholders passing the Resolutions at the General Meeting and Admission becoming effective by not later than 8.00 a.m. on 16 May 2016 (or such date as Cantor Fitzgerald and Cornhill Capital may agree being not later than 31 May 2016).
- Key terms of the Farm-in Agreement
Under the terms of the Farm-in, which was announced on 8 March 2016, Andalas will acquire a 30 per cent. direct working interest in the Tuba Obi East TAC through the execution of a single well work programme. The work programme includes the completion of a geological, geophysical and reservoir study along with the drilling and flow testing of a single well to assess the deliverability, recoverable volumes, and gas quality in the Air Benakat Formation. Andalas will be technical operator during the well work programme.
A report dated 22 April 2016 was prepared by Gaffney Cline & Associates which estimated the prospective resources in the Air Benakat Formation within the Tuba Obi East concession based on the historical exploration and appraisal data available. Gaffney Cline & Associates reports best estimate prospective resources of approximately 22Bcf in each of two potential reservoir zones, the ABF upper and ABF lower, within the main closed structure within the boundary of the Tuba Obi East TAC as presented in the table below.
Gross Prospective Resources (Bcf) | Net Working Interest Prospective Resources (1) (Bcf) | ||||||
Prospect / Reservoir | Low estimate | Best estimate | High estimate | Low estimate | Best estimate | High estimate | GCOS (2) |
Tuba Obi East ABF upper | 6.90 | 22.30 | 54.80 | 2.07 | 6.69 | 16.44 | 60% |
Tuba Obi East ABF lower | 3.90 | 21.40 | 59.70 | 1.17 | 6.42 | 17.91 | 60% |
- The net working interest is the 30% attributable to Andalas on completion of the Farm-in but does not represent Andalas’ net entitlement under the terms of the Tuba Obi East TAC which would be lower
- Geological chance of success
The transfer of a participating interest in the Tuba Obi East TAC to the Company is subject to the consent of the Government of the Republic of Indonesia and Pertamina.
The Tuba Obi East concession expires on 23 April 2017. Prior to expiry of the Tuba Obi East TAC, it is anticipated that application will be made jointly by PT Akar Golindo (the current holder of the TAC) and Andalas for a new contract to reflect the same division of participating interest as agreed by the TOE Farm-in Agreement. PT Akar Golindo and Andalas will jointly pursue the application and Andalas has agreed to pay a further sum of US$500,000 in cash (or US$1,000,000 in Ordinary Shares at the Company’s election) to PT Akar Golindo if a new contract is awarded. There is no certainty at this time that a new contract will be awarded by Pertamina.
The Farm-in will constitute a reverse takeover of the Company under the AIM Rules, changing the Company from an investment company to an operating company involved in the exploration and production of oil and gas, and is therefore subject to the approval of Shareholders at the General Meeting.
Further detail regarding Tuba Obi East and the TOE Farm-in Agreement is set out in the admission document.
- Participation Agreement with Northcote
On 30 April 2015, the Company entered into a Participation Agreement with Northcote in consideration for Northcote providing services and relationships in connection with procuring financing for the Company to undertake one or more projects in Indonesia. Under the terms of the Participation Agreement, Northcote is entitled to participate directly with the Company in any joint venture, partnership, concession, profit sharing contract, working interest in any well or other similar agreement, introduced by any party, relating to the exploration, development and production of hydrocarbons in Indonesia initiated prior to 30 April 2020. Northcote is entitled to a paying participation at a level equal to 12.5 per cent. of the interest of the Company (prior to Northcote’s election to participate) either directly or through any partnership or joint venture agreement entered into by the Company. Northcote has notified the Company of its election to participate in the Tuba Obi East concession. Further detail regarding the Participation Agreement is set out in the admission document.
- Bonus Warrant Issue
The Directors have carefully considered the best way to structure the proposed equity fundraising in order to provide existing Shareholders with some ability to subscribe should they so choose on similar terms to the Placing. On this basis, the Board proposes, subject to the passing of the Resolutions and certain regulatory considerations relating to marketing of securities in certain jurisdictions, to carry out the Bonus Warrant Issue on the terms of the Bonus Warrant Instrument.
The issue of the Bonus Warrants will be to Qualifying Shareholders on a pro rata basis of one Bonus Warrant for every four Ordinary Shares held. The Board believes that the Bonus Warrant Issue should partially alleviate the impact of dilution on Qualifying Shareholders.
The record date for the Bonus Warrant Issue is 5.00 p.m. on 13 May 2016. Accordingly, the Board proposes that the Bonus Warrants will only be issued to Shareholders of the Company entered into the register of members at that time and with a registered address outside the Prohibited Territories. As such, placees in the Placing shall not be entitled to receive Bonus Warrants in respect of their Placing Shares.
The Bonus Warrants would represent approximately 7.3 per cent. of the Enlarged Share Capital prior to exercise.
The exercise price of the Bonus Warrants will be 0.2 pence per new Ordinary Share, being the same as the Issue Price.
The Bonus Warrants, which will be unlisted and non-transferable, will be exercisable on the Bonus Warrants Exercise Date being 31 May 2016 only (although irrevocable exercise notices and subscription funds can be issued to the Company prior to that date). If any of the Bonus Warrants remain unexercised on the Exercise Date, they will expire.
The Bonus Warrant Instrument is summarised in the admission document and contains provisions typically found in such instruments, including those relating to the adjustment of the terms of the Bonus Warrants, protections for holders of Bonus Warrants and the procedures for the modification of the rights of the Bonus Warrants.
The Bonus Warrants will be subject to eligibility requirements on issue. Such requirements are resultant from pre-existing securities law restrictions applicable to certain jurisdictions such as the United States of America. The Bonus Warrant Issue will not be extended to, and the Bonus Warrants will not be issued to and may not subsequently be exercisable by, Qualifying Shareholders in a Prohibited Territory. Notwithstanding the above, the Company will reserve the right to permit any Qualifying Shareholder to take up Bonus Warrants under the Bonus Warrant Issue if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the applicable restrictive legislation or regulations.
Qualifying Shareholders who are in any doubt about the implications of the Bonus Warrant Issue on their personal tax position should consult their professional adviser.
Further terms of the proposed Bonus Warrant Issue are set out in the Admission Document.
- Appointment of Directors
The Company is also pleased to announce the appointment today of Mr Ross Michael Warner as an Executive Director of the Company and Mr Graham Roger Smith as a Non-Executive Director of the Company, both with immediate effect.
Ross, aged 49, is a lawyer and experienced company director of both private and public resource companies listed on AIM and the Australian Securities Exchange. He has also held senior corporate roles with Mallesons Stephen Jaques in Australia and Clifford Chance in the UK. He is currently Executive Chairman of Northcote and Executive Director of Zarmadan Gold Ltd and has previously been chairman of Uranium Resources plc. He holds a Bachelor of Laws from University of Western Australia, and Master of Laws, University of Melbourne.
Graham, aged 58, is a Chartered Accountant and an Isle of Man resident. He is currently an Executive Director of FIM Capital Limited (formerly IOMA Fund and Investment Management Limited), the administrator to the Company. He has over 30 years’ financial management experience, primarily in the investment funds sector. He is also a non-executive director of AIM listed Glenwick plc and Trinity Capital plc, and of several unlisted companies.
On Admission, Mr Simon George Gorringe will be appointed to the Board as Chief Operating Officer. Simon, aged 59, began his 35-year career in the petrochemical industry moving into cryogenics and finally into the oil and gas industry in the late-1980s. He has worked for Kerr-McGee on the Gryphon field and for ConocoPhillips Ltd on its UK continental shelf developments, before moving to BHP Billiton plc. Whilst there
he developed a reputation for unlocking marginal fields by developing the Keith Field, an asset that was previously deemed to be uneconomic. ln lndonesia Simon was the development manager for Serica’s Kambuna Gas Field Development and Chief Operating Officer for NuEnergy Gas Ltd. which was developing coalbed methane projects in South Sumatra. He has also held a number of senior roles including at SOCO lnternational plc and Kerr-McGee. Simon is a graduate of Chemical Engineering from University of Manchester lnstitute of Science and Technology.
- Conversion of Loan Notes
On 31 March 2016, the Company raised £500,000 (gross) through its joint broker Cornhill Capital by the issue of the Loan Notes. The Loan Notes carry a zero coupon and are unsecured. The nominal amount of each Loan Note is £1,000. The issue price of each Loan Note was £833.33. On Admission, the Loan Notes will convert into 300,000,000 new Ordinary Shares at the Issue Price.
In the event that Shareholder approval of the Resolutions at the General Meeting is not obtained and the Proposals do not proceed, the Loan Notes will convert on the fifteenth business day immediately following the re-commencement of trading in the Company’s Ordinary Shares on AIM at a price calculated as ninety per cent. of the volume weighted average price per Ordinary Share for the lowest successive three day trading period out of the fifteen trading days immediately following re-commencement of the Company’s Ordinary Shares to trading on AIM.
In the event that conversion has not occurred by 31 July 2016, the Loan Notes will not convert and will be required to be repaid by the Company.
For every five new Ordinary Shares issued on conversion of the Loan Notes, held by investors subscribing for Loan Notes through Cornhill Capital, Cornhill Capital shall receive one warrant to subscribe for one Ordinary Share exercisable at the price at which the loan conversion occurs. As a result of conversion of the Loan Notes, Cornhill Capital will be issued 42,000,000 warrants over Ordinary Shares.
- Changes to arrangements with Corsair
On 4 June 2015, the Company entered into the Assignment Agreement, which covered arrangements whereby Corsair would introduce oil and gas concessions in Indonesia to the Company and the means by which Corsair was to be remunerated for this. Pursuant to the Assignment Agreement the Company agreed to issue to Corsair (or its nominees):
- 31,250,000 Ordinary Shares on closing of the Assignment Agreement;
- up to an additional 93,750,000 Corsair Contingent Consideration Shares in three equal tranches (of 31,250,000 Ordinary Shares) on the occurrence of each of the following three milestones: (i) the acquisition by the Company of one concession in Indonesia; (ii) the acquisition by the Company of a second concession in Indonesia; and (iii) gross production from projects in which the Company has an economic interest exceeding 400 bopd for a period of 30 days (the “Milestones”);
- 34,344,865 Corsair Options which vest on closing of the Assignment Agreement; and
- up to an additional 103,034,596 Corsair Options which vest in three equal tranches of 34,344,865 upon the occurrence of each of the Milestones.
The Assignment Agreement also contains provisions whereby Corsair will have a carried interest in oil and gas concessions introduced by it and a share of future revenues from these concessions.
Corsair is a company in which each of David Whitby, Ross Warner and Simon Gorringe (a Proposed Director at Admission) has a 25 per cent. beneficial interest. In the opinion of the independent Directors, who in this instance are Paul Warwick, Daniel Jorgensen and Graham Smith, it will be difficult following Admission to determine which assets are originated within Andalas and which are introduced by Corsair and therefore to avoid any future conflict of interest, and to more fully align the interests of David, Ross and Simon with those of Shareholders, it has been agreed with Corsair that the arrangements between the Company and Corsair will change. In substitution of the carried interest and revenue share contemplated in the Assignment Agreement (and pursuant to a deed of termination and share issue deed summarised in the admission document), subject to the passing of the Resolutions, each of David Whitby, Ross Warner, Simon Gorringe and Christopher Newport will be issued with such number of Ordinary Shares in the Company, which will, in aggregate, represent 5 per cent. of the Enlarged Share Capital. In addition, each of David Whitby, Simon Gorringe, Ross Warner and Chris Newport will be issued with further Ordinary Shares following exercise of the Bonus Warrants which will result in their aggregate interests as contemplated under the Corsair arrangements remaining at 5 per cent. of the share capital as enlarged by the issue of Ordinary Shares on exercise of the Bonus Warrants.
These revised arrangements are summarised in the admission document.
The revision of the arrangements with Corsair is considered a related party transaction pursuant to the AIM Rules. The independent Directors, who for this purpose are Paul Warwick, Daniel Jorgensen and Graham Smith, consider, having consulted with Cantor Fitzgerald, the Company’s nominated adviser, that the terms of the new Corsair arrangements are fair and reasonable insofar as Shareholders are concerned.
- Directors’ shareholdings
Certain of the Directors and the Proposed Director are participating in the Placing by way of a subscription for a total of 167,834,558 Placing Shares. Their subsequent beneficial holdings as a result of the Placing and the arrangements with Corsair are shown below.
Ordinary Shares held at today’s date | Placing Shares | Corsair Settlement Shares | Ordinary Shares at Admission | % of Enlarged Share Capital | |
Paul Warwick | – | 13,366,982 | – | 13,366,982 | 0.5% |
David Whitby | 7,812,500 | 39,568,874 | 30,601,735 | 77,983,109 | 3.2% |
Daniel Jorgensen | – | 48,366,281 | – | 48,366,281 | 2.0% |
Ross Warner | 7,812,500 | 33,071,50 | 30,601,735 | 71,485,738 | 2.9% |
Simon Gorringe | 7,812,500 | 33,460,918 | 30,061,735 | 71,875,153 | 2.9% |
Graham Smith | – | – | – | – |
- Change of Articles
The Articles of the Company are being amended to align the Company’s bylaws with those of a UK incorporated company admitted to trading on AIM. In order to affect these amendments, the Company proposes to make certain amendments to the Articles by a special resolution of the Shareholders. A copy of the Amended Articles is available for review at the Company’s registered office at any time before the General Meeting. In addition, copies of the Amended Articles will be available at the General Meeting.
- General Meeting
The Notice convening the General Meeting has been posted to Shareholders and is available on the Company’s website at http://www.andalasenergy.co.uk/. The General Meeting has been convened for 10.00 a.m. on 13 May 2016 at the offices of Watson Farley & Williams LLP at 15 Appold Street, London EC2A 2HB where the following Resolutions will be proposed to approve:
- The Farm-in, for the purposes of Rule 14 of the AIM Rules;
- The authorisation of the Directors to allot Ordinary Shares including the New Ordinary Shares;
- The authorisation of the Directors to dis-apply statutory pre-emption rights in respect of future allotments of Ordinary Shares including in respect of the New Ordinary Shares; and
- The amendments to the Articles.
For further information on the Company please visit www.andalasenergy.co.uk or contact:
David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
Sarah Wharry Craig Francis |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) |
Tel: +44 20 7894 7000 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker) |
Tel: +44 20 7469 0930 |
Colin Rowbury | Cornhill Capital (Joint Broker) | Tel: +44 20 7710 9610 |
Frank Buhagiar Susie Geliher |
St Brides Partners Limited | Tel: +44 20 7236 1177 |
** ENDS **
ANNEXURE A
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Publication of the admission document | 27 April 2016 |
Re-admission of the Ordinary Shares to trading on AIM | 8:00 a.m. on 28 April 2016 |
Latest time and date for receipt of Forms of Proxy | 10.00am on 11 May 2016 |
General Meeting | 10.00am on 13 May 2016 |
Record Date for the Bonus Warrant Issue | 5.00pm on 13 May 2016 |
Ex-entitlement date for the Bonus Warrant Issue | 8.00am on 16 May 2016 |
Admission effective and trading expected to commence in the Enlarged Share Capital | 8:00 a.m. on 16 May 2016 |
CREST members’ accounts credited in respect of New Ordinary Shares in uncertificated form | As soon as possible after 8:00 a.m. on 16 May 2016 |
Share certificates in respect of New Ordinary Shares in certificated form expected to be dispatched by no later than | 23 May 2016 |
Bonus Warrant Exercise Date | 5.00pm on 31 May 2016 |
Notes:
Each of the times and dates in the above timetable is subject to change without further notice. References to all times are to London time.
ANNEXURE b
Information that requires disclosure under Schedule Two of the AIM Rules
Ross Warner’s Current Directorships
Northcote Energy Ltd
Zarmadan Resources Corporation
Zarmadan Resources Ltd
Zarmadan Gold Singapore Pte Ltd
Ross Warner’s Former Directorships (held in the last 5 years)
Anglo Pacific Ventures Pty Ltd
Ascent Capital Pty Ltd
Deep Yellow (Tanzania) Ltd
Irvine Energy Ltd
Moonlake Natural Resources Ltd
Shellbright Ltd
URA (St Henri) Ltd
Uranium Resources plc
Western Metals Exploration Ltd
Western Metals Tanzania Ltd
Western Metals Uranium Ltd
WML Uranium Holding Ltd
Graham Smith’s Current Directorships
Coldharbour Marine Holdings Ltd
Coldharbour International Ltd
East Balkan Properties plc
EPIC Reconstruction Property Co (IOM) Ltd
EPIC Structured Finance Ltd
FIM Capital Ltd
FIM Directors Ltd
FIM Nominees Ltd
FIM Nominees One Ltd
Glenwick plc
JMS Estates (IOM) Ltd
Treveria Asset Management Ltd
Trinity Capital plc
Trinity Capital Mauritius Ltd
Graham Smith’s Former Directorships (held in the last 5 years)
Clean Energy Asia Ltd
FIM Nominees Two Ltd
Tau Capital plc
TEP Trading 2 Ltd
Simon Gorringe’s Current Directorships
Field Development Specialists Ltd
Corsair Petroleum Limited
Corsair Petroleum (Holdings) Limited
Corsair Petroleum (Singapore) PTE Ltd
Corsair Petroleum (Southern North Sea) Ltd
Corsair Petroleum (Central North Sea) Ltd
CHplus Resources (Cambodia) Limited
Corvette Energy (Singapore) PTE Ltd
Gas Strategies Pte. Ltd
Andalas Energy and Power (ADL) issues zero coupon loan note
Andalas Energy and Power Plc is pleased to announce it has raised £500,000 (gross) via the issue of a zero coupon loan note. The proceeds of the Note will help fund the costs associated with the ongoing AIM Readmission process, and will also allow the Company to continue with its planning and preparations to drill its well under its farm-in agreement at the Tuba Obi East Technical Assistance Contract.
The Company has agreed to issue a zero coupon convertible bond with a par value of £600,000 to institutional and retail investors introduced by Cornhill Capital Limited and through direct subscriptions with the Company. The Note will be divided into individual bonds with a par value of £1,000 each, all of which are to be issued on 31 March 2016 on receipt of the full cash proceeds. Under the terms of the Note, for each £1,000 bond issued, ADL will receive 83.33% of the par value, equivalent to £833.33 per bond.
The bonds are convertible into new Ordinary Shares in ADL, and the conversion price will be calculated as detailed below. The Company continues to work towards publishing an admission document and the readmission to trading of the Company’s ordinary shares on AIM and looks forward to providing shareholders with further information in due course.
Andalas CEO, David Whitby, said “We are delighted that both new and existing investors continue to support our efforts to build an Indonesian focussed energy company. We are continuing to work towards publishing our admission document, as we look to cement the excellent progress that Andalas has made since I joined in June 2015.
“Importantly, these funds will allow us to continue with well planning and permitting on TOE, and just as importantly continue to fund our efforts as we seek to bring ADL back to market as an Indonesian focused energy and power company.”
Details of the convertible loan notes
The £600,000 convertible loan note will be divided into individual bonds with a par value of £1,000 each, all of which are to be issued on receipt of the full cash proceeds. Under the terms of the Note, for each £1,000 bond issued, ADL will receive 83.33% of the par value, equivalent to £833.33 per bond.
The conversion price is set dependent on the outcome of the current readmission process.
(a) following successful completion of the reverse takeover with an associated equity fund raise of a minimum £500,000 the Loan Notes will convert at the same price as the issue price in the equity fund raise.
(b) In all other re-admission scenarios the Loan Notes will convert on the fifteenth business day immediately following the lifting of suspension or the date of re-admission at a price calculated as ninety per cent. (90%) of the VWAP per Ordinary Share for the lowest successive three (3) day trading period out of the fifteen (15) trading days immediately following AIM Re-admission or the lifting of Suspension;
In the event that conversion has not occurred by 31 July 2016 then the loan notes will not convert and will rank alongside all other unsecured creditors of the Company.
For every five shares issued on conversion of the loan notes held by investors subscribing through Cornhill, Cornhill shall receive one warrant convertible into the ordinary share capital of the Company at the price at which conversion occurs, valid for five years.
**ENDS**
For further information, please contact:
David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
Sarah Wharry Craig Francis |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) | Tel: +44 (0) 20 7894 7000 |
Colin Rowbury | Cornhill Capital (Joint Broker) | Tel: +44 (0) 20 7710 9610 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker) | Tel: +44 (0) 20 7469 0930 |
Frank Buhagiar Susie Geliher |
Andalas Energy and Power (ADL) signs Tuba Obi East gas project farm-in agreement
Andalas Energy and Power Plc (ADL) the AIM listed investment company, is pleased to announce that it has conditionally entered into a farm-in agreement for the Tuba Obi East Technical Assistance Contract, which is located in the South Sumatran basin approximately 30km north-west of Jambi city in Jambi province, Sumatra.
Highlights:
- ADL to acquire 30% working interest in TOE TAC via a farm-in;
- TOE is the entry point for Andalas into the profitable Indonesian gas and power sector;
- Any future gas production from the concession may support either:
- Gas export with the project located close to a major export route; or
- Gas-to-power being located in an area where a significant shortfall in power generation exists;
- Farm-in via execution of a US$1.075 million work programme;
- Work programme comprises technical studies and the drilling and testing of one well which would be put into production on success;
- Work programme is being jointly operated by Andalas;
- Planning and preparations for drilling are advancing rapidly;
- Subject to well results, further gas and power development studies will be undertaken;
Gaffney Cline and Associates is in the final stages of completing a Competent Person’s Report assessing the gas resources within the TAC; and - Farm-in constitutes a reverse takeover pursuant to the Aim Rules and, accordingly, the farm-in agreement is subject to the approval of Andalas’ shareholders in general meeting.
- An admission document which will include notice of a general meeting seeking shareholder approval will be published in due course.
Andalas CEO, David Whitby, said “The signing of this agreement follows the Letter of Intent announced on 3 February 2016 and secures ADL’s foundation gas asset. We are keen to take full advantage of the opportunity Tuba Obi East now affords Andalas, and we regard it as the base upon which a profitable Indonesian gas and power business can be built.”
“TOE has all the essential features to be a successful first asset for the Company. It has gas proven by two wells into the reservoir zone that has been defined on 3D seismic and confirmed by well logs, all whilst located in a prolific hydrocarbon basin. In addition, the field is close to both gas and power infrastructure and has easy access to Indonesia’s burgeoning energy market which is generating high prices for producers. It represents an unrivalled opportunity for a new Indonesian gas and power market entrant like ADL.”
Farm-in Summary
As previously announced, under the terms of the proposed farm in, Andalas will acquire a 30% direct working interest in the concession through the execution of a single well work programme. The work programme includes the completion of a geological, geophysical and reservoir study along with the drilling and flow testing of a single well to assess the deliverability, recoverable volumes, and gas quality in the Air Benakat formation.
Block operator PT Akar Golindo and Andalas will jointly operate the well work programme, which is expected to cost around US$1.075 million. Andalas has also agreed to pay a further sum of US$500,000 to PT Akar Golindo if the concession is renewed beyond its expiry date of 15 May 2017.
Pursuant to Rule 14 of the AIM Rules for Companies this farm-in constitutes a reverse takeover and, accordingly, the farm-in agreement is subject to the approval of Andalas’ shareholders in general meeting.
Work Progress
Under the terms of the agreement the Company will be the technical operator for the Tuba Obi East well work programme. Accordingly, ADL’s in-country team has expedited the design, planning and site preparations for the farm-in well (provisionally called TOE-2). The concession operator, PT Akar Golindo, has also been supporting this work.
Two well locations (a preferred location and an alternate) have now been selected and site surveys have been completed, along with the inspection of potential drilling rigs, during the week commencing 22 February 2016. The drilling team is now progressing the rig selection process whilst services contracting continues apace, with the preparation of critical tender documents.
Additionally, ADL has prepared a draft gas and power development plan for the TOE concession. As part of the TOE-2 well approval process this plan will be presented to Pertamina (the Indonesian national oil company) in the coming weeks. Work has also commenced on a power production feasibility study in parallel with GG&R evaluations of gas discoveries in the area surrounding the concession.
As part of the reverse takeover process, representatives from the Company’s nominated adviser, Cantor Fitzgerald (Europe), have visited the field. Gaffney Cline and Associates in Singapore has almost completed its CPR assessing the gas resources within the concession. The results of their analysis are expected shortly. Andalas will publish the Admission Document in due course.
Tuba Obi East Gas
Tuba Obi East is located in the South Sumatran basin approximately 30km north-west of Jambi city. The wells previously drilling in the concession have tested gas in the key South Sumatra hydrocarbon bearing formations, namely, the Air Benakat Formation (‘ABF’) and the Talang Akar Formation (‘TAF’). A total of six wells (three wells within the concession and a further three just outside) have been drilled through these zones, with a number having been logged across the ABF and TAF. Several have also flowed gas to surface.
Crucially, the ABF has flowed gas outside the TAC at commercial rates, but only limited data from this formation has been gathered within the concession area. Andalas’ technical analysis indicates that this reservoir zone contains potentially substantial gas resources that can be proven via the drilling and flow testing of the proposed TOE-2 well. If the work programme proves successful, the TOE-2 may be completed as a future production well.
Further GG&R and development studies will be undertaken following the analysis of test results from the well. This work will be conducted in parallel with development planning and a proactive approach to the renewal and extension of the concession contract. Preliminary discussions will also be held with targeted gas and power consumers.
For further information, please contact:
For further information, please contact:
David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
Sarah Wharry Craig Francis |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) | Tel: +44 (0) 20 7894 7000 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker) | Tel: +44 (0) 20 7469 0930 |
Colin Rowbury | Cornhill Capital (Joint Broker) | Tel: +44 (0) 20 7710 9610 |
Frank Buhagiar Susie Geliher |
Andalas Energy and Power (ADL) signs heads of agreement to farm-in to Indonesian gas project
Andalas Energy and Power (ADL) is pleased to announce that it has signed a non-binding heads of agreement to farm-in to the Technical Assistance Contract (‘TAC’) covering the Tuba Obi East oil and gas concession (‘TOE’) in Jambi province, Sumatra.
The proposed transaction would constitute a reverse takeover within the meaning of the AIM Rules for Companies.
Highlights:
- Heads of agreement signed to acquire 30% working interest in TOE TAC via a farm-in
- TOE is a ‘beach head’ for Andalas into the Indonesian gas sector
- Any future gas production from the concession may support either:
- Gas export with the project located close to a major export route; or
- Gas-to-power being located in an area where a significant shortfall in energy generation exists
- Farm-in via execution of a US$1.075 million work programme. Bonus payment of US$500k on renewal of the concession
- Work programme to be jointly operated by Andalas and includes technical studies and the drilling and testing of one appraisal well which would be put into production on success
- Subject to well results, further development studies will be undertaken
- Andalas’ gas and power study shows strong market for gas at high prices
- Transaction is a reverse takeover and the Company is preparing an admission document seeking shareholder approval which it will publish in due course
Andalas CEO, Mr David Whitby, said, “A farm in to the TOE concession in Indonesia will give us a ‘beach head’ to build a significant gas business in the country. This is the result of many months’ work during 2015 by our team and our extensive network of Indonesian gas and power industry experts. That work culminated in a comprehensive study of the Indonesian gas and power sector, from reservoir sand-face to gas burner tip, which I believe gives us a significant competitive advantage in realising the value of TOE and future blocks currently under evaluation.
“TOE is ideally located adjacent to the major Sumatran gas pipeline to Duri and Singapore, and close to the provincial capital city of Jambi which is in critical need of power generation. We see great potential to add further value by expanding the concession to capture additional gas discoveries just outside the acreage. In addition to providing Andalas with a clearly defined road map, today’s agreement also marks the beginning of the process for our shares to be readmitted to trading on AIM and I look forward to providing further updates on our progress.
“ADL has assembled a top tier Indonesian drilling team that has commenced the well planning process to fast-track the spudding of our first well which will be a target following our readmission to AIM”
Tuba Obi East Gas
Tuba Obi East has tested gas in the key South Sumatra hydrocarbon bearing formations, namely, the Air Benakat Formation (ABF) and the Talang Akar Formation (TAF). These zones have flowed gas to surface within and around the concession.
Crucially, the ABF has flowed gas outside the TAC but only limited data from the ABF has been gathered within the concession area. Andalas’ technical analysis indicates that this reservoir zone contains potentially substantial gas resources that can be proven via the drilling and flow testing of the proposed appraisal well which may be completed as a production well on success.
Further geological, geophysical, reservoir and development studies will be undertaken following the analysis of test results from the well. This work will be conducted in parallel with a proactive approach to the renewal and extension of the block contract and preliminary discussions with targeted consumers.
Gas and Power Study Demonstrates Significant Opportunities in Sumatra
During the last quarter of 2015 the Andalas team, supplemented by a number of Indonesian gas and power industry experts, completed a detailed study of the Indonesian gas and power sector with particular focus on the opportunities present in Sumatra. The results of the study are now being utilised as the ‘road map’ to guide the Company’s future asset acquisition efforts.
The major conclusions of the study were:
- Indonesia is a demographically young nation with a rapidly growing middle-class supporting burgeoning demand for power
- Indonesia has one of the lowest electrification rates in the ASEAN region, with more than 60 million people estimated to be without access to electricity*
- The Indonesian gas and power markets have robust, increasing demand, that is yet to be fully met
- Gas and power prices are some of the highest in the world and insulated from volatile oil prices
- Market fundamentals mean pricing is expected to remain high
- Demand growth and the international push for reduced carbon emissions favours growing use of gas in the power sector
- There is ready access to pipeline and power infrastructure, especially Sumatra
- TOE has potential for gas export or Independent Power Production (IPP) – subject to proving gas volumes, deliverability, and quality
The study indicates that this concession and others currently under consideration are well situated to take advantage of the strong growth in the Indonesian gas and power sectors.
Farm-in Summary
Under the terms of the proposed farm in, Andalas will acquire a 30% direct working interest in the concession through the execution of a single well work programme. The work programme includes the completion of a geological, geophysical and reservoir study along with the drilling and flow testing of a single appraisal well to assess the deliverability, recoverable volumes, and gas quality in the Air Benakat formation. Block operator PT Akar Golindo and Andalas will jointly operate during the work programme, which is expected to cost around US$1.075 million. Andalas has agreed to pay a further sum of US$500,000 to PT Akar Golindo if the concession is renewed.
Reverse Takeover
The proposed farm-in constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies and, accordingly, the farm-in agreement will be subject to the approval of Andalas’ shareholders in general meeting. Andalas will publish an admission document in due course and it has engaged Gaffney, Cline & Associates to prepare a Competent Person’s Report.
Further details of the TOE contract are as follows:
Location: Jambi Province, South Sumatra
approx. 30km NW Jambi City
approx. 18km NE of Grissick-Singapore/Duri gas pipeline
Contract type: Technical Assistance Contract (TAC) with Pertamina
Contract issue date: 1997
Term/expiry: 20 years; expires 14 May 2017
Area: 55 sq. km
Working interests: PT Akar Golindo (100%)
Current status: In good standing; producing oil on an intermittent basis
Hydrocarbon basin: South Sumatran Basin
Producing reservoirs: Oligocene Talang Akar Fm (TAF); Air Benakat Formation (ABF)
Reservoir depth: TAF approx. 1,600 to 2,110 metres; ABF approx. 800 metres
Structure: Closure approx. 20 sq. km; thickness up to 550 metres (gross)
Seismic coverage: 2D and 3D seismic
Discoveries: 1986 – Tuba Obi East field
Prospects and leads: Berembang prospect; 2 unnamed exploration leads
Wells: 3 wells; 2 production; 1 suspended
Productivity: Wells tested up to 350 bopd oil and up to 3 MMscf/d gas
Quality: Oil 36°to 55°API light, sweet crude oil
Gas near pipeline quality (approx. 7% CO2)
Nearby discoveries: Simpang Tuan (oil and gas), Karang Makmur (oil and gas)
For further information, please contact:
David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
Sarah Wharry Craig Francis |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) |
Tel: +44 (0) 20 7894 7000 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker) |
Tel: +44 (0) 20 7469 0930 |
Colin Rowbury | Cornhill Capital (Joint Broker) | Tel: +44 (0) 20 7710 9610 |
Frank Buhagiar Susie Geliher
|
St Brides Partners Limited | Tel: +44 (0) 20 7236 1177 |
Andalas Energy and Power Plc – Board Changes & Change of NOMAD & Broker
Andalas Energy and Power (ADL), the AIM listed investment company, is pleased to announce that Mr Paul Warwick, an existing non-Executive Director of ADL, has been appointed Chairman of the Board. Paul’s extensive industry experience, both globally and specifically in Indonesia, makes him ideally placed to help drive the strategic vision of the Board and in the process build a significant company focused on oil and gas production and gas to power projects in Sumatra, Indonesia.
In addition, the Company is pleased to announce the appointment of Mr Dan Jorgensen to the Board as Finance Director with immediate effect. Mr Jorgensen, a chartered accountant, brings a wealth of experience with him to his new position, including nearly 15 years’ working with international companies, with a particular focus on the resources sector.
Prior to his appointment, Mr Jorgensen was Finance Director of Northcote Energy Limited. During his tenure, he played an instrumental role in both the Admission of Northcote’s shares to the AIM market as well as its subsequent corporate transactions, which culminated in the acquisition of NAP USA, Inc., which doubled Northcote’s interest in its flagship Shoats Creek Field in Louisiana. In addition to Northcote, Mr Jorgensen has experience from senior management positions with a number of AIM-listed international resource companies. Between 2004 and 2011, he worked for BDO LLP in their Natural Resources team advising a large number of international AIM Companies. He is a chartered accountant and holds a BSC in Economics from Reading University.
Andalas CEO, David Whitby, said “We are pleased that Paul will be moving into his new position as Chairman of the Board. Thanks to his peerless track record in the Indonesian energy sector, in the short time since his appointment as a non-Executive Director, he has already made an important contribution to the successful implementation of our strategy thus far, and his familiarity with the Company will make this a seamless transition.
“We are delighted to have Dan join the Board as our Finance Director. Having already achieved a number of significant milestones since moving into the Indonesian energy sector, the Company is at a pivotal stage in its development and securing the best leadership team is instrumental to building on the progress already made. Dan brings with him the dynamism and experience that will be crucial to our continued success and we look forward to working alongside him as we further our strategy to enter the Indonesian energy market.
“With a strengthened leadership team and a clear vision for 2016, we are very excited about the next stage of our development and look forward to updating the markets in due course.”
Disclosures under Schedule 2 of the AIM Rules
Mr Daniel Bandholtz Jorgensen, aged 35, holds or has held the following directorships and/or partnerships in the previous five years:
Present Directorships/Partnerships | Past Directorships/Partnerships |
Northcote Energy Limited Holtz Properties Limited |
Mr Jorgensen does not hold any ordinary shares in the Company.
No additional information relating to Mr Jorgensen is required to be disclosed under Rule 17 or Schedule 2 paragraph (g) of the AIM Rules for Companies.
Separately, Andalas Energy and Power Plc announces that, with immediate effect, it has appointed Cantor Fitzgerald Europe as its Nominated Adviser and Joint Broker
For further information, please contact:
David Whitby | Andalas Energy and Power Plc | Tel: +62 21 2783 2316 |
Sarah Wharry Craig Francis |
Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker) | Tel: +44 (0) 20 7894 7000 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker) | Tel: +44 (0) 20 7469 0930 |
Colin Rowbury | Cornhill Capital (Joint Broker) | Tel: +44 (0) 20 7710 9610 |
Frank Buhagiar Susie Geliher |
Andalas Energy and Power – Half Yearly Report
Andalas Energy and Power (ADL), the AIM listed investing company, is pleased to announce its half yearly report for the six months ended 31 October 2015.
Highlights:
- Initiated strategy to build a significant energy company to capitalise on Indonesia’s strong domestic demand fundamentals and an attractive pricing environment – changed name to “Andalas Energy and Power Plc” post period end to reflect this change of strategy
- Implemented farm-in strategy with stringent investment criteria to ensure high quality assets are pursued: screened over 70 individual opportunities, carried out a detailed assessment of 17 high graded targets and completed due diligence on four
- Lodged farm-in offers for three assets which are currently being considered by the existing owners
- Secured an exclusive agreement post period end to negotiate a material interest in the Siak project, which currently produces approximately 1,700 bopd gross
- Assembled a leading team of industry professionals to execute the defined strategy alongside local partners
The Board and operational teams have been strengthened and the team now boasts over 250 years of oil & gas experience of which 70 years have been spent in Indonesia.
The Report and Accounts will be available from the Company’s registered office at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP and on the Company’s website www.andalasenergy.co.uk shortly.
CEO of Andalas Energy and Power, Mr David Whitby, said “ADL has already achieved a number of significant milestones as we implement our defined strategy to build a significant energy company focussed in Indonesia. From the outset we needed to differentiate ourselves from the crowd by blending deep country knowledge with a commitment to identifying and implementing investment decisions which have the potential to still deliver shareholder value despite low commodity prices. Our expert team who have evaluated numerous opportunities in Indonesia and have subsequently lodged offers to farm-in to three high quality projects in addition to securing an exclusive agreement to negotiate a material interest in the currently producing Siak project.
“Importantly we have identified and developed relationships with local partners – which is critical to executing a successful investment strategy. I believe we are ideally placed to weather the current turbulence we are experiencing in the global markets, and furthermore, we can use this volatility to our advantage in securing high quality assets on competitive terms.”
For further information, please contact:
David Whitby |
Andalas Energy and Power Plc |
Tel: +62 21 2783 2316
|
Lindsay Mair James Thomas |
Sanlam Securities UK Limited (Nomad and Joint Broker)
|
Tel: +44 (0) 20 7628 2200 |
Lucy Williams Charles Goodfellow |
Peterhouse Corporate Finance Limited (Joint Broker)
|
Tel: +44 (0) 20 7469 0930 |
Colin Rowbury |
Cornhill Capital (Joint Broker)
|
Tel: +44 (0) 20 7710 9610 |
Frank Buhagiar Susie Geliher |
St Brides Partners Limited
|
Tel: +44 (0) 20 7236 1177 |
CHIEF EXECUTIVE’S STATEMENT
I was appointed CEO in June 2015 to build a company focused on oil and gas production and gas to power projects in Sumatra, Indonesia. Since then I am pleased to report that much progress has been made towards achieving this goal. From a standing start we now have a highly experienced and first rate team in place, both at the corporate and operational level on the ground in Indonesia; we have screened and carried out due diligence on multiple opportunities that match our criteria; lodged offers to farm-in to three projects, which remain live today; and secured an exclusive agreement to negotiate a material interest in the Siak project, which currently produces approximately 1,700 bopd. We have even found time to change our name to Andalas Energy and Power which more fully reflects our vision for the Company.
I do not doubt that Indonesia represents a major opportunity to generate significant value for shareholders. The country is the seventh largest producer of LNG in the world and the 28th in terms of oil production. To date, 128 basins have been identified and the government estimates that the country’s remaining reserves total 7.9bn bbls and 159 TCF of gas. Within Indonesia, Sumatra is the engine room of the oil and gas industry with in excess of 70 oil companies operating in the region, including Pertamina, the national oil company, ConocoPhillips, Caltex and ExxonMobil. Indonesia’s gas industry meanwhile benefits from strong domestic demand and an attractive pricing environment. Importantly, industry standard infrastructure, equipment, and services are readily available across the country. Combining these numerous advantages, Indonesia’s oil and gas credentials are clear.
To be an active and successful participant in Indonesia’s energy sector requires a clearly defined strategy and a top notch team at both the corporate and operational level to execute it. I believe we have both. Our strategy is two pronged: targeting short-term cash flow from existing oil production; and also targeting value-add opportunities, particularly those focused on the Indonesian gas market. We are focused on building a balanced portfolio of onshore projects in Indonesia, specifically in Sumatra, and our preference is to secure these via farm-in rather than outright acquisition in order to preserve our investment cash for investment in field development. Where possible, we look to take a leading role in the operations of our assets and target immediate value through a combination of optimising existing production; realising undeveloped or historically bypassed opportunities; and exploration, appraisal and development work. We are particularly focused on acquiring a working interest of around 30-40% in fields which have the potential to produce 1,000 barrels a day or more, but we will still consider other assets if we believe them to be a good fit with the investing strategy and to have sufficient potential revenue and profits.
From my extensive experience in Indonesia, having a strong presence in the region is key. Not only does this help facilitate the establishment of key partnerships, but it also enables us to enter multiple data rooms and conduct site visits to locations in Sumatra as part of the screening and due diligence process. We have therefore moved quickly to put in place a first rate team of industry professionals which has considerable experience both around the world and also specifically in Indonesia’s oil and gas industry. In Muhamad Slamet, we have a Country Manager who has previously held senior roles with multinational and local companies operating in the Indonesian energy sector and is highly experienced in government and community relations, general management, procurement and logistics. Slamet is supported by Didiek Sumasdi (Vice President of Geoscience), and Greg Mawhinney (Vice President of Operations), both of whom are highly experienced oil and gas professionals with direct experience in Indonesia.
The core team of industry professionals we have put in place has over 250 years of combined experience in 35 countries worldwide and importantly has in excess of half a century of direct experience in Indonesia. We now have an in-country network which provides us with a strong competitive advantage as we look to secure our first assets in Indonesia. I do not believe I am alone in holding this view, as already the team’s expertise and professionalism has been recognised by a number of local government entities, with whom we are in discussions over potential joint venture opportunities.
We have already screened over 70 individual opportunities and carried out a detailed assessment of 17 high graded targets and completed due diligence on four which meet our investment criteria: onshore, active producing fields close to infrastructure, with potential to significantly increase oil production. This has resulted in us lodging farm-in offers for three assets which are currently being considered by the existing owners.
As mentioned earlier we see the gas and power market in Indonesia as an opportunity that should form part of our long-term balanced asset portfolio. With this in mind, we signed an agreement with PT Akar Golindo (PTAG) to assess the technical and commercial opportunities for monetising gas in and around the Tuba Obi East oil and gas concession (‘TOE’) in the South Sumatran Basin. We are currently undertaking a technical evaluation of TOE’s gas production potential as well as surrounding undeveloped gas discoveries. TOE serves as a readymade example of what we are looking for: the block holds multiple oil and gas discoveries; there is existing production; gas productivity has been tested and proven in two different reservoir zones but remains undeveloped; additional prospectivity has been identified; and undeveloped gas tested discoveries exist in surrounding blocks. Potential sale routes for the gas which we are currently evaluating include selling gas directly to the Singapore market, the Duri steam-flood project, or other buyers via the major transmission gas pipeline, which is approximately 18kilometres away. Alternatively there is the opportunity to monetise the gas via the construction and operation of an independent power plant, selling electricity into the Sumatran power grid.
Post period end, we entered into an exclusivity agreement with BUMD PT Riau Petroleum (“PTRP”), an Indonesian oil and gas company established by the Provincial Government and four local Regencies in the Riau Province of Indonesia. This grants us the exclusive right to negotiate a joint venture with PTRP to jointly acquire from a wholly owned subsidiary of Pertamina, a participation interest in the Production Sharing Contract (“PSC”) for the Siak block, which currently produces approximately 1,700 barrels of oil per day (“bopd”) from the Central Sumatran Basin. PTRP is entitled by law to acquire a participation interest of at least 10% in Siak from which over 50 million barrels have been recovered to date. Siak has an excellent location, being adjacent to the Chevron operated Rokan PSC from which 11 billion barrels of oil have been recovered since 1952. In our view, to have secured an exclusive agreement with the Provincial Government to negotiate an interest in what we believe is some of the best on-shore acreage in Indonesia today, highlights the quality of our team and importantly bodes well for the future.
Financial Review:
The Group generated a loss in the period of US$1,890,000 (30 April 2015: US$122,000, 31 October 2014: US$463,000 profit). Including in the loss for the period was an amount of $348,000 (30 April 2015: US$Nil, 31 October 2014: US$Nil) in respect of share consideration and options granted to Corsair Petroleum (Singapore) Pte Ltd (“Corsair”) in respect of the agreement entered into between Corsair and Andalas to pursue oil and gas opportunities in Indonesia.
During the period the Group incurred significant expenditure in performing due diligence work on a number of assets in Indonesia that has resulted in an increase in the costs of the business in the period under review. This work has ongoing value to the Group, however because the Group had not secured an asset at the reporting date these due diligence costs are required to be expensed as pre-licence costs.
The Group held a cash balance of US$1,182,000 at 31 October 2015 (US$354,000 at 30 April 2015, 31 October 2014: US$319,000).
Outlook
The six months under review have not only seen much progress made on the corporate front, but also a continuation of the highly volatile oil price environment that still dominates today’s markets. Predicting the direction of the oil price is a thankless task, however as an acquirer of assets we are in the enviable position of being able to pursue only those opportunities which we believe have the potential to generate attractive returns and shareholder value, even at depressed oil prices. In addition, with oil at US$30 per barrel we are finding existing owners are increasingly receptive to our team’s proposals for their assets. We believe that in partnership with these owners we can significantly enhance production and recoverable reserves, and more expertly develop additional already de-risked opportunities. The prospect of growing production in today’s markets is an enticing prospect for the owners of the assets we are pursuing. As a result we are highly confident we will secure our first asset in the near term, which will set us on the road to production and cash flows and also the readmission of our shares to trading on AIM.
I would like to thank the management team and all our advisers for their hard work and advice over the last six months and especially to the shareholders, who after all are the owners of Andalas, for their continued support and patience, as we work to build an Indonesian focused energy and power company.
David Whitby
Chief Executive Officer
Consolidated Statement of Comprehensive Income
For the six months ended 31 October 2015
(Unaudited) 6 Months to 31 October 2015 |
(Unaudited) 6 Months to 31 October 2014 |
(Audited) 12 Months to 30 April 2015 |
||||
US$’000 |
US$’000 |
US$’000 |
||||
Net gain from financial assets at fair value through profit or loss |
– |
682 |
219 |
|||
Other administration expenses |
(1,841) |
(161) |
(303) |
|||
Operating (Loss)/ Profit |
(1,841) |
521 |
(84) |
|||
Interest income |
2 |
– |
1 |
|||
Interest expense and other charges |
(5) |
– |
– |
|||
Foreign exchange loss |
(46) |
(58) |
(39) |
|||
(Loss)/ Profit before taxation |
(1,890) |
463 |
(122) |
|||
Taxation |
– |
– |
– |
|||
(Loss)/ Profit after tax attributable to owners of the parent |
(1,890) |
463 |
(122) |
|||
Total comprehensive (loss)/income for the period attributable to owners of the parent |
(1,890) |
463 |
(122) |
|||
Basic and diluted (loss)/ earnings per share (US dollars) |
(0.003) |
0.002 |
(0.001) |
Consolidated Statement of Financial Position
At 31 October 2015
(Unaudited) 31 October 2015 |
(Unaudited) 31 October 2014 |
(Audited) 30 April 2015 |
|||||
US$’000 |
US$’000 |
US$’000 |
|||||
Non-current assets |
|||||||
Financial assets at fair value through profit or loss |
179 |
738 |
179 |
||||
Total non-current assets |
179 |
738 |
179 |
||||
Current assets |
|||||||
Trade and other receivables |
34 |
13 |
22 |
||||
Cash and cash equivalents |
1,182 |
319 |
354 |
||||
Total current assets |
1,216 |
332 |
376 |
||||
Total assets |
1,395 |
1,070 |
555 |
||||
Current liabilities |
|||||||
Trade and other payables |
(111) |
(14) |
(43) |
||||
Total liabilities |
(111) |
(14) |
(43) |
||||
Net assets |
1,284 |
1,056 |
512 |
||||
Equity attributable to the owners of the parent: |
|||||||
Share premium |
6,124 |
3,616 |
3,616 |
||||
Retained deficit |
(4,840) |
(2,560) |
(3,104) |
||||
Total equity |
1,284 |
1,056 |
512 |
||||
Consolidated Statement of Changes in Equity
For the six months ended 31 October 2015
Share Premium |
Retained Deficit |
Total Equity |
|
US$’000 |
US$’000 |
US$’000 |
|
Balance at 1 May 2014 (audited) |
3,855 |
(3,023) |
832 |
Profit for the period |
– |
463 |
463 |
Total comprehensive income for the period |
– |
463 |
463 |
Transactions with equity owners of the parent |
|||
Share cancellation |
(239) |
– |
(239) |
Balance at 31 October 2014 (unaudited) |
3,616 |
(2,560) |
1,056 |
Loss for the period |
– |
(585) |
(585) |
Total comprehensive loss for the period |
– |
(585) |
(585) |
Transactions with equity owners of the parent |
|||
Share based payments |
– |
41 |
41 |
Balance at 30 April 2015 (audited) |
3,616 |
(3,104) |
512 |
Loss for the period |
– |
(1,890) |
(1,890) |
Total comprehensive loss for the period |
– |
(1,890) |
(1,890) |
Transactions with equity owners of the parent |
|||
Share based payments |
– |
154 |
154 |
Proceeds from share issue |
2,487 |
– |
2,487 |
Consideration shares |
194 |
– |
194 |
Share issue costs |
(173) |
– |
(173) |
Balance at 31 October 2015 (unaudited) |
6,124 |
(4,840) |
1,284 |
Consolidated Statement of Cash Flows
For the six months ended 31 October 2015
(Unaudited) 6 Months to 31 October 2015 |
(Unaudited) 6 Months to 31 October 2014 |
(Audited) 12 Months to 30 April 2015 |
|||
US$’000 |
US$’000 |
US$’000 |
|||
Cash flows from operating activities |
|||||
(Loss)/Profit for the period |
(1,890) |
463 |
(122) |
||
Adjustments for: |
|||||
Interest income |
(2) |
– |
(1) |
||
Interest expense |
5 |
– |
– |
||
Exchange differences |
46 |
58 |
39 |
||
Share based payment expense |
348 |
– |
41 |
||
Realised gain on sale of investments at fair value through profit or loss |
– |
– |
(219) |
||
Unrealised gain from financial assets at fair value through profit or loss |
– |
(682) |
– |
||
Changes in working capital: |
|||||
Change in trade and other receivables |
(12) |
19 |
9 |
||
Change in trade and other payables |
68 |
(33) |
(4) |
||
Net cash flows used in operating activities |
(1,437) |
(175) |
(257) |
||
Cash flows from investing activities |
|||||
Proceeds on sale of investments |
– |
397 |
551 |
||
Interest received |
2 |
– |
1 |
||
Net cash flows generated from investing activities |
2 |
397 |
552 |
||
Cash flows from financing activities |
|||||
Interest expense paid |
(5) |
– |
– |
||
Proceeds from issue of ordinary shares |
2,487 |
– |
– |
||
Cost of share issue |
(173) |
– |
– |
||
Net cash flows from financing activities |
2,309 |
– |
– |
||
Net increase in cash and cash equivalents |
874 |
222 |
295 |
||
Cash and cash equivalents at start of period |
354 |
97 |
97 |
||
Effect of exchange rate fluctuations on cash balances |
(46) |
– |
(38) |
||
Cash and cash equivalents at end of period |
1,182 |
319 |
354 |
Notes to the consolidated interim financial information
For the six months ended 31 October 2015
1. General information
The Company was incorporated on 19 September 2006 in the Isle of Man as a public limited company. The address of its registered office is IOMA House, Hope Street, Douglas, Isle of Man. The Company is listed on the AIM of the London Stock Exchange.
Clean Energy Brazil plc re-registered under the 2006 Isle of Man Companies Act and changed its name to CEB Resources plc on 29 November 2013 and again to Andalas Energy and Power plc on 2 December 2015.
2. Basis of preparation
Andalas Energy and Power plc (the “Company”) is presenting unaudited financial statements as of and for the six months ended 31 October 2015. The consolidated interim financial statements of the Company for the six months ended 31 October 2015 comprise the result of the Company and its wholly owned subsidiary (together referred to as the “Group”).
The consolidated interim financial information for the period 1 May 2015 2015 to 31 October 2015 is unaudited. The comparatives for the full year ended 30 April 2015 do not represent the Company’s full accounts for that year although they were derived from them. The auditor’s report on those financial statements was unqualified. It does not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2015 Annual Report.
The financial information contained in this interim report does not constitute full accounts, which are available from the company’s website www.andalasenergy.co.uk. The annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards as adopted by the European Union (“IFRS”). The consolidated interim financial statements have been prepared using the accounting policies which will be applied in the Group’s financial statements for the year ended 30 April 2016. As allowed under the AIM rules the consolidated financial information has not been prepared in accordance with IAS 34.
The same accounting policies, presentation and methods of computation are followed in the interim consolidated financial statements as were applied in the Group’s latest annual audited financial statements except that in the current financial year, the Group has adopted a number of revised Standards and Interpretations. However, none of these has had a material impact on the Group’s reporting. In addition, the IASB has issued a number of IFRS and IFRIC amendments or interpretations since the last annual report was published. It is not expected that any of these will have a material impact on the Group but the Group continue to assess the potential implications of IFRS 9.
The interim consolidated financial statements were approved by the board and authorised for issue on 26 January 2016.
3. Investments at fair value through profit or loss
31 October 2015 |
31 October 2014 |
30 April 2015 |
|
US$’000 |
US$’000 |
US$’000 |
|
Fair value at beginning of period |
179 |
751 |
751 |
Investments received as consideration |
– |
1,099 |
1,099 |
Sale of investments |
– |
(955) |
(1,890) |
Realised price movement on fair value of investments |
– |
– |
219 |
Unrealised price movement on fair value of investments |
– |
(157) |
– |
Fair value at period end |
179 |
738 |
179 |
On 18 December 2013 the Company entered an Option Agreement with ASX-listed company Balamara to farm into its Peelwood concession located in NSW, Australia. Under the agreement the Company, could earn into 49% of Peelwood. This option was partly exercised on 28 January 2014 earning the Company 20% of the concession at a cost of AUD 200,000 or US$179,000. Further rights to exercise options have now lapsed. The investment remains valued at the cost of AUD at the year-end, being the Directors best estimate of fair value.
4. (Loss)/Earnings per share
The basic and diluted (Loss)/Earnings per share is calculated by dividing the (loss)/profit for the period attributable to ordinary shareholders by the weighted average number of shares outstanding during the period:
6 months ended 31 October 2015 |
6 months ended 31 October 2014 |
Year ended 30 April 2015 |
|
(Loss)/Earnings attributable to ordinary shareholders of the Company ($’000s) |
(1,890) |
463 |
(122) |
Weighted average number of shares in issue (‘000s) |
637,033 |
239,381 |
238,480 |
Basic (loss)/earnings per share |
($0.003) |
$0.002 |
($0.001) |
In accordance with International Accounting Standard 33 ‘Earnings per share’, no diluted earnings per share is presented as the Group is loss making.
5. Related party transactions
6 months ended 31 October 2015 US$’000 |
6 months ended 31 October 2014 US$’000 |
Year ended 30 April 2015 US$’000 |
|
Corsair Petroleum (Singapore) Pte Ltd |
– |
– |
– |
– |
– |
– |
On 5 June 2015, Andalas and Corsair entered into an agreement (“Assignment”) pursuant to which Andalas agreed, amongst other things, to undertake and fund due diligence in respect of certain oil and gas concessions in Indonesia with a view to making an investment. Initially, for administrative convenience, Andalas and Corsair agreed to structure the funding of the due diligence expenditures as loans (“Loans”) to Corsair and, accordingly, advances pursuant to that arrangement were made on 8 May (US$25,000), 10 June (US$250,000) and 15 July 2015 (US$225,000).
On 19 August 2015, Andalas incorporated a subsidiary, Corvette Energy (Singapore) Pte Ltd (“Corvette”). On 26 January 2016, Andalas, Corsair and Corvette entered into a novation agreement pursuant to which the Loans were extinguished and the benefit of the loaned moneys was transferred to Corvette with effect from 30 October 2015.
6. Share based payment
The following is a summary of the share options and warrants outstanding and exercisable as at 31 October 2015, 30 April 2015 and 30 April 2014 and the changes during each period:
Number of options and warrants |
Weighted average exercise price (Pence) |
|
Outstanding and exercisable at 1 May 2014 and 31 October 2014 |
43,250,464 |
1.389 |
Options granted to Directors |
20,000,000 |
0.175 |
Options granted to consultants |
5,000,000 |
0.175 |
Outstanding and exercisable at 30 April 2015 |
68,250,464 |
0.945 |
Options granted as consideration |
34,344,865 |
0.400 |
Outstanding and exercisable at 31 October 2015 |
102,595,329 |
0.762 |
The above has been expressed in pence and not cents due to the terms of the options and warrants. The following share options or warrants were outstanding and exercisable in respect of the ordinary shares:
Grant Date |
Expiry Date |
1 May and 31 October 2014 |
Issued |
30 April 2015 |
Issued |
31 Oct 2015 |
Exercise Price |
Warrants |
|||||||
07.12.2013 |
07.12.2018 |
10,839,750 |
– |
10,839,750 |
– |
10,839,750 |
2.00 p |
24.01.2014 |
24.01.2019 |
26,410,714 |
– |
26,410,714 |
– |
26,410,714 |
1.00 p |
Options |
|||||||
07.12.2013 |
07.12.2018 |
6,000,000 |
– |
6,000,000 |
– |
6,000,000 |
2.00 p |
04.02.2015 |
04.02.2017 |
– |
25,000,000 |
25,000,000 |
– |
25,000,000 |
0.175p |
05.06.2015 |
05.06.2018 |
– |
– |
– |
34,344,865 |
34,344,865 |
0.40p |
43,250,464 |
25,000,000 |
68,250,464 |
34,344,865 |
102,595,329 |
The new options and warrants have been valued using the Black-Scholes valuation method and the assumptions used are detailed below. The expected future volatility has been determined by reference to the historical volatility:
Grant date |
Share price at grant |
Exercise price |
Volatility |
Option life |
Dividend yield |
Risk-free investment rate |
Fair value per option |
||
Current period |
|||||||||
05-06-15 |
0.4p |
0.4p |
124% |
3 years |
0% |
3% |
0.448 cents |
||
Prior period |
|||||||||
04-02-15 |
0.175p |
0.175p |
119% |
2 years |
0% |
2.5% |
0.162 cents |
||
The Group recognised $153,954 (30 April 2015: $40,509, 31 October 2014: $Nil) relating to equity-settled share based payment transactions during the period arising from Option or Warrant grant, of which $153,954 (30 April 2015: $Nil, 31 October 2014: $Nil) was expensed as a pre-licence acquisition cost with $Nil being expensed in relation to Directors and consultants services (30 April 2015: $40,509, 31 October 2014: $Nil) There are no unvested options at the period end therefore a further $Nil (30 April 2015: $Nil, 31 October 2014: $Nil) is to be recognised in the subsequent financial period, in relation to the above issue of options. Note 7 includes details of additional share consideration paid in the period.
For the share options and warrants outstanding as at 31 October 2015, the weighted average remaining contractual life is 2.52 years (30 April 2015: 2.98 years, 31 October 2014: 4.18 years).
7. Share capital
All shares are fully paid and each ordinary share carries one vote. No warrants have been exercised at the reporting date.
Allotted, called-up and fully paid: |
Number |
Pence per share |
Share premium $’000s |
Balance at 30 April 2014 |
252,714,627 |
3,855 |
|
14/07/2014 – Share Cancellation* |
(20,000,000) |
0.715 |
(239) |
Balance at 31 October 2014 |
232,714,627 |
3,616 |
|
14/04/2015 – YAGM settlement* |
29,182,675 |
0.167 |
– |
Balance at 30 April 2015 |
261,897,302 |
3,616 |
|
06/05/2015 – equity placing |
50,000,000 |
0.200 |
152 |
Cost of issue |
– |
– |
(9) |
05/06/2015 – equity placing |
375,000,000 |
0.400 |
2,335 |
Cost of issue |
– |
– |
(164) |
11/06/2015 – consideration shares* |
31,250,000 |
0.400 |
194 |
Balance at 31 October 2015 |
718,147,302 |
6,124 |
On 11 June 2015 the Company issued 31,250,000 shares as consideration to Corsair for the assignment to Andalas of an interest in certain opportunities in Indonesia, the consideration was valued at 0.4pence per share and the amount expensed totalled $194,125. The Company has the obligation to issue a further 93,750,000 shares subject to further milestones being achieved but as at the reporting date the Company had not recorded these as a liability. On 14 July 2014 the Company sold its investment in Carbon Investments to Balamara in conjunction with this the 20,000,000 ordinary shares previously issued were cancelled and returned to the Company.
* Non-cash item per the consolidated cash flow statement
8. Events after the reporting date
On 24 December 2015 the Company announced that it had signed an exclusivity agreement with BUMD PT Riau Petroleum to negotiate a joint venture to seek to acquire an interest in the producing Siak PSC, Indonesia.