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Multichannel Podcast – Brand Comms CEO Alan Green talks to Simon Gorringe, CEO of Andalas Energy & Power #ADL

Multichannel Podcast – Brand Comms CEO Alan Green talks to Simon Gorringe, CEO of Andalas Energy & Power #ADL. The interview is conducted over Skype with Simon at the offices in Jakarta. Simon talks about his background, his 40 years of industry experience and the projects currently underway at Andalas. He discusses his plans for additional upstream projects and answers some of the questions posted by shareholders, including how he plans to restore shareholder confidence, how the company will deal with the convertible loan note, the recent board changes and the relationship with Corsair Petroleum. This is the first in a series of regular podcasts planned for the current year.

Andalas Energy & Power (ADL) – Final Results

Andalas Energy and Power Plc, the AIM listed Indonesian focused energy company (AIM: ADL), is pleased to announce its results for the year ending 30 April 2017. The Annual Report and Accounts will be posted to shareholders and will be made available on the Company’s website: http://www.andalasenergy.co.uk.

Highlights:

  • Two agreements secured for the development of wellhead IPP projects with major partners:
    • October 2017 entered into a memorandum of understanding with PT Pertamina Power Indonesia and Siemens AG for the development of a further wellhead IPP project at the Puspa gas field in Sumatra
    • August 2017 entered into consortium agreement with PT PP Energi for the development of a wellhead IPP in Sumatra known as Jambi-1
  • Pipeline of further potential projects identified with both Pertamina and third-parties across Indonesia that is expected to be suitable for development as a wellhead IPP.
  • Board changes announced today reflecting the change from business development to operational delivery.

CHAIRMAN’S REPORT

Andalas’ vision is to be the leading developer of wellhead located, independent power producers (“wellhead IPPs”) in our target market of Indonesia.  We aim to secure low cost, reliable and sustainable gas supplies and to deliver low-cost, reliable and sustainable power from wellhead IPPs in a way that adds value to all stakeholders.

Our strategy is to:

•              identify and secure gas resources suitable for supplying gas to a wellhead IPP;

•              create a buyer for those gas resources by developing wellhead IPPs;

•              acquire and develop gas resources as part of an integrated upstream and IPP project if it enables the IPP project to proceed, or de-risks delivery of the gas to the IPP or enhances returns to Andalas; and

•              sell interests in the IPPs and the upstream developments.

Andalas is making material progress in delivering this strategy.

In August 2017, Andalas announced that it had executed a consortium agreement with PT PP Energi (“PPE”), a subsidiary of the state-owned enterprise, PT PP (Persero) Tbk, for the development of a wellhead IPP in Sumatra known as Jambi-1 and in October 2017 announced it had entered a memorandum of understanding with PT Pertamina Power Indonesia (“PPI”), a wholly owned subsidiary of the state-owned oil company, PT Pertamina (Persero) (“Pertamina”), and Siemens AG for the development of a further wellhead IPP at the Puspa field also in Sumatra.

These agreements are the culmination of a considerable amount of work undertaken by Andalas to identify gas resources suitable for development as wellhead IPPs.  This work has been undertaken more recently in conjunction with PT Pertamina EP, another wholly owned subsidiary of Pertamina, and will continue as we seek to identify further IPP projects.  These agreements are expected to enable the project partners to undertake the further work required to bring the projects to first power.

In addition, the Company is continuing to progress wellhead IPP and associated upstream opportunities operated by non-Pertamina third parties.

The board believes that Indonesia presents an excellent opportunity for Andalas.  Indonesia’s power generation infrastructure will need substantial investment if it is not to inhibit Indonesia’s economic growth.  The current generation capacity of approximately 55.5 GW is insufficient to meet the demand for electricity from all sectors of Indonesia’s growing population and its buoyant manufacturing industries.

The Government has announced ambitious electrification targets.  To achieve these targets, the national electricity company, PT Perusahaan Listrik Negara (“PLN”) and the independent power producers will need to construct material additional generating capacity.  PwC estimates in its “Power in Indonesia” guide that this will require further investment of US$110 billion and that, over the next 10 years, the private sector will play a significant in the Indonesian power sector.

The Government’s legislative initiatives continue to promote investment in the sector.  In July 2017 the Minister of Energy and Mineral Resources issued regulation number 45 of 2017 which promotes the development of generating capacity situated at the wellhead by defining the conditions which a project must meet in order to permit PLN to procure the generating capacity by direct appointment rather than public tender.

Overview of the year and financial review

The Group made a loss for the year US$4,601,000 (2016: US$4,673,000), including significant expenditure incurred in pursuing the Group’s strategy in Indonesia that has been categorised as business development costs totalling US$2,481,000 (2016: US$3,195,000).

This work included the completion of a comprehensive analysis of potential gas fields that could be suitable for an integrated gas to power development.  The due diligence work delivered the Pertamina

cooperation agreement in September 2016 and furthermore the work undertaken on the potential gas supplies in Indonesia culminated in the identification of the first potential project, that envisaged sourcing gas from fields included within the Pertamina owned MJ Cluster.

During the period the Group incurred US$173,000 (2016: US$Nil) (included within the business development cost in the period) in respect of the Tuba Obi East (“TOE”) planned workover programme.  In April 2017 the project was returned to Pertamina by the operator upon expiry of the KSO licence.  TOE now comprises part of the MJ Cluster and is under consideration for further development.  Andalas believes that developing TOE as part of the MJ Cluster is likely to lead to a better outcome for the Company because it enables a larger integrated project and puts the development of the upstream element in the hands of Pertamina, which has the resources and technical capability to fully develop it.

During the period and principally in conjunction with the readmission to AIM on 13 May 2016, the Company issued a total of 1,775,020,674 shares at a price of 0.2 pence in settlement of the convertible loan note (£600,000 (US$856,000)), settlement of certain share issue costs and corporate finance fees and a further placing to raise cash of £1.72million (US$2.513million).

The period under review also included a number of one-off expenses relating to the readmission of the Company to AIM that completed in May 2016.  The loss, thereby, included a share based payment charge totalling US$464,000 (30 April 2016: US$347,000) in respect of consideration payable (included in business development costs) and US$446,000 (30 April 2016: US$Nil) relating to IPO costs expensed following the completion of the Company’s readmission to AIM in May 2016.  Adjusting for these one-off costs the Group generated a loss in the period of US$3,691,000 (2016: US$4,326,000), including all charges the loss for the period was US$4,601,000 (30 April 2016: US$4,673,000).

The Group held a cash balance of US$8,000 at 30 April 2017 (US$290,000 at 30 April 2016).  In addition the Company had trade and other payables of US$1,546,000 at 30 April 2017 (US$1,799,000 at 30 April 2016), included in this amount is a total of US$1,261,000, (2016: US$Nil) of payables totalling US$461,000 (2016: $Nil) to Directors, US$395,000 (2016: US$Nil) due to key consultants and US$405,000 (2016: US$Nil) due to third parties, where each party has either agreed to either receive equity settlement or cash at such time as the Company has greater cash resources at its disposal.

Since the year end the Company has strengthened its balance sheet having raised a total of US$2.2m (£1.65m) and it has now fully settled the loan note liability (yearend balance $649,000).  The key stakeholders believe in the future of the Company and the opportunities that the Company is developing, accordingly they recognise that preserving its cash whilst continuing to make operational progress is the best way to secure the long term supportive capital that the Company will require to fully realise its strategy.

The Company’s principal cost is its people, therefore to preserve cash the Company’s Directors and key consultants (“key stakeholders”) continued post year end to receive no or partial remuneration.  The agreement of the key stakeholders to defer all or part of their remuneration alongside the support of existing shareholder has been vital whilst Andalas worked to secure the recently announced operational achievements; this support is expected to continue as the Company progresses its project offering.  Eventually the outstanding remuneration to key stakeholders will either be settled in part or in full in exchange for equity and/or it will be deferred until such time as the Company is generating cash flow or has sufficient resources to afford settlement in part or in full.

The Directors believe that the establishment of the two project development agreements, the first with PPE and the second with PPI and Siemens, alongside the deep inventory of project opportunities that the Group has developed with Pertamina and third parties, has created a platform to make Andalas successful.

The Group actively explores financing and funding opportunities at both the project and corporate level to support its ongoing operational and project requirements.  Naturally we are disappointed that we have to date been unable to secure sufficient equity to meet the Company’s investment objectives over a longer time horizon.  However, notwithstanding the capital raising challenges of the past year, the Directors remain confident that the significance of the opportunity being pursued, together with the current and expected material progress in creating two project consortiums with strong partners, will enable the Group to raise the financing required for it to be able to finance its future working capital and development cost requirements beyond the period of twelve months from the date of this report.

Board changes

In securing agreements with credible partners in Indonesia, we believe we are transitioning from a Company that has been focussed on business development to a Company focussed on project execution.   Today we therefore announce changes to our board.   Having now secured PPE, PPI and Siemens as partners, I intend to step down as Chairman with immediate effect to be replaced by David Whitby, who will lead the Company’s efforts in maintaining and strengthening its relationships with our core partners.   Alongside this Dr Robert Arnott will assume the role of senior non-executive Director.

We also announce that Simon Gorringe, formerly COO, has been appointed CEO, Simon’s experience and track record of delivering international energy projects makes him the ideal candidate to lead the next phase of the Company’s journey.

Outlook

We believe that we have a business that is now entering an exciting period as we seek to execute the work necessary for each of the Company’s projects to reach final investment decision (“FID”), a process against which we continue to announce progress.  Furthermore the Company anticipates growing the number of projects under development steadily as it converts its opportunity pipeline into live projects.

Paul Warwick

Non-Executive Chairman

30 October 2017

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 30 APRIL 2017

Note  2017
$’000s
 2016
$’000s
Impairment of financial assets 10 (179)
Asset evaluation and gas to power expenses 4 (2,481) (3,195)
Readmission costs 4 (446)
Other administrative expenses 4 (1,390) (970)
Total administrative expenses 4 (4,317) (4,344)
Operating loss (4,317) (4,344)
Finance income 3 4
Finance costs 3 (284) (333)
Loss before tax (4,601) (4,673)
Tax expense 9
Loss after tax attributable to owners of the parent (4,601) (4,673)
Total comprehensive loss for the year attributable to owners of the parent (4,601) (4,673)
Basic and diluted loss per share attributable to owners of the parent during the year (expressed in US cents per share)

(0.19)

(0.69)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 30 APRIL 2017

Note  2017
$’000s
2016
$’000s
Assets
Non-current assets
Financial assets at fair value through profit or loss 10
Total non-current assets
Current assets
Other receivables 11 158 885
Cash and cash equivalents 8 290
Total current assets 166 1,175
Total assets 166 1,175
Liabilities
Current liabilities
Trade and other payables 12 (1,546) (1,799)
Borrowings 15 (649) (876)
Total liabilities (2,195) (2,675)
Net (liabilities) (2,029) (1,500)
Equity attributable to the owners of the parent
Share premium 14 10,084 6,124
Accumulated deficit (12,113) (7,624)
Total (deficit) (2,029) (1,500)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 30 APRIL 2017
 Share premium Accumulated
deficit
Total
equity
$’000s $’000s $’000s
Balance at 1 May 2015 3,616 (3,104) 512
Loss for the year (4,673) (4,673)
Total comprehensive income (4,673) (4,673)
Transactions with equity shareholders of the parent
Proceeds from shares issued 2,681 2,681
Cost of share issue (173) (173)
Share warrants issued 153 153
Balance at 30 April 2016 6,124 (7,624) (1,500)
Loss for the year (4,601) (4,601)
Total comprehensive income (4,601) (4,601)
Transactions with equity shareholders of the parent
Proceeds from shares issued 2,513 2,513
Share based payments and other share issues 1,749 1,749
Settlement of loan note 856 856
Cost of share issues (1,158) (1,158)
Share warrants issued 112 112
Balance at 30 April 2017 10,084 (12,113) (2,029)

 

CONSOLIDATED CASH FLOW STATEMENT

YEAR ENDED 30 APRIL 2017

Note 2017
$’000s
2016
$’000s
Cash flows from operating activities:
Net loss for the year (4,601) (4,673)
Adjustments for:
Share-based payment 464 527
Finance cost 3 284 333
Finance income 3 (4)
IPO costs 230
Unrealised loss/ (gain) from financial assets at fair value        through profit or loss 179
Change in working capital items:
 Decrease/(Increase)  in other receivables 11 619 (863)
Increase in trade and other payables 12 294 1,576
Net cash used in operations (2,710) (2,925)
Cash flows from investing activities
Finance income 3 4
Net cash from investing activities 4
Cash flows from financing activities
Proceeds from issue of share capital 14 2,513 2,487
Share issue costs 14 (495) (173)
Proceeds from borrowings 15 502 704
Cost of borrowings 15 (37) (87)
Finance costs (7) (10)
Net cash generated by financing activities 2,476 2,921
Net decrease in cash and cash equivalents (234)
Cash and cash equivalents, at beginning of the year 290 354
Effect of foreign exchange rate changes 3 (48) (64)
Cash and cash equivalents, at end of the year 8 290

Major Non Cash Transactions

Details of major non-cash transactions are described in note 13 share based payments, in note 14 share capital and note 15 borrowings.

NOTES TO FINANCIAL STATEMENTS

YEAR ENDED 30 APRIL 2017

1.            General information

The principal activity of Andalas Energy and Power PLC (‘the Company’) during the year was as an energy business focussed on the Republic of Indonesia.  As at the year end, the Company was domiciled in the Isle of Man and listed on the AIM market of the London Stock Exchange.

2.           Summary of significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. The Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards IFRSs and IFRIC interpretations, issued by the International Accounting Standards Board (IASB) as endorsed for use in the EU (‘IFRSs’) and those parts of the Isle of Man company law that are applicable to companies that prepare their financial statements under IFRS.

The financial information for the years ended 30 April 2017 and 30 April 2016 does not constitute statutory accounts but is extracted from the audited accounts for those years. The auditor’s report on the 30 June 2016 financial statements was unqualified.  The auditor’s report on the 30 June 2017 financial statements was unqualified although an emphasis of matter was included in the accounts to draw attention to going concern.

The financial statements have been prepared on a going concern basis. The Company raises money to support its corporate overheard, its operations and capital projects as and when required. The Group requires additional funding to meet its daily working capital needs, to settle its outstanding liabilities and in order to fund the development of its projects. As additional funding is required in order to settle outstanding liabilities, to meet on going working capital needs and to raise finance to fund project development there can be no assurance that the Group’s projects will be developed in accordance with current plans or completed on time or to budget. Therefore future work on the development of the Group’s projects and financial returns arising therefrom may be adversely affected by factors outside the control of the Group which are inherently linked to the availability of funding for the Group.

The Directors remain confident that the potential income stream from the development of its independent power projects and its agreements to develop projects under two consortiums, the continued deferral of remuneration by the Directors and senior consultants, together with the Directors historic ability to raise additional funds will enable the Group to settle its outstanding liabilities, finance its future working capital and fund the development cost requirements of its projects beyond the period of twelve months from the date of approval of this report. However, there are no confirmed funding arrangements in place at present; as such there can be no guarantee that the required funds to settle current liabilities, meet future working capital requirements and fund future development costs will be available to the Group within the necessary timeframe. Consequently a material uncertainty exists that may cast significant doubt on the Group’s ability to fund this cash shortfall and therefore be able to meet its commitments and discharge its liabilities in the normal course of business for a period not less than twelve months from the date of approval of these financial statements. The financial statements do not include the adjustments that would result if the Group were unable to continue in operation.

3.                            Finance income and Finance costs

Year ended 30 April 2017 Year ended 30 April 2016
Finance income $’000 $’000
Income on cash and cash equivalents 4
4

 

Finance expense $’000 $’000
Bank charges and finance expense on borrowings 173 236
Foreign exchange loss 111 97
284 333

4.                            Administration expenses

Administration fees and expenses consist of the following:

2017 2016
$’000 $’000
Audit fees 34 20
Professional fees 360 306
Administration costs 42 34
Share based payment expense (Note 7) 180
Sundry expenses 26 60
Directors’ fees (Note 7) 928 370
Total corporate overhead 1,390 970
Sundry expenses 44
Office costs 80 40
Professional fees 51 68
Consulting expenses 1,439 2,051
Travel and accommodation 447 645
Share based payment expense (Note 13 and 14) 464 347
Asset evaluation and gas to power business expenses 2,481 3,195
Readmission costs 446
Impairment – Peelwood (Note 10) 179
Total 4,317 4,344

Share based payment expense includes $112,457 (2016: Nil) relating to options granted to advisors as described in note 13 and $351,040 (2016: Nil ) relating to the issue of shares in settlement of Corsair carried interest as described in note 14 and $Nil (2016: $347,000) relating to option charge and shares granted under Corsair assignment agreement as disclosed in the prior year notes 13 and 14.

5.                            Segmental analysis

In the opinion of the Directors, the operations of the Group comprise one single operating segment comprising that of developer of gas to power projects in the Republic of Indonesia.  The Group only has one reportable segment and the Directors consider that the primary financial statements presented substantially reflect all the activities of this single operating segment.

6.                            Loss per Share

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

2017
$’000s
2016
$’000s
Loss attributable to owners of the Group (4,601) (4,673)
Weighted average number of ordinary shares in issue (thousands) 2,420,989 678,188
Loss per share (US cents) ($0.19) ($0.69)

In accordance with International Accounting Standard 33 ‘Earnings per share’, no diluted earnings per share is presented as the Group is loss making.  Details of potentially dilutive share instruments are detailed in notes 13, 14 and 15.  Details of shares issued post year end are disclosed in note 19.

7.                            Staff Costs (including Directors)

The group employed an average of 6 individuals during the year, including the directors (2016: 3).

2017 2016
$’000 $’000
Directors’ remuneration 928 370
Share based payments 180
928 550

Key management of the Group are considered to be the Directors and the remuneration of those in office during the year was as follows:

Short term employee benefits Social security payments Total
2017
Short term employee benefits Share based payments Total
2016
$’000 $’000 $’000 $’000 $’000 $’000
David Whitby  (2) 240 240 263 74 337
Paul Warwick (1) 60 8 68 24 24
Daniel Jorgensen (1) 180 25 205 82 82
Ross Warner (2) 180 180
Simon Gorringe (2) 180 180
Graham Smith (1) 13 13
Robert Arnott (1) 37 5 42
Cameron Pearce (3) 89 89
Jeremy King (3) 18 18
Total Key Management 890 38 928 370 180 550

 

Analysis of contractual entitlement:
Cash settled in period 459 459 370 370
Outstanding at year end 431 38 469 180 180
Total Key Management 890 38 928 370 180 550

(1) Certain Directors elected to defer settlement of 100% of their 2017 salary during the year.

(2) Certain Directors elected to defer settlement of 25% of their 2017 salary during the year.

(3) Resigned 8 December 2015

As at the 30 April 2016 the Company had agreed, that subject to shareholder approval, it would issue shares equivalent to the share based payments disclosed above, at a price of 0.2pence per share.  On 13 May 2016 the resolutions were passed and the shares were issued as disclosed in note 14.

8.                   Financial Risk Management

The Group’s activities expose it to a variety of financial risks: market risk (including foreign currency exchange risk, price risk and interest rate risk), credit risk and liquidity risk. The Board of Directors seek to identify and evaluate financial risks.

Market risk

(a)          Foreign currency exchange risk

Foreign exchange risk arises because the Group entities enter into transactions in currencies that are not the same as their functional currencies, resulting in gains and losses on retranslation into US Dollars. It is the Group’s policy to ensure that individual Group entities enter into local transactions in their functional currency wherever possible and that only surplus funds over and above working capital requirements should be transferred to the treasury of the Parent Company. The Group and Company considers this policy minimises any unnecessary foreign exchange exposure.   Despite this policy the Group cannot avoid being exposed to gains or losses resulting from foreign exchange movements, at the reporting date a 10% increase (decrease) in the strength of the US Dollar would result in a corresponding reduction of $160,000 (2016: $179,000) in the net liabilities of the Group.

(b)     Cash flow interest rate risk

The Group’s cash and cash equivalents are invested at short term market interest rates. As market rates are low the Group is not subject to significant cash flow interest rate risk and no sensitivity analysis is provided.  The Group is also not subject to significant fair value interest rate risk.   No interest rate sensitivity has been presented in respect of the outstanding convertible loan note as it is considered not material.

  1. Financial Risk Management (continued)
2017 2016
$’000 $’000
Cash & Cash Equivalents
USD 7 99
GBP 1 191
8 290
Total  Financial Assets 8 290
Borrowings
GBP 649 876
649 876
Trade & other payables
USD 683 881
AUD 86
GBP 758 918
Other 19
1,546 1,799
Total  Financial Liabilities 2,195 2,675

 

(c)           Credit risk

Credit risk arises on investments, cash balances and receivable balances. The amount of credit risk is equal to the amounts stated in the Statement of Financial Position for each of these assets. Cash balances and transactions are limited to high-credit-quality financial institutions.  There are no impairment provisions as at 30 April 2017 (2016: nil).

Credit risk also arises from cash and cash equivalents. The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk. The Group will only keep its holdings of cash and cash equivalents with institutions which have a minimum credit rating of ‘B’.

(d)           Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Group has adopted a policy of maintaining surplus funds with approved financial institutions.

Management of liquidity risk is achieved by monitoring budgets and forecasts against actual cash flows.   Where the Group entered into borrowings during the year management monitor the repayment and servicing of these arrangements against the contractual terms and reviewed cash flows to ensure that sufficient cash reserves were maintained.   Further detail on liquidity risk is set out in note 2.7

Residual undiscounted contractual maturities of financial liabilities:

0-3 months No stated maturity
$’000 $’000
30 April 2017
Trade and other payables 1,546
Borrowings 726
Total 2,272
30 April 2016
Trade and other payables 1,799
Borrowings 876
Total 1,799 876

Capital Risk Management

The Directors determine the appropriate capital structure of the Group, specifically, how much is raised from shareholders (equity) and how much is borrowed from financial institutions (debt), in order to finance the Group’s business strategy.

The Group’s policy in the long term is to seek to maintain the level of equity capital and reserves is to maintain an optimal financial position and gearing ratio which provides financial flexibility to continue as a going concern and to maximise shareholder value.  The capital structure of the Group consists of shareholders’ equity together with net debt (where relevant). The Group’s funding requirements are met through a combination of debt, equity and operational cash flow. As at 30 April 2017 the Group was in a net liability position, since the year end the Group settled the outstanding loan note and raised further equity as described in note 19.

9.       Taxation

The Company is resident for tax purposes in the Isle of Man and is subject to Isle of Man tax at the current rate of 0% (2016: 0%).  The Company has a subsidiary in Singapore and also has an investment in Peelwood Pty Ltd (a company resident in Australia) will be subject to tax on distributions and gains levied by those jurisdictions.

2017
$’000
2016
$’000
Current tax charge
Deferred tax charge
Total taxation charge

Taxation reconciliation

The charge for the year can be reconciled to the loss per the consolidated statement of comprehensive income as follows:

2017 2016
$’000 $’000
Loss before income tax (4,601) (4,673)
Tax on loss at the weighted average Corporate tax rate of 0% (2016: 0%)
Total income tax expense

The deferred tax asset has not been recognised for in accordance with IAS 12.  The Group does not have a material deferred tax liability at the year end.

  1. Financial assets at fair value through profit or loss
30 April
2017
30 April 2016
US$’000 US$’000
Fair value at beginning of year 179
Impairment (179)
Fair value at year end                 –

On 18 December 2013 the Company entered an Option Agreement with ASX-listed Company Balamara Resources 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 was provided for in full during the prior year.

a)         Fair value estimation

Financial instruments held by the Group carried at fair value comprise one unquoted investment, valued in accordance with the accounting policy set out in Note 2.9.

The Group measures fair value by using the following fair value hierarchy:

Level 1:  Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2:  Inputs other than quoted prices included within level 1 that are observable for the asset or liability either directly (that is, as prices) or indirectly (that is, derived from prices); and

Level 3:  Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The fair value of financial instruments that are not traded in an active market is determined using valuation techniques.  These valuation techniques maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates. Where investments have recently been made the cost of the transaction is deemed the best evidence of market value in the absence of any significant changes. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2; otherwise they are classified as level 3.

All the Group’s investments are included within level 3 and are designated financial assets at fair value through profit or loss:

Level 3 inputs

The following table gives information about how the fair values of Group’s investments are determined (in particular, the valuation techniques and inputs used).

Assets and liabilities Nature of investment Fair value as at 30 April 2017 Fair value as at 30 April 2016 Valuation techniques and key inputs Significant unobservable input
Financial assets at fair value through profit or loss 20% of equity investment in Peelwood Pty Ltd USD Nil USD Nil Purchase price and market knowledge Expected realisable value from sale

The Directors have considered the carrying value of the Peelwood interest and have decided to provide against it in full being their estimated realisable value from sale.

11.               Other receivables

2017 2016
$’000 $’000
Other receivables and prepayments 158 885

The fair values are as stated above equate to their carrying values as at the year end.  The financial assets were not past due and were not impaired and were all denominated in US$.  Included in other receivables and prepayments is an amount of $Nil (2016: $698,760) in connection with prepaid expenses relating to the publication of the AIM re-admission document.

12.   Trade and other payables

2017 2016
$’000 $’000
Trade payables 1,012 1,202
Accruals and other payables 534 597
Trade payables and accruals 1,546 1,799

13.   Share based payments

The following is a summary of the share options and warrants outstanding and exercisable as at 30 April 2017 and 30 April 2016 and the changes during each year:

Number of options and warrants Weighted average exercise price (Pence)
Outstanding and exercisable at 1 May 2015 68,250,464 0.945
Options granted as consideration 34,344,865 0.400
Outstanding and exercisable at 30 April 2016 102,595,329 0.762
Options granted as consideration 66,666,666 0.220
Lapsed options (25,000,000) (0.175)
Outstanding and exercisable at 30 April 2017 144,261,995 0.612

The above weighted average exercise prices have 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
2015
Issued 30 April 2016 Issued Expired 30 April
2017
Exercise Price
Warrants
07.12. 13 07.12.18 10,839,750 10,839,750 10,839,750 2.00p
24.01.14 24.01.19 26,410,714 26,410,714 26,410,714 1.00p
13.05.16 13.05.21 42,000,000 42,000,000 0.20p
31.01.17 31.01.22 10,000,000 10,000,000 0.20p
31.01.17 31.01.22 8,000,000 8,000,000 0.25p
31.01.17 31.01.22 6,666,666 6,666,666 0.30p
Options
07.12.13 07.12.18 6,000,000 6,000,000 6,000,000 2.00p
04.02.15 04.02.17 25,000,000 25,000,000 (25,000,000) 0.175p
05.06.15 05.06.18 34,344,865 34,344,865 34,344,865 0.40p
68,250,464 34,344,865 102,595,329 66,666,666 (25,000,000) 144,261,995

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 year
13.05.16 0.2p 0.2p 124% 5 years 0% 3% 0.241 cents
31.01.17 0.14p 0.2p 40% 5 years 0% 3% 0.049 cents
31.01.17 0.14p 0.25p 40% 5 years 0% 3% 0.037 cents
31.01.17 0.14p 0.30p 40% 5 years 0% 3% 0.030 cents
Prior year
04.02.15 0.175p 0.175p 119% 2 years 0% 2.5% 0.162 cents
05.06.15 0.4p 0.4p 124% 3 years 0% 3% 0.244 cents

The Group recognised $112,457 (30 April 2016: $153,000) relating to equity-settled share based payment transactions during the year arising from Option or Warrant grants, of which $Nil (30 April 2016: $153,000) was expensed as a pre-licence acquisition cost in connection with the Corsair assignment agreement and with $Nil being expensed in relation to Directors and consultants services (30 April 2016: $Nil).  There are 103,034,596 of  unvested options at the year end, that are held by certain Directors and consultants, which vest in three equal tranches relating to acquiring an economic interest in a first concession, an interest in a second concession and gross production from its interest in projects exceeding 400BOPED. As the triggers for the grant of the tranches have not occurred at the reporting date no share based payment charge arises.  Note 14 includes details of additional share consideration paid in the year.

For the share options and warrants outstanding as at 30 April 2017, the weighted average remaining contractual life is 2.75 years (30 April 2016: 2.02 years).

On 13 May 2016 the Company issued one warrant for every four shares in issue at 11 May 2016.  Accordingly the Company issued 179,536,826 warrants on 13 May 2016 that were exercisable at 0.2pence per share on or before 31 May 2016.  Prior to maturity 12,007,661 warrants were exercised and issued on 31 May 2016 as disclosed in note 14.  The remainder lapsed.

Please refer to the Directors’ Report for details of shares, options and warrants held by the Directors at 30 April 2016 and 2017.  Details of warrants and options issued post year end are included in note 19.

14.   Share capital

All shares are Nil Coupon 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 2015 261,897,302 3,616
06/05/2015 – equity placing for cash  50,000,000 0.200 152
Cost of issue (9)
05/06/2015 – equity placing for cash  375,000,000 0.400 2,335
Cost of issue (164)
11/06/2015 – consideration shares* 31,250,000 0.400 194
Balance at 30 April 2016 718,147,302 6,124
13/05/2016 – equity placing for cash 825,000,000 0.200 2,405
13/05/2016 – equity placing with directors 25,000,000 0.200 73
Cost of issue (1,158)
13/05/2016 – loan note settlement* 300,000,000 0.200 856
13/05/2016 – share based payments*(2) 314,750,000 0.200 898
13/05/2016 – settlement of Director payables (1) 142,834,558 0.200 408
13/05/2016 – issue of shares in respect of Corsair settlement (2) 122,406,940 0.200 349
31/05/2016 – equity placing 12,007,661 0.200 34
07/07/2016 – share based payments*(3) 32,389,530 0.200 93
07/07/2016 – issue of Corsair settlement (4) 631,984 0.200 2
Balance at 30 April 2017 2,493,167,975 10,084

* Non-cash item per the consolidated cash flow statement.

  1. Issue of shares in settlement of brought forward amounts payable to Directors detailed in note 18.
  2. Issue of shares to advisors in relation to fees related to the equity placing and the readmission.
  3. Issue of shares in relation in relation to settlement of third party liabilities with shares in the company.
  4. Issue of shares in respect of the settlement of the Corsair carried interest as disclosed in the Companies admission document of 27 April 2016.

On 4 June 2015, the Company entered into an agreement (“the agreement”) with Corsair Petroleum (Singapore) Pte Ltd, (“Corsair”), which was a company in which each of David Whitby, Ross Warner and Simon Gorringe had a 25 per cent. beneficial interest.  Following the agreement, David Whitby, previously unconnected to the Company joined the board as Chief executive officer.  This arrangement established that Corsair would introduce oil and gas concessions in Indonesia to the Company and also set out the means by which Corsair was to be remunerated for this, which was as follows:

  • 31,250,000 Ordinary Shares to be issued on closing of the Assignment Agreement and 34,344,865 Corsair Options which vest on closing of the Assignment Agreement (issued on 06/05/2015)
  • 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 (together “the Milestones”); 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 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. (“carried right”)

On 27 April 2017 it was agreed with Corsair that the carried right arrangement was to be replaced by equity and subsequently on 13 May 2017 and 30 June 2017 the Company issued 123,038,924 (split 122,406,940 and 631,984).  Further details of these transactions can be found in the Company’s admission document dated 27 April 2016.

At the period end the Company continues to have the obligation under the original Corsair assignment agreement to issue a further 93,750,000 shares subject to the Milestones described above being achieved but as at the reporting date the Company had not recorded these as a liability.  Other than the Corsair consideration options (note 13) and the Corsair consideration shares there were no other obligations to Corsair at 30 April 2017.

Subsequent to the year end the Company issued further equity as described in note 19.

15.   Borrowings

Loan note Convertible Loan
2017 2016 2017 2016
$’000s $’000s $’000s $’000s
Brought forward 876
Converted into equity (856)
Drawdown  502 704
Costs of issue  (37) (87)
Imputed interest charge  166 229
Foreign currency effect 18 (20) 30
Carried forward 649 876

The principal terms and the debt repayment schedule of the Group’s unsecured loans and borrowings during the year were as follows:

Currency Interest rate Effective interest rate Date of maturity
Loan note GBP Nil coupon 89.06% 28.07.2017
Convertible loan notes GBP Nil coupon n/a No fixed maturity

16.   Capital Commitments

There were no capital commitments authorised by the Directors or contracted other than those provided for in these financial statements as at 30 April 2017 (30 April 2016: None).

17.   Ultimate Controlling party

As at the reporting date, the Directors have not identified an ultimate controlling party.

18.   Related party transactions

Details of Directors remuneration are disclosed in Note 7 Directors Remuneration. For details of any related party transactions entered into after the year-end please refer to Note 19 Subsequent Events.

As at 30 April 2017 the following balances were included in trade payables and were outstanding in respect of Directors remuneration or remuneration incurred prior to their appointment as a Director at the year end.

Outstanding at 30 April
2017
Outstanding at 30 April       2016
$’000 $’000
David Whitby 60 74
Paul Warwick 60 24
Daniel Jorgensen 180 82
Ross Warner (1) 45
Simon Gorringe (1) 45
Graham Smith (1) 4
Robert Arnott (1) 37
Total Key Management 431 180
  1. Not a Director in the prior year

During the period to 30 April 2017 Paul Warwick, Robert Arnott and Daniel Jorgensen did not receive any cash remuneration in the period.  The balances due to Daniel Jorgensen, Paul Warwick, Robert Arnott were accrued in accordance with their contracts pending full or partial conversion into equity at a future juncture.

The brought forward payable of $180,000 was in respect of remuneration earned whilst Directors.  On 13 May 2016, these brought forward payables were settled in full alongside $228,000 of services that were performed by the current Directors prior to their appointment to the board.  The total $408,000 was settled in full for shares issued at 0.2pence per share on completion of the readmission to AIM dated 13 May 2016.

Prior year disclosure

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.

19.    Events after the reporting date

On 23 May 2017, the Company announced a placing of 600,000,000 shares at a price of 0.1pence per share raising a total of £600,000, of which the Directors subscribed for 168,000,000 shares equating to £168,000.

On 31 July 2017, the Company agreed to extend the term of the loan note for a period of 31 days for a fee of £50,000 alongside the issue of 150,000,000 3 year warrants at a strike price of 0.1pence per share, which was repaid in cash alongside the £550,000 loan on 31 August 2017.

On 14 August 2017, the Company announced that it had conditionally raised £1,050,000 for a total of 1,615,384,615 shares at a price of 0.065pence per share; the first tranche (£585,000) was issued on 17 August 2017.

On 31 August 2017 the company issued the second tranche of 715,384,615 (£465,000) shares was issued and the Company settled the outstanding loan note of £600,000 as above.  Furthermore following the passing of the EMG resolutions the Company issued 161,538,462 5 year warrants to third parties in connection with the 14 August 2017 placing.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (‘MAR’).  Upon the publication of this announcement via a Regulatory Information Service (‘RIS’), this inside information is now considered to be in the public domain.

For further information, please contact:

David Whitby Andalas Energy and Power Plc Tel: +62 21 2783 2316
Sarah Wharry Cantor Fitzgerald Europe
(Nominated Adviser and Joint Broker)
Tel: +44 20 7894 7000
Jon Belliss Beaufort Securities Limited
(Joint Broker)
Tel: +44 20 7382 8415

Andalas Energy & Power (ADL) – Board and Management Changes

Andalas Energy and Power plc (AIM:ADL) is pleased to announce the following changes to its board and senior management.  The changes reflect the transition of the Company’s focus from business development to project execution.

Mr Paul Warwick will retire from his role as Chairman of the board.  Mr David Whitby will assume the role of Chairman, Dr Robert Arnott will be appointed senior non-executive director and Mr Simon Gorringe will become Chief Executive Officer.  The changes will take effect immediately.

The Company’s new Chairman, David Whitby, said “Andalas is moving into its next phase as an IPP developer.  Whilst the Company will continue its business development programme, the recent operational progress dictates that our day to day focus shifts to project execution.  As COO, Simon has been at the centre of the company’s business development initiatives and his experience and track record of delivering international energy projects, including Indonesian projects, makes him the ideal candidate to deliver Andalas’ next phase of development and ultimately first power.   

“On behalf of the board, I would like to extend our thanks to Paul for his service and much valued advice during his tenure as Chairman and wish him well in his future endeavours.”

Outgoing Chairman, Paul Warwick said “It has been a pleasure being a member of the board of Andalas. We had embarked on an ambitious journey, but we have delivered on our strategic intent of creating a company focussed on power opportunities in Indonesia with world class partners.  Dave has been essential to delivering Pertamina as our partner, which I believe is a unique achievement for a start-up and creates a great platform for the future, which he will continue to develop in his role as Chairman.  Simon is the right candidate to replace him as CEO, because he has the requisite skills and intimate understanding of our projects to drive the business forward as it focusses on project development.” 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (‘MAR’).  Upon the publication of this announcement via a Regulatory Information Service (‘RIS’), this inside information is now considered to be in the public domain.

For further information, please contact:

David Whitby Andalas Energy and Power Plc Tel: +62 21 2783 2316
Sarah Wharry Cantor Fitzgerald Europe
(Nominated Adviser and Joint Broker)
Tel: +44 20 7894 7000
Jon Belliss Beaufort Securities Limited
(Joint Broker)
Tel: +44 20 7382 8415

Andalas Energy and Power (ADL) – Re Director Shareholdings

Further to its announcement of 23 May 2017, the Company sets out below the PDMR notifications relating to the participation by certain of the Directors in the Placing in accordance with the requirements of the Market Abuse Regulation:

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Daniel Jorgensen
2 Reason for the notification
a) Position/status Finance Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ANDALAS ENERGY AND POWER PLC
b) LEI 213800TZWOYU7UFZ5V63
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of Nil par value
Identification code
b) Nature of the transaction Purchase of ordinary shares via a Placing
c) Price(s) and volume(s)
Price(s) Volume(s)
0.1 pence 31,000,000
d) Aggregated information N/A – single transaction
– Aggregated volume N/A – single transaction
– Price N/A – single transaction
e) Date of the transaction 22 May 2017
f) Place of the transaction London Stock Exchange (XLON)

 

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name David Whitby
2 Reason for the notification
a) Position/status CEO
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ANDALAS ENERGY AND POWER PLC
b) LEI 213800TZWOYU7UFZ5V63
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of Nil Par value
Identification code
b) Nature of the transaction Purchase of ordinary shares via a Placing
c) Price(s) and volume(s)
Price(s) Volume(s)
0.1 pence 42,000,000
d) Aggregated information N/A – single transaction
– Aggregated volume N/A – single transaction
– Price N/A – single transaction
e) Date of the transaction 22 May 2017
f) Place of the transaction London Stock Exchange (XLON)

 

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Paul Warwick
2 Reason for the notification
a) Position/status Non-Excutive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ANDALAS ENERGY AND POWER PLC
b) LEI 213800TZWOYU7UFZ5V63
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of Nil par value
Identification code
b) Nature of the transaction Purchase of ordinary shares via a Placing
c) Price(s) and volume(s)
Price(s) Volume(s)
0.1 pence 15,000,000
d) Aggregated information N/A – single transaction
– Aggregated volume N/A – single transaction
– Price N/A – single transaction
e) Date of the transaction 22 May 2017
f) Place of the transaction London Stock Exchange (XLON)

 

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Ross Warner
2 Reason for the notification
a) Position/status EXECUTIVE DIRECTOR
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ANDALAS ENERGY AND POWER PLC
b) LEI 213800TZWOYU7UFZ5V63
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of Nil par value
Identification code
b) Nature of the transaction Purchase of ordinary shares via a Placing
c) Price(s) and volume(s)
Price(s) Volume(s)
0.1 pence 31,000,000
d) Aggregated information N/A – single transaction
– Aggregated volume N/A – single transaction
– Price N/A – single transaction
e) Date of the transaction 22 May 2017
f) Place of the transaction London Stock Exchange (XLON)

 

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Simon Gorringe
2 Reason for the notification
a) Position/status EXECUTIVE DIRECTOR
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ANDALAS ENERGY AND POWER PLC
b) LEI 213800TZWOYU7UFZ5V63
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of Nil par value
Identification code
b) Nature of the transaction Purchase of ordinary shares via a Placing
c) Price(s) and volume(s)
Price(s) Volume(s)
0.1 pence 31,000,000
d) Aggregated information N/A – single transaction
– Aggregated volume N/A – single transaction
– Price N/A – single transaction
e) Date of the transaction 22 May 2017
f) Place of the transaction London Stock Exchange (XLON)

 

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Graham Smith[i]
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name ANDALAS ENERGY AND POWER PLC
b) LEI 213800TZWOYU7UFZ5V63
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Ordinary shares of Nil par value each
Identification code
b) Nature of the transaction Purchase of ordinary shares via a Placing
c) Price(s) and volume(s)
Price(s) Volume(s)
0.1 pence 18,000,000
d) Aggregated information N/A – single transaction
– Aggregated volume N/A – single transaction
– Price N/A – single transaction
e) Date of the transaction 22 May 2017
f) Place of the transaction London Stock Exchange (XLON)

[i] FIM Capital Limited, a company in which Graham Smith is interested has subscribed for the shares.

For further information, 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
Jon BellissFrank Buhagiar
Susie Geliher
Beaufort Securities Limited
(Joint Broker)St Brides Partners Limited
Tel: +44 20 7382 8415Tel: +44 20 7236 1177

Andalas Energy and Power (ADL) – Interim results

Andalas Energy and Power Plc, the AIM listed Indonesian focused upstream oil and gas and power company (AIM: ADL), is pleased to announce its half-yearly report for the six months ended 31 October 2016.

Highlights:

  • Readmission to AIM to focus on upstream oil, gas and power opportunities in Indonesia
  • Milestone cooperation agreement with Pertamina, Indonesia’s national energy company, provides Andalas with the opportunity to fast track our strategy to transform into a significant power producer
  • Initial target of 250-500MW of installed capacity on five initial fields located close to infrastructure and markets
  • Submission of first gas to power project of 2 x 30MW to be included in the Republic of Indonesia’s Electricity Supply Business Plan (‘RUPTL’)
  • Discussions ongoing with equipment vendors, industry participants and finance specialists with regards funding options
  • Appointment of Dr Robert Arnott as Non-Executive Director to complement proven board and management team

Andalas Chairman, Paul Warwick, said: “The signing of the cooperation agreement with Pertamina during the period provides third party validation of the high standing of Andalas’ management team within Indonesia’s energy sector.  Working closely with Pertamina, already much progress has been made and post period end we submitted our first 2 x 30MW gas to power project for inclusion in the RUPTL.  Approval not only opens up multiple funding options for the development of the first project, but will also prove the model we have adopted to become a leading Indonesian focused energy company via the roll-out of an initial portfolio of 250-500MW of installed capacity.”

The Interim Report will be available from the Company’s website www.andalasenergy.co.uk shortly.

Chairman’s Statement

Andalas Energy and Power’s objective is to become a leading Indonesian focused energy company and since our readmission onto AIM in May 2016, we have advanced a strategy through which to achieve this.  This strategy is based on four pillars: Market; Opportunity; Relationships; and Economics.

Market

Indonesia is the right focus for Andalas.  Despite being the seventh largest producer of LNG in the world and the 28th in terms of oil production, there is an electricity crisis in Indonesia due to a relatively low electrification rate which, as recently as 2013, stood at 81%.  This translates into as much as 60 million people in the country not having access to electricity.  Such low rates of electrification and frequent power outages are widely believed to have held back the country’s economic growth in the past.  In response, the Government of Indonesia has set itself the target to add 35,000MW of new power generating capacity by 2019, a 60% increase in total domestic power generation capacity.  A major hydrocarbon producer, an electricity crisis and a government with the appetite to do something about it, translates into a highly attractive opportunity for a management team with a highly specialised skillset and an in-depth knowledge of the country.

Opportunity

We intend to capitalise on these favourable market dynamics by developing a portfolio of at least five small (i.e. up to 100 MW) independent power producer projects (‘IPPs’) that are fired with gas supplied from proven but undeveloped gas fields.  We have set ourselves an initial target of 250-500MW of installed capacity and since the Company’s readmission onto AIM in May 2016, a number of milestones that are key to achieving this goal have been met.

Having a strategy that is deliverable is paramount.  For a company of Andalas’ current size minimising both risk and the time to first cash flows are key to protecting shareholders’ interests.  From the outset we adopted a business model which does not require Andalas to take on board undue levels of risk.  We set out to avoid activities such as exploring for commercial quantities of oil and/or gas or having to rely on untested technologies.  Instead our focus is on already discovered gas fields which can be monetised using proven technology.

Relationships

Andalas’ management team has an unrivalled track record in Indonesia’s energy sector and the ability to deliver.  The management team have direct experience in the country with more than 25 years helping shape Indonesia’s gas industry having led the development of a number of pivotal gas field and infrastructure projects.  Among these was one of the most important value creation projects for Pertamina where our CEO, David Whitby, acted as lead negotiator for Pertamina in unitisation negotiations for the Suban gas field, which resulted in a multiple billion dollar return to Pertamina.

Building on this already pre-eminent team of people, during the period we further strengthened the Board with the appointment of Dr Robert Arnott as Non-Executive Director.  With 30 years’ experience in the oil and gas industry which has seen him successfully execute a number of high profile transactions, the Board believes Dr Arnott will continue to be highly instrumental in the Company’s development going forward.

Having access to a suitable inventory of assets is crucial and with this in mind in September 2016, Andalas signed a cooperation agreement with Pertamina, a member of the Global Fortune 500 list of most valuable companies, which promises to bring scale to a strategy that is already designed to be fast tracked.  As the national energy company, Pertamina not only plays a pivotal role in the country’s vast oil and gas sector, but it also has an extensive inventory of discovered gas fields.  It is easy to see why we believe Pertamina is the right partner for Andalas, of the 139 undeveloped gas fields that our screening identified in our target region, Pertamina is the licence holder for 52 fields, which together represent a significant portfolio of potential gas supply to feed gas-to-power generation.  Our cooperation with Pertamina is therefore designed to give us access to an extensive portfolio of discovered gas assets in our target region, which allows us to propose projects from those gas fields that fully match our criteria for gas to power: near pipeline quality gas resources that can sustain an IPP for 10-15 years; and which is close to markets and infrastructure.

Delivering on our strategy will help make a significant contribution to solving Indonesia’s power crisis at the local level, but equally important for Pertamina is that our concept provides a valuable route to market for its gas projects.   Aggregating the gas required to feed our target of 500MW of IPP projects would result in the monetisation of a significant amount of gas, our estimates are that these projects would need to purchase circa 100million standard cubic feet of gas per day or 16,666BOEPD.

In line with the terms of the agreement, Andalas and Pertamina have been working together to identify a minimum of five undeveloped gas fields in the Sumatran provinces of Riau, Jambi and South Sumatra; and we have been preparing development and commercialisation plans for each identified field.    Despite only signing the agreement in September 2016, excellent progress has already been made.  A first project has not only been identified but after passing vigorous technical and commercial scrutiny, in December 2016 an application was submitted for its inclusion in the Republic of Indonesia’s Electricity Supply Business Plan.   We are currently working to obtain the required approval after which our first project will be presented to the Energy Minister for final sign-off.  Once a project has been approved, exclusive joint development agreements to design, construct, fund and operate the project will be put in place.

Economics

Inclusion of our first project in the RUPTL will continue the rapid progress we have made since our readmission to AIM in May 2016.  A desktop study performed by the Company highlights the potential returns of our IPP strategy.  A 25MW IPP is expected to generate, at the project level, approximately US$57 million of gross free cash flow over a 15 year project life.

However, whilst the investment that Andalas has made to date would be justified by the origination of just one 2 x 30MW project alone, it is not our intention to stop there.  The work completed by Andalas in 2016 has set a platform from which to scale the business, we have set a near term target of 5 projects with a total of 250-500MW, which we believe is eminently achievable, and as the economics above demonstrate would create a very significant business that would still have an enormous opportunity to continue to grow.

The value inherent in originating projects becomes increasingly tangible as we receive each government approval and progress the gas sales contract and the power purchase agreement negotiations.  It is the value inherent in these projects that Andalas intends to use; by selling equity in the projects to third parties, Andalas expects to strengthen the consortium to supply, build, operate and maintain the projects.  In addition, the sale of equity interests in a project is expected to contribute towards the capital that Andalas would be required to invest to bring it into production.

Indonesian electrification is perhaps the single largest infrastructure opportunity in the ASEAN region today. This may not yet be fully recognised in the eyes of the stock market, but this fact and Andalas’ strategy has not gone un-noticed in the region.  The industry participants we are currently speaking to, including power equipment suppliers and project finance specialists, all of whom understand the energy dynamic in Indonesia, see the inherent value in our strategy and respect the progress being made in progressing our strategy.

Financial Review 

The period under review included a number of one-off expenses relating to the readmission of the Company to AIM in May 2016, which included share based payment expenses totalling US$794,000 (30 April 2016: US$348,000, 31 October 2015: US$Nil) in respect of share consideration and options and US$446,000 (30 April 2016: US$Nil, 31 October 2015: US$Nil) relating to IPO costs expensed following the completion of the Company’s readmission to AIM in May 2016.  Adjusting for these one-off costs the Group generated a loss in the period of US$1,816,000, Including all charges the loss for the period was US$3,151,000 (30 April 2016: US$4,673,000, 31 October 2015: US$1,890,000).

Furthermore, included in the $1,816,000 loss in the period was significant expenditure incurred in pursuing the Group’s strategy in Indonesia that has been categorised as business development costs totalling $1,091,000, which included the continued development of Andalas’ gas to power strategy of that resulted in the Company delivering the Pertamina cooperation agreement plus the identification of the first conceptual project and also performing due diligence work on a number of potential assets in Indonesia.  Despite there being ongoing value to the Group, this business development and due diligence cost is required to be expensed.

Also included in the business development cost was an amount of US$173,000 in respect of the investment made by the Group at Tuba Obi East.  This expenditure delivered approval from Pertamina and significant site preparation in advance of executing the planned work programme, however as previously reported to the market we continue to work with PT Akar Golindo, the operator, to seek to progress the revised work programme.

The Group held a cash balance of US$318,000 at 31 October 2016 (US$290,000 at 30 April 2016, 31 October 2015: US$1,182,000).  In addition the Company had trade payables of US$737,000 at 31 October 2016 (US$1,799,000 at 30 April 2016, 31 October 2015: US$111,000), included in this amount is US$514,000 of payables to certain Directors, consultants and third parties that had either agreed to either receive equity settlement or cash at such time as the Company has greater cash resources at its disposal.

The Directors believe inclusion in the RUPTL, will significantly de-risk the First Project, thereby strengthening our position when discussing partnering or funding opportunities with third parties.  Subsequent to the period end the Group therefore issued a loan note of £500,000 with a repayment date of 28 April 2017.  The Board believes this will provide sufficient additional working capital to progress the Company’s strategy without issuing further dilutive equity at this time.  The Directors remain confident that the Group will continue to be able to finance its future working capital and development cost requirements beyond the period of twelve months from the date of this report.

During the period and principally in conjunction with the readmission to AIM on 13 May 2016, the Company issued a total of 1,775,020,674 shares at a price of 0.2 pence in settlement of the convertible loan note (£600,000 (US$856,000)), settlement of certain share issue costs and corporate finance fees and a further placing to raise cash of £1.72million (US$2.512million).

Outlook

The gas to power strategy we are employing in Indonesia is elegantly simple and scalable.  Our first IPP will open the way for additional projects we already have in the pipeline, as we home in on the initial 250-500MW target of installed capacity we have set ourselves.  Each new project that we originate as we scale towards this target has the potential to unlock significant value for shareholders, however this target does not represent the sum of our ambitions.  We intend to continue adding projects to our portfolio beyond our initial target and in the process make a significant contribution towards addressing the country’s power crisis at a local level.  We believe we are in the right market, with the right opportunity, relationships and economic fundamentals to deliver value for all shareholders and I look forward to providing further updates on our progress in the months ahead during what promises to be an exciting period for the Company.

On behalf of the Board I would like to take this opportunity to thank our shareholders for their continued support over the last half year.

Paul Warwick

Non-Executive Chairman

31 January 2017

**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)
Tel: +44 20 7894 7000
Frank Buhagiar
Susie Geliher
St Brides Partners Limited Tel: +44  20 7236 1177

Market Abuse Regulations (EU) No. 596/2014

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (“MAR”). Upon the publication of this announcement via Regulatory Information Service (“RIS”), this inside information is now considered to be in the public domain.

Consolidated Statement of Comprehensive Income
For the six months ended 31 October 2016

(Unaudited)       6 Months to 31 October 2016 (Unaudited)       6 Months to 31 October 2015 (Audited)      12 Months to 30 April 2016
US$’000 US$’000 US$’000
Net gain from financial assets at fair value through profit or loss (179)
Business development costs (1,264) (3,195)
Share based payments (794)
AIM readmission costs (446)
Other administration expenses (552) (1,840) (970)
Total Administrative Expenses and Operating Loss (3,056) (1,840) (4,344)
Finance income 2 4
Finance costs (95) (51) (333)
(95) (49) (329)
Loss before and after taxationattributable to owners of the parent (3,151)

(1,889)

(4,673)
Total comprehensive loss for the period / year attributable to owners of the parent (3,151) (1,889) (4,673)
Basic and diluted loss per share (US dollar cents) 3 (0.13) (0.30) (0.69)

Consolidated Statement of Financial Position
At 31 October 2016

(Unaudited)     31 October 2016 (Unaudited)     31 October 2015 (Audited)     30 April 2016
US$’000 US$’000 US$’000
Non-current assets
Financial assets at fair value through profit or loss 179
Total non-current assets 179
Current assets
Trade and other receivables 156 34 885
Cash and cash equivalents 318 1,182 290
Total current assets 474 1,216 1,175
Total assets 474 1,395 1,175
Current liabilities
Trade and other payables (737) (111) (1,799)
Borrowings (876)
Total liabilities (737) (111) (2,675)
Net (liabilities)/ assets (263) 1,284 (1,500)
Equity attributable to the owners of the parent:
Share premium 6 10,411 6,124 6,124
Accumulated deficit (10,674) (4,840) (7,624)
Total (deficit)/equity (263) 1,284 (1,500)

Consolidated Statement of Changes in Equity
For the six months ended 31 October 2016

Share
Premium
Accumulated Deficit Total Equity
US$’000 US$’000 US$’000
Balance at 1 May 2015 (audited) 3,616 (3,104) 512
Loss for the period (1,889) (1,889)
Total comprehensive loss for the period (1,889) (1,889)
Transactions with equity owners of the parent
Share based payments 153 153
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
Loss for the period (2,784) (2,784)
Total comprehensive income for the period (2,784) (2,784)
Balance at 30 April 2016 (audited) 6,124 (7,624) (1,500)
Loss for the period (3,151) (3,151)
Total comprehensive loss for the period (3,151) (3,151)
Transactions with equity owners of the parent
Share based payments 1,805 101 1,906
Shares issued in settlement of convertible loan note 856 856
Proceeds from share issue 2,441 2,441
Share issue costs (815) (815)
Balance at 31 October 2016 (unaudited) 10,411 (10,674) (263)

Consolidated Statement of Cash Flows
For the six months ended 31 October 2016

(Unaudited)       6 Months to 31 October 2016 (Unaudited)       6 Months to 31 October 2015 (Audited)      12 Months to 30 April 2016
US$’000 US$’000 US$’000
Cash flows from operating activities
Loss for the period (3,151) (1,889) (4,673)
Adjustments for:
Finance income (2) (4)
Finance cost 95 5 333
Exchange differences 46
Share based payment 794 347 527
Realised gain on sale of investments at fair value through profit or loss 179
Changes in working capital:
Change in trade and other receivables 205 (12) (863)
Change in trade and other payables (7) 68 1,576
Net cash flows used in operating activities (2,064) (1,437) (2,925)
Cash flows from investing activities
Interest received 2 4
Net cash flows generated from investing activities 2 4
Cash flows from financing activities
Finance costs (7) (5) (10)
Proceeds from issue of share capital 2,478 2,487 2,487
Share issue costs (269) (173) (173)
Proceeds from borrowings 704
Cost of borrowings (87)
Net cash flows from financing activities 2,202 2,309 2,921
Net increase in cash and cash equivalents 138 874
Cash and cash equivalents at start of period 290 354 354
Effect of exchange rate fluctuations on cash balances (110) (46) (64)
Cash and cash equivalents at end of period / year 318 1,182 290

Notes to the consolidated interim financial information
For the six months ended 31 October 2016

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.  CEB Resources changed its name to Andalas Energy and Power PLC on 3 December 2015.  The Company is listed on AIM, which is operated by the London Stock Exchange.

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 2016.  The consolidated interim financial statements of the Company for the six months ended 31 October 2016 comprise the results of the Company and its wholly owned subsidiary (together referred to as the “Group”).

The consolidated interim financial information for the period 1 May 2016 to 31 October 2016 is unaudited.  The comparatives for the full year ended 30 April 2016 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 but did contain an emphasis of matter paragraph in respect of the going concern status of the Group. 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 2016 Annual Report.

As at the date of these financial statements, the ability of the Company, and therefore the group, to continue as a going concern will require further funding to be raised.  The Directors believe inclusion in the RUPTL of our first project; will significantly de-risk the First Project, thereby strengthening our position when discussing partnering or funding opportunities with third parties.  The Directors remain confident that the Group will be able to continue to finance its future working capital and development costs beyond the period of twelve months from the date of this report. However, there can be no guarantee that the required funds to meet working capital and development costs will be available to the Group within the necessary timeframe.

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 2017.  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 continues to assess the potential implications of IFRS 9.

The interim consolidated financial statements were approved by the Board and authorised for issue on 31 January 2017.

3.             Loss per share

The basic and diluted loss per share is calculated by dividing the loss for the period attributable to ordinary shareholders by the weighted average number of shares outstanding during the period:

6 months ended
31 October 2016
(unaudited)
6 months ended
31 October 2015
(unaudited)
Year ended
30 April 2016
(audited)
Loss attributable to ordinary shareholders of the Company ($’000s) (3,151) (1,889) (4,673)
Weighted average number of shares in issue (‘000s) 2,349,987 637,033 678,188
Basic loss per share (US cents) (0.13) (0.30) (0.69)

In accordance with International Accounting Standard 33 ‘Earnings per share’, no diluted earnings per share is presented as the Group is loss making.

4.             Related party transactions

As at 31 October 2016 the following balances were included in trade payables and were outstanding in respect of Directors remuneration at the period end.

Outstanding at 31 October 2016
(unaudited)
Outstanding at 30October 2015
(unaudited)
Outstanding at 30April       2016
(audited)
$’000 $’000 $’000
David Whitby 99
Paul Warwick 30 24
Daniel Jorgensen 90 124
Ross Warner 80
Simon Gorringe 81
Robert Arnott 7
Total Key Management 127 408

The balances due to Daniel Jorgensen, Paul Warwick, Robert Arnott were accrued in accordance with their contracts pending full or partial conversion into equity at a future juncture.  During the period to 31 October 2016 Paul Warwick and Daniel Jorgensen did not receive any cash remuneration, receiving only shares in lieu of their service during the period.

5.             Share based payment

The following is a summary of the share options and warrants outstanding and exercisable as at 31 October 2016, 30 April 2016 and 30 April 2015 and the changes during each period:

Number of
options and warrants

Weighted average exercise price (Pence)
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 and 30 April 2016 102,595,329 0.762
Warrants granted 42,000,000 0.200
Outstanding and exercisable at 31 October 2016 144,595,329 0.600

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 2015 Issued 31 Oct 2015 & 30 Apr 2016 Issued 31 Oct 2016 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
13.05.2016 13.05.2021 42,000,000 42,000,000 0.20p
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 34,344,865 0.40p
68,250,464 34,344,865 102,595,329 42,000,000 144,595,329

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
13-05-16 0.2p 0.2p 124% 5 years 0% 3% 0.241 cents
Prior period
05-06-15 0.4p 0.4p 124% 3 years 0% 3% 0.448 cents

The Group recognised $101,220 (30 April 2016: $153,954, 31 October 2015: $153,954) relating to equity-settled share based payment transactions during the period arising from Option or Warrant grant, of which $101,220 was expensed as interest cost because it related to the settlement of the convertible loan note (30 April 2016: $Nil, 31 October 2015: $Nil), of which $Nil (30 April 2016: $153,954, 31 October 2015: $153,954) was expensed as a pre-licence acquisition cost with $Nil being expensed in relation to Directors and consultants services (30 April 2016: $Nil, 31 October 2015: $Nil).  Not included in the above table are 103,034,596 of  unvested options (30 April 2016: 103,034,596, 31 October 2015: 103,034,596), that are held by certain Directors and consultants, which vest in three equal tranches relating to acquiring an economic interest in a first concession, an interest in a second concession and gross production from its interest in projects exceeding 400BOPED. As the triggers for the grant of the tranches have not occurred at the reporting date no share based payment charge arises.

For the share options and warrants outstanding as at 31 October 2016, the weighted average remaining contractual life is 2.39 years (30 April 2016: 2.02 years, 31 October 2015: 2.52 years).

6.             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 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 and 30 April 2016 718,147,302 6,124
13/05/2016 – equity placing 850,000,000 0.200 2,478
Cost of issue (815)
13/05/2016 – loan note settlement 300,000,000 0.200 856
13/05/2016 – share based payments 549,389,762 0.200 1,568
31/05/2016 – equity placing 12,007,661 0.200 34
30/06/2016 – share based payments 63,623,250 0.200 166
Balance at 31 October 2016 2,493,167,975 10,411

* Non-cash item per the consolidated cash flow statement

At the period end 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 milestones had not been met accordingly the Company had not recorded the obligation as a liability.

7. Events after the reporting date

On 31 January 2017 the Company issued a Loan Note with nominal par value of £500,000.  No interest is charged over the term of the Loan Note, which has been issued at a 20% discount to nominal value, consequently the cash proceeds due to the Company following the issue of the Loan Note are £400,000.  The note is repayable in cash on or before 28 April 2017 (‘the Maturity Date’), if the Loan Note has not been repaid it can be converted into equity at the lower of the closing day bid price or a 20% discount to the VWAP in minimum tranches of £20,000. For every three conversion shares issued under a conversion notice the lender will receive one 18 month warrant with exercise price at a 100% premium to the conversion price.

Andalas Energy & Power (ADL) – Chairman’s AGM statement

Andalas-Logo-Positive-PNG-01Andalas Energy and Power Plc, the AIM listed Indonesian focused upstream oil and gas and power company (AIM: ADL) is pleased to announce that all resolutions were passed at its annual general meeting held today.

The following statement from Chairman, Paul Warwick, was given at the meeting: “Since our readmission to AIM earlier this year, much progress has been made towards delivering on our strategy to deliver gas to power projects on discovered but stranded gas fields in Indonesia.  We have progressed activities at Tuba Obi East, our first stand-alone project, where we have received approval to complete a workover of the existing TOE-1 well to test the ABF formation, and we continue to work with PT Akar Golindo, the operator, to assess the details of the work programme.

“In tandem with this, the recent MOU with Pertamina represents a major achievement for any company, let alone one of Andalas’ size, and it is testament to the experience and contacts of the management team.   We believe that as we convert the MOU into projects, the inherent value in Andalas’ gas to power proposition will be progressively delivered with the first project being the template for subsequent projects providing scale and sustainability to the Andalas investment proposition.

 “We have focussed on gas to power as a concept that offers very attractive economic returns that are not as affected by international commodity price volatility.   Furthermore, in order to minimise the time from inception of a project to its first revenues, we target discovered resources, which removes the expensive and time consuming exploration phase normally encountered by upstream oil and gas companies.  Furthermore, by focussing on a region where we have real knowledge, specifically on the Indonesian gas market, which we are experts in, we have real scope to grow Andalas into a significant Indonesian energy company.

“Nevertheless, despite our expertise and stringent selection criteria we cannot avoid the fact that our projects, in common with similar projects in our industry have a cycle time that must be measured in many months not in many weeks.  The Andalas team are experts at identifying projects, screening them, securing them and then progressing them by developing a plan, obtaining approvals and awarding contracts etc.  These processes are important in ensuring that we build proper foundations from which to grow Andalas’ business.   

“Much progress has been made since the IPO and especially since the signing of the MOU with Pertamina in September.  Shareholders can rest assured much activity is taking place behind the scenes to ensure that Andalas fully capitalises on the excellent opportunities it has identified. We very much believe that we offer a unique value proposition that provides real value in all phases of the life cycle for our shareholders.”

**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

Andalas Energy and Power (ADL) – Final results

Andalas-Logo-Positive-PNG-01Andalas Energy and Power Plc, the AIM listed Indonesian focused upstream oil and gas and power company (AIM: ADL), is pleased to announce its preliminary results for the year ending 30 April 2016.

The Company’s Annual General Meeting will be held at 1.00 p.m. on 24 November at the Company’s registered office, IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP.  The  Annual Report and Accounts and Notice of AGM will be made available on the Company’s website: http://www.andalasenergy.co.uk/.

Highlights:

  • Transition into an Indonesian focused upstream oil, gas and power company targeting opportunities arising from the country’s electrification shortage
  • Integrated gas to power development strategy offering a low risk/low cost route to material cash flow generation in a short time frame
  • Secured transformational partnership with Pertamina, Indonesia’s national energy company, to fast-track the commercialisation of marginal gas fields, post period end
    • Strategy to identify an initial five undeveloped proven gas fields that are suitable for IPP gas to power development
    • Strong project economics supported by national energy targets, operating in regions with established infrastructure and discovered gas resources
  • Assessing additional oil as well as gas projects, which are already or near producing and have the potential to generate cash flow for reinvestment into the roll-out of the Company’s gas to power offering
  • Farm-in to the Tuba Obi East (‘TOE’) Concession, Sumatra in March 2016
    • Located close to pipeline quality gas and a third party review estimates 43 Bcf of gas is contained in the Air Benekat Formation
  • Industry leading board and management team in place to oversee the effective execution of Andalas’ strategy with proven operating success having led major gas field and infrastructure developments in Indonesia for over 25 years
    • Dave Whitby appointed as CEO and Paul Warwick appointed as Chairman, bringing global and Indonesian industry experience
    • Dr Robert Arnott (Chairman of Hurricaine Energy Plc) and Graham Smith as non-Executive Directors
    • Executive team strengthened with the appointment of Simon Gorringe as COO, Ross Warner as Legal and Commercial Director and Dan Jorgensen as Finance Director
    • Indonesian team enlisted to support gas-to-power strategy including country manager, Vice President of Operations and Chief Geologist

Andalas Chairman, Paul Warwick, said: “With the signing of a transformational agreement with Pertamina and the assembly of a truly industry leading team to deliver our strategy, we are successfully transitioning into a leading Indonesian-focused energy company.  The commencement of the identification of proven stranded gas fields for IPPs from Pertimina’s portfolio, in tandem with considerable progress being made towards advancing the TOE work programme, has created a clear path to sustainable cash flow generation and long term shareholder value creation.”

Chairman’s Statement

Andalas Energy & Power Plc is an AIM traded energy company.  The Company has a clearly defined strategy to commercialise existing Indonesian gas discoveries by developing independent power projects (‘IPP’).

On 1 September 2016, the Company executed a cooperation agreement with Pertamina Persero (‘Pertamina’), Indonesia’s national oil company and member of the Global Fortune 500 list of most valuable companies.  Under the terms of the agreement, Andalas and Pertamina will utilise Pertamina’s unrivalled position and in-depth knowledge of Indonesia’s oil and gas sector to identify at least five undeveloped gas fields in the Sumatran provinces of Riau, Jambi and South Sumatra that may be suitable for an IPP gas to power development.  Both parties will then work together to prepare IPP development and commercialisation plans for each identified field.  It is envisaged that this work will culminate in both parties signing exclusive joint development agreements to design, construct, fund and operate these IPPs.

The Company has an industry leading board and management team who have a very good track record, knowledge of and contacts in Indonesia.  Members of the board and the team have long-term, direct experience in Indonesia and have played a key role in the development of its gas and energy industry.  By investing in its people Andalas has created a team capable of delivering its projects and significant intellectual property that is capable of delivering long term shareholder value.

Prior to their involvement with the Company, Andalas personnel have been involved in major gas field and infrastructure developments within Indonesia over the past 25 years, including adding incremental production of over 1 Bcf per day of gas (166,667 BOE per day) and overseeing a total investment of more than US$4 billion in the country which led to major infrastructure developments including the construction of 1,663 km of major gas transmission pipelines.  Key achievements of various team members include:

•              executing Indonesia’s first major non-LNG gas development following the commencement of first gas sales from the Corridor Block, South Sumatra totalling 450 MMscfd via a new facility and pipeline;

•              negotiating gas sales to Singapore, Batam, and West Java, delivering some 750 MMscfd of gas;

•              representing Pertamina in unitisation negotiations for the Suban gas field, returning US$200+M pa to Pertamina over a 14 year period; and

•              delivering the first ever export pipeline from South Sumatra to Batam and Singapore via the establishment in February 2002 of PT Transportasi Gas Indonesia (TGI or Transgasindo).

The Indonesian energy sector represents a rich opportunity.  Indonesia is a member of OPEC and the world’s 11th largest gas producer.  It is also the seventh largest producer of LNG, exporting the majority of its liquefied gas to the likes of Japan, Korea and, more recently, China.  However, there is an energy crisis within Indonesia with industry and large swathes of the population having to live their daily lives without access to electricity.  As recently as 2013, the national electrification rate in Indonesia was 81%, which equated to over 60 million people without power nationwide.   Such low electrification rates and frequent power outages are widely believed to be hindering the country’s economic growth.  As part of his 2014 election platform, President Joko Widodo promised to increase electrification through the addition of 35,000 MW in electricity power generation capacity by 2019 – a 60% increase in total domestic power generation at that time.

The island of Sumatra is the ‘engine room’ of the country’s oil and gas industry.  Over 70 oil and gas companies are exploring, developing and operating permits with some 5.1 trillion cubic feet of discovered gas resources across 204 undeveloped gas fields – 59 of these fields are owned by Pertamina.  Despite an abundance of unexploited energy resources, the regions of Jambi, Riau and South Sumatra have some of the lowest electrification rates across the Indonesian archipelago.  It has been estimated that there are 5.8 million people without power in these three provinces, out of a combined population of over 20 million people.

It is Andalas’ belief that developing these gas fields to supply IPPs is a very sound value proposition that will make a significant contribution towards addressing the country’s power crisis at a local level.  The recent signing of our agreement with Pertamina is a key component in the Board’s strategy.

For Andalas this represents a low risk/low cost route to material cash flow generation in a short to medium time frame.  Importantly, the IPP strategy involves monetising existing discovered gas thereby reducing  project cycle times through a reduction of geological risk; the deployment of established technologies to reduce execution risk; and the minimisation of market risk by only selecting gas projects that are close to market and infrastructure and can produce high quality gas on plateau for 10-15 years.  Furthermore, the Indonesian market currently has a robust pricing regime with estimated gas sales priced at US$6/MMBtu (compared to US 2015 average of approximately US$3/MMBtu) and base load power selling for up to US$8.62 cents/kWh (compared to US 2015 average of approximately US$3.6 cents/kWh).  Andalas has performed a desktop study that highlights the potential returns of a generic 25MW IPP at these pricing levels; assuming gross capex of $24million and 70% non-dilutive project finance the project becomes cash flow generative by the end of year two and generates gross free cash flow, based on project level direct costs only, of circa $4.2million for up to 15 years.  Cash flows from any future project are expected to assist in securing non-dilutive financing for the project and later in funding the roll-out of additional IPP projects, both as part of the Pertamina agreement and on a standalone basis.  The strategy being pursued by the Company is both repeatable and scalable.

On 8 March 2016, Andalas signed a farm-in agreement with the operator of the Tuba Obi East (‘TOE’) Technical Assistance Contract – our first stand-alone opportunity.  A Gaffney Cline & Associates review commissioned by Andalas estimates 43.7 Bcf of prospective recoverable gas is contained in the Air Benekat Formation (‘ABF’) at TOE.  From a strategic perspective a resource of this size at TOE would represent sufficient gas to support a 25MW IPP for a 15 year period.   The field is also strategically located immediately adjacent to a number of Pertamina owned, undeveloped gas discoveries as well as being within economic reach of power infrastructure and demand.  Since signing the agreement Andalas has completed the work necessary to prepare for the execution of a low cost gas production test of the existing TOE-1 well.  It is anticipated that the workover test result is expected to allow Andalas to upgrade the resource from prospective to contingent resources.  The updated gas reserves assessment will be used in the gas processing and power plant front-end engineering and design (‘FEED’) studies, as well as gas and power sales negotiations, which once completed would allow the reserves to be further upgraded from contingent resources to proven reserves.

The TOE-1 well test will be our first material activity on the ground but our relationship with Pertamina creates further opportunities for Andalas to develop a series of integrated gas to power projects beyond TOE that are capable of transforming Andalas into a substantial energy business over the next few years.

The Company continues to assess oil opportunities.  It will consider assets capable of complementing our gas-to-power strategy, which can be acquired at attractive levels, demonstrate strong cash returns and have upside that makes them accretive to shareholders.

Financial Review 

During the period under review the Group made a loss of $4,673,000 (2015: $122,000).  Included in the loss for the period was a non-cash charge of $347,000 (30 April 2015: $Nil) in respect of the cost of the share consideration and options granted to Corsair Petroleum (Singapore) Pte Ltd (“Corsair”) pursuant to the agreement between Corsair and Andalas to pursue oil and gas opportunities in Indonesia announced on June 2015.

During the period the Group incurred expenditure evaluating a number of assets in Indonesia, which culminated in the farm-in agreement on TOE, and in developing its integrated gas to power business that has resulted in an increase in the costs of the business in the year.  The work in connection with the evaluation of such projects totalled $2,044,000 during the year whilst the work in connection with the developing the integrated gas to power business resulted in costs of $1,151,000.  This work has ongoing value to the Group.  However, in accordance with the Group’s IFRS accounting policies these costs are required to be expensed as this work was completed before the Group was awarded any licences.

As a non-core asset to the Group the Directors have decided to impair the Group’s investment in Peelwood which has resulted in a $179,000 loss (2015: $219,000 gain) being recorded within the income statement.

During the period the Company raised £100,000 ($152,000) of equity through the issue of 50,000,000 shares on 6 May 2015, £1,500,000 ($2,335,000) of equity through the issue of 375,000,000 shares on 5 June 2015 and on 31 March 2016 it raised a further £500,000 ($704,000) by the issue of a zero coupon convertible loan note with par value of £600,000 ($845,000).

As at the year end the Group held a cash balance of US$290,000 (US$354,000 at 30 April 2015).  Since the readmission to AIM, which occurred on 13 May 2016, the Group has issued a total of 1,775,020,674 shares at a price of 0.2 pence in settlement of the convertible loan note (£600,000 ($856,000)), settlement of certain share issue costs and corporate finance fees and a further placing to raise cash of  £1.7million ($2.48million).  This share issue resulted in an increase in net equity of £3.55million ($5.1million).

Costs associated with the AIM readmission totalling $698,760 were prepaid on the statement of financial position (2015: $Nil).  These costs are carried into the next reporting period because their accounting treatment is dictated by the result of shareholder approval, which was granted post year end on 13 May 2016.

Outlook

The Company started the year as an investment Company and has since undergone fundamental change both during the year and period post year end.  Andalas has changed from an investment company into a respected Indonesian focused energy company.  The Company recruited leading experts in Indonesian gas monetisation, which was followed by the securing of its farm-in to TOE and the validation in September of its gas to power proposition as evidenced by its cooperation with Pertamina, Indonesia’s largest Company and the major oil and gas acreage holder in the country.

Andalas is entering an exciting period and I look forward to providing further updates on our progress in the months ahead.  On behalf of the Board I would like to take this opportunity to thank our shareholders for their continued support for the Company, we recognise that transforming the company has not been straightforward but we have worked hard to position the Company to progress rapidly in the coming months and beyond.

Paul Warwick
Non-Executive Chairman

27 October 2016

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                                                                                                   
YEAR ENDED 30 APRIL 2016

 2016
$’000s
 2015
$’000s
Net (loss) /gain from financial assets at fair value through profit or loss (179) 219
Asset evaluation and gas to power expenses (3,195)
Other administrative expenses (970) (303)
Total administrative expenses (4,344) (84)
Operating loss (4,344) (84)
Finance income 4 1
Finance costs (333) (39)
Loss before tax (4,673) (122)
Tax expense
Loss after tax attributable to owners of the parent (4,673) (122)
Total comprehensive loss for the year attributable to owners of the parent (4,673) (122)
Basic and diluted loss per share attributable to owners of the parent during the year (expressed in US cents per share)

(0.69)

(0.10)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2016

 2016
$’000s
2015
$’000s
Assets
Non-current assets
Financial assets at fair value through profit or loss 179
Total non-current assets 179
Current assets
Other receivables 885 22
Cash and cash equivalents 290 354
Total current assets 1,175 376
Total assets 1,175 555
Liabilities
Current liabilities
Trade and other payables (1,799) (43)
Borrowings (876)
Total liabilities (2,675) (43)
Net (liabilities)/assets (1,500) 512
Equity attributable to the owners of the parent
Share premium 6,124 3,616
Accumulated deficit (7,624) (3,104)
Total (deficit)/equity (1,500) 512

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 30 APRIL 2016

 Share premium Accumulated
deficit
Total
equity
$’000s $’000s $’000s
Balance at 1 May 2014 3,855 (3,023) 832
Loss for the year (122) (122)
Total comprehensive income (122) (122)
Transactions with equity shareholders of the parent
Share cancellation (239) (239)
Share based payments 41 41
Balance at 30 April 2015 3,616 (3,104) 512
Loss for the year (4,673) (4,673)
Total comprehensive income (4,673) (4,673)
Transactions with equity shareholders of the parent
Proceeds from shares issued 2,681 2,681
Cost of share issue (173) (173)
Share warrants issued 153 153
Balance at 30 April 2016 6,124 (7,624) (1,500)

CONSOLIDATED CASH FLOW STATEMENT
YEAR ENDED 30 APRIL 2016

2016
$’000s
2015
$’000s
Cash flows from operating activities:
Net loss for the year (4,673) (122)
Adjustments for:
Share-based payment 527 41
Finance cost 333 39
Finance income (4) (1)
Unrealised loss/ (gain) from financial assets at fair value through profit or loss 179 (219)
Change in working capital items:
 (Increase) / Decrease in other receivables (863) 9
Increase in trade and other payables 1,576 (4)
Net cash used in operations (2,925) (257)
Cash flows from investing activities
Proceeds from sale of investment 551
Finance income 4 1
Net cash from investing activities 4 552
Cash flows from financing activities
Proceeds from issue of share capital 2,487
Share issue costs (173)
Proceeds from borrowings 704
Cost of borrowings (87)
Finance costs (10)
Net cash generated by financing activities 2,921
Net increase/(Decrease) in cash and cash equivalents 295
Cash and cash equivalents, at beginning of the year 354 97
Effect of foreign exchange rate changes (64) (38)
Cash and cash equivalents, at end of the year 290 354

NOTES TO FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2016

1.     General information

The principal activity of Andalas Energy and Power PLC (‘the Company’) during the year was as an oil & gas business focussed on the Republic of Indonesia.  CEB Resources changed its name to Andalas Energy and Power PLC on 3 December 2015.  As at the year end, the Company was domiciled in the Isle of Man and listed on the AIM market of the London Stock Exchange.

2.      Summary of significant accounting policies

The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. The Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards IFRSs and IFRIC interpretations, issued by the International Accounting Standards Board (IASB) as endorsed for use in the EU (‘IFRSs’) and those parts of the Isle of Man company law that are applicable to companies that prepare their financial statements under IFRS.

The financial information for the years ended 30 April 2016 and 30 April 2015 does not constitute statutory accounts but is extracted from the audited accounts for those years. The auditor’s report on the 30 June 2015 financial statements was unqualified.  The auditor’s report on the 30 June 2016 financial statements was unqualified although an emphasis of matter was included in the accounts to draw attention to going concern.  As at the date of these financial statements, the ability of the Company, and therefore the group, to continue as a going concern will require further funding to be raised.  The Directors remain confident that the potential income stream from the development of its TOE asset, its co-operation agreement with Pertamina, together with the Directors historic ability to raise additional funds will enable the Group to finance its future working capital and development cost requirements beyond the period of twelve months from the date of this report. However, there are no confirmed funding arrangements in place at present; as such there can be no guarantee that the required funds to meet working capital and development costs will be available to the Group within the necessary timeframe.

3.        Loss per Share

Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.

2016
$’000s
2015
$’000s
Loss attributable to owners of the Group (4,673) (122)
Weighted average number of ordinary shares in issue (thousands) 678,188 248,480
Loss per share (US cents) ($0.69) ($0.1)

In accordance with International Accounting Standard 33 ‘Earnings per share’, no diluted earnings per share is presented as the Group is loss making.  Details of potentially dilutive share instruments are detailed in the notes to the audited financial statements notes 6, 7 and 8.  Details of shares issued post year end are disclosed in note 10.

4.        Other receivables

2016 2015
$’000 $’000
Other receivables and prepayments 885 22

The fair values are as stated above, which equate to their carrying values as at the year end.  The financial assets were not past due and were not impaired and were all denominated in US$.  Included in other receivables and prepayments is an amount of $698,760 (2015: $Nil) in connection with prepaid expenses relating to the publication of the AIM re-admission document.

5.        Trade and other payables

2016 2015
$’000 $’000
Trade payables 1,202 43
Accruals and other payables 597
Trade payables and accruals 1,799 43

6.        Share based payments

The following is a summary of the share options and warrants outstanding and exercisable as at 30 April 2016 and 30 April 2015 and the changes during each year:

Number of options and warrants Weighted average exercise price (Pence)
Outstanding and exercisable at 1 May 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 30 April 2016 102,595,329 0.762

The above weighted average exercise prices have 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
2014
Issued 30 April 2015 Issued 30 April
2016
Exercise Price
Warrants
07.12.2013 07.12.2018 10,839,750 10,839,750 10,839,750 2.00p
24.01.2014 24.01.2019 26,410,714 26,410,714 26,410,714 1.00p
Options
07.12.2013 07.12.2018 6,000,000 6,000,000 6,000,000 2.00p
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 year
05.06.15 0.4p 0.4p 124% 3 years 0% 3% 0.448 cents
Prior year
04.02.15 0.175p 0.175p 119% 2 years 0% 2.5% 0.162 cents

The Group recognised $153,000 (30 April 2015: $40,509) relating to equity-settled share based payment transactions during the year arising from Option or Warrant grants, of which $153,000 (30 April 2015: $Nil) was expensed as a pre-licence acquisition cost in connection with the Corsair assignment agreement and with $Nil being expensed in relation to Directors and consultants services (30 April 2015: $40,509).  There are 103,034,596 of  unvested options at the year end, that are held by certain Directors and consultants, which vest in three equal tranches relating to acquiring an economic interest in a first concession, an interest in a second concession and gross production from its interest in projects exceeding 400 BOEPD. As the triggers for the grant of the tranches have not occurred at the reporting date no share based payment charge arises.  A charge (30 April 2015: $Nil) may be recognised in the subsequent financial year, in relation to the above issue of options of achievement of the trigger events.   Note 10 includes details of additional share consideration paid in the year.

For the share options and warrants outstanding as at 30 April 2016, the weighted average remaining contractual life is 2.02 years (30 April 2015: 2.98 years).

Please refer to the Directors’ Report for details of shares, options and warrants held by the Directors at 30 April 2015 and 2016.  Details of warrants and options issued post year end are included in note 10.

7.        Share capital

All shares are Nil Coupon 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)
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 for cash  50,000,000 0.200 152
Cost of issue (9)
05/06/2015 – equity placing for cash  375,000,000 0.400 2,335
Cost of issue (164)
11/06/2015 – consideration shares* 31,250,000 0.400 194
Balance at 30 April 2016 718,147,302 6,124

* Non-cash item per the consolidated cash flow statement

On 5 June 2015 the Company issued 31,250,000 shares as consideration to Corsair Petroleum (Singapore) Pte Ltd (“Corsair”) for the assignment to Andalas of an interest in certain opportunities in Indonesia. The consideration was valued at 0.4pence per share, being the share price on completion of the transaction, 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 due to the uncertainty over valuing the consideration and the timing of any milestone being reached.

Prior year share capital disclosure:

On 17 February 2014 the Company issued 20,000,000 ordinary shares at a price of 0.715 pence per share as part-consideration for the purchase of 10% equity in Carbon Investment. On 14 July 2014 the Company sold its investment in Carbon Investments to Balamara. The 20,000,000 ordinary shares previously issued were cancelled and returned to the Company. The cost of USD 239,000 of these shares was removed from equity and included as a realised gain on the sale of investments.

The Company and YAGM entered into an Equity Swap Agreement on 13 March 2014 over 27,586,207 Company shares held by YAGM. The cumulative liability of £47,000 generated under the Swap Agreement up to 31 March 2015, representing a return of funds to YAGM based on the share price performance of the Company, was settled on 14 April 2015 by the issue 29,182,675 new ordinary shares in the Company a price of 0.1607 pence per share. As at 30 April 2015 YAGM held 36,079,225 ordinary shares in the Company, representing 13.78% of the issued shares. The Final settlement date of the Swap Agreement was 30 June 2015, however on 19 May 2015 it was confirmed by YAGM that the final settlement date would be changed to 30 April 2015 and the liability of £25,517 for the month of April 2015 would be waived. Subsequent to the year end YAGM have sold all their shares in the Company.

8.        Borrowings

Convertible Loan
2016
Convertible Loan
2015
$’000s $’000s
Brought forward
Drawdown 704
Costs of issue (87)
Imputed interest charge 229
Foreign currency 30
Carried forward 876

The principal terms and the debt repayment schedule of the Group’s unsecured loans and borrowings during the year were as follows:

Currency Interest rate Effective interest rate Year of maturity
Loan notes GBP/US$ Nil coupon n/a No fixed maturity

The loan notes contain a force conversion feature whereby on readmission to AIM the entirety of the outstanding loan notes would convert into shares to the value of the loan notes carried value.  The settlement shares satisfying the loan notes would be valued at fair value, being the placing price of the shares being issued on readmission to AIM.  In the event that the loan notes had not converted on readmission to AIM they would have been repayable on demand for cash at their carrying value.  See note 10 for details of the shares that were issued in satisfaction of the loan note post year end.

9.        Related party transactions

On 5 June 2015, Andalas and Corsair Petroleum (Singapore) Ptd Ltd (“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 31 January 2016, Andalas, Corsair and Corvette entered into a novation agreement pursuant to which the Loans were extinguished (for $Nil consideration) and the benefit of the loaned moneys was transferred to Corvette with effect from 30 October 2015.

During the year under review the Group incurred due diligence expenditure following the agreement with Corsair.  The Group engaged with a number of individual consultants to pursue the strategy of identifying projects in Indonesia that could lead to an AIM reverse acquisition of the Group.  The total value of consultants that were introduced by Corsair to the Group was $1,837,000 consisting of 14 full or part time consultants (not including Directors).

10.   Events after the reporting date

On 27 April 2016 the Company entered into agreements, subject to shareholder approval to issue 1,307,584,558 Placing Shares at the Issue Price of 0.2 pence per share to raise total gross proceeds of £2.6 million (“Placing shares”).

On 4 June 2015 the Company entered into an Assignment Agreement with Corsair whereby Corsair had been granted a carried interest in oil and gas concessions introduced by it and a share of future revenues from these concessions.  It was agreed that in order to avoid any future conflict of interest, the carried interest be substituted, subject to the passing of the resolutions at a shareholder meeting, for the issue of Ordinary Shares in the Company, which would, in aggregate, represent 5 per cent. of the Enlarged Share Capital following readmission (“assignment shares”). Following shareholder approval on 13 May 2016 the Company approved the issue of 122,406,940 assignment shares to be issued.

On 13 May 2016, shareholders approved all resolutions and the Company was readmitted to trading as Oil & Gas Company, meeting all conditions precedent for the aforementioned transactions, resulting in the issue of the placing shares and the approval of the assignment shares.

Furthermore on 13 May 2016, following shareholder approval the Company’s £600,000 Loan notes, per note 8, were converted into 300,000,000 new Ordinary Shares at the Issue Price of 0.2 pence per share.  In connection with this transaction Cornhill Capital were issued 42,000,000 warrants exercisable at a price of 0.2pence per share.

At 2 June 2016 the Company had 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.  Furthermore on 5 June 2016 the Company issued 631,982 shares under the Corsair settlement agreement, these shares represent the additional settlement consideration in respect of the aforementioned 12,007,661 bonus warrant shares.

On 5 July 2016 the Company agreed to issue a total of 32,389,531 new ordinary shares for a total of £64,779 in settlement of certain payables to third party consultants.

**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

Market Abuse Regulations (EU) No. 596/2014

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (“MAR”). Upon the publication of this announcement via Regulatory Information Service (“RIS”), this inside information is now considered to be in the public domain.

Andalas Energy & Power (ADL) – Appointment of Non-Executive Director

Andalas-Logo-Positive-PNG-01Andalas Energy and Power Plc, the AIM listed Indonesian focused upstream oil and gas and power company (AIM: ADL), is pleased to announce the appointment of Dr Robert Arnott as Non-Executive Director with immediate effect.  Dr Arnott is a pre-eminent figure in the international oil and gas industry and the Board is confident that he will be highly instrumental as the Company advances its strategy to become a leading Indonesian focused energy company.

Dr Arnott has over 30 years’ experience in the oil and gas industry, during which he has successfully executed a number of high profile transactions and sourced funding for several major development projects.  Starting his career with Shell International, Dr Arnott subsequently moved into investment banking, working at both Morgan Stanley Dean Witter and Goldman Sachs International, where he established an extensive network of investment contacts.  Moving back into the upstream industry he has distinguished himself as an active board member with high level involvement in the growth and success of numerous public and private energy related ventures.

As a Board member of Spring Energy AS, Dr Arnott rapidly grew the Norwegian Continental Shelf focused upstream oil and gas company ahead of its eventual sale to Tullow Oil in January 2013.  He was since a director of Core Energy AS, an oil and gas company focused on the producing fields of the Norwegian Continental Shelf.  During his career he has also held the role of Chairman at each of Petroceltic International plc, Global Petroleum Limited and Oyster Petroleum Limited and a non-executive directorship at Rocksource ASA.  Dr Arnott is currently non-executive chairman of Hurricane Energy plc (AIM:HUR), the UK based oil and gas company.

Andalas Non-Executive Chairman, Paul Warwick, said: “Rob brings with him an unrivalled combination of industry knowledge and commercial expertise in the oil and gas industry and throughout his career he has demonstrated his ability to execute attractive value accretive transactions.  I believe his appointment to the Board and support of our strategy is a clear signal to the market that Andalas is an emerging energy company with significant potential to make a material contribution to Indonesia’s energy industry, where new power sources are critically needed to keep up with current demand let alone future growth.  His appointment follows our recent partnership agreement with Indonesia’s state oil company, PT Pertamina (Persero), and adds further gravitas to our already highly experienced and qualified board, as we look to commercialise our gas-to-power business concept and capitalise on the highly compelling opportunites inherent in the Indonesian energy market for the benefit of both the country and our shareholders.”

Commenting on his appointment, Rob Arnott said: “The gas and power supply/demand fundamentals in Indonesia are clearly evident – with a serious power crisis affecting many regions, and the economic development of the entire country, there is certainly an important opportunity for a company with the relevant technological expertise and in-depth knowledge of the country such as Andalas.  I am joining a Board which already boasts significant industry and in-country experience, and I am excited at the prospect of using my expertise and contact base to further Andalas’ ambitions to realise the Board’s vision of delievering on its gas-to-power concept.  Within the current remit of our partnership with Pertamina, which provides Andalas with unique access and depth of opportunity to small gas fields in our target areas, I believe we are in an excellent position to rapidly commercialise assets and generate real returns for our shareholders.”

The following information regarding Dr. Robert John Arnott, aged 58, is disclosed under Schedule 2(g) of the AIM Rules for Companies:

Current directorships and/or partnerships Former directorships and/or partnerships (within the last five years)
Hurricane Energy plc
Independent Oil Tools PLC
Independent Oil Tools AS
Brimham Resources Limited
Rocksource ASA
Oyster Petroleum Ltd
Global Petroleum Limited
OPHL Investment Limited
Petroceltic International plc
Tullow Oil (International) Norge Limited
Spring Energy AS
Impax Environmental Markets plc
Core Energy AS

**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

Market Abuse Regulations (EU) No. 596/2014

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (“MAR”). Upon the publication of this announcement via Regulatory Information Service (“RIS”), this inside information is now considered to be in the public domain.

Andalas Energy and Power (ADL) launches Chairman’s blog

Andalas-Logo-Positive-PNG-01Andalas Energy and Power Plc, the AIM listed Indonesian focused oil and gas exploration company (AIM: ADL), is pleased to announce the launch of its new blog, ‘Insights from the Chairman’.  The blog will be updated regularly with articles primarily focused on the Indonesian gas and power industry, written and curated by the Company’s Non-Executive Chairman, Mr Paul Warwick.

The first entry can be found on the blog, accessible via the Company’s website http://www.andalasenergy.co.uk/.

**ENDS**

For further information, please go to http://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

Andalas Energy & Power (ADL) – Non Exec Chairman Paul Warwick interviewed on VOX Markets podcast

Andalas-Logo-Positive-PNG-01Andalas Energy & Power (ADL) Non Exec Chairman Paul Warwick is interviewed by Justin Waite on the VOX Markets podcast.

The interview is 22 minutes in. Click here to listen.

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