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3. TAXATION |
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The Company is subject to income tax at a rate of 0%. The Company is registered as an International Services Entity under the Goods and Services Tax (Jersey) Law 2007 and a fee of £200 has been paid, which has been included in administrative expenses. |
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4. LOSS PER SHARE |
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The calculation of basic loss per ordinary share is based on the comprehensive loss for the year of (£434,023) (2015: (£222,239)). The weighted average number of shares in issue during the year was 16,765,990 (2015: 9,830,300). As explained in note 10 there are share options in issue over the Company's ordinary shares. The options would decrease the basic loss per share and as a result there is no dilution effect on the loss per share, therefore the diluted loss per share is the same as the basic loss per share. |
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5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS |
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2016 |
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2015 |
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£ |
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£ |
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Sterling Energy plc ("Sterling") |
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45,750 |
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52,500 |
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Argos Resources Ltd ("Argos") |
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37,500 |
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81,300 |
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Falkland Oil & Gas Ltd ("Falkland") |
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- |
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394,198 |
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Rockhopper Exploration plc ("Rockhopper") |
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128,036 |
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- |
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Pancontinental Oil & Gas NL ("Pancontinental") |
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5,013 |
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8,823 |
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Total investments |
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216,299 |
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536,821 |
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On 18 January 2016 Falkland entered into an all share merger agreement with Rockhopper. After the merger, the Company received 0.2993 Rockhopper shares for each Falkland share, therefore 1,196,600 Falkland shares were converted to 358,142 Rockhopper shares. On 30 June 2016, the market value of the Company's holding of 358,142 (2015: 1,446,600) ordinary fully paid shares in Rockhopper (2015: Falkland), representing 0.08% (2015: 0.27%) of the issued share capital of the company, was £128,036 (2015: £394,198) (35.75p per share (2015: 27.25p)). 250,000 Falkland shares were disposed in the current year. On 30 June 2016, the market value of the Company's holding of 300,000 (2015: 300,000) ordinary fully paid shares in Sterling, representing 0.14% (2015: 0.14%) of the issued share capital of the Company, was £45,750 (2015: £52,500) (15.25p per share (2015: 17.50p per share)). No (2015: 200,000) shares were disposed in the current year. On 30 June 2016, the market value of the Company's holding of 1,000,000 (2015: 1,000,000) ordinary fully paid shares in Argos, representing 0.46% (2015: 0.46%) of the issued share capital of the company, was £37,500 (2015: £81,300) (3.75p per share (2015: 8.13p per share)). No shares were disposed in the current or prior year. |
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On 30 June 2016, the market value of the Company's holding of 3,000,000 (2015: 3,000,000) ordinary fully paid shares in Pancontinental, representing 0.26% (2015: 0.26%) of the issued share capital of the company, was £5,013 (2015: £8,823) (0.17p per share (2015: 0.29p per share)). No shares were disposed in the current or prior year. |
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6. OTHER RECEIVABLES |
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2016 |
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2015 |
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£ |
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£ |
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Prepayments |
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10,023 |
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9,721 |
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7. CASH AND CASH EQUIVALENTS |
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2016 |
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2015 |
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£ |
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£ |
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Fixed deposit |
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400,256 |
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- |
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Cash at bank |
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2,460 |
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7,291 |
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402,716 |
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7,291 |
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Cash is held on fixed deposit for a term of one month. Cash and cash equivalents are considered to be highly liquid, so that book cost is considered equivalent to fair value. |
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8. TRADE AND OTHER PAYABLES |
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2016 |
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2015 |
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£ |
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£ |
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Accrued expenses |
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31,387 |
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31,760 |
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9. SHARE CAPITAL |
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2016 |
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2015 |
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£ |
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£ |
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Authorised: |
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200,000,000 (2015: 200,000,000) nil par ordinary shares (2015: 20p each) |
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- |
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40,000,000 |
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200,000,000 (2015: 200,000,000) redeemable "B" shares of nil par each (2015: 1p each) |
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- |
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2,000,000 |
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Allotted, called up and fully paid: |
Ordinary shares |
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Ordinary shares |
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No. |
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£ |
1 July 2015 |
9,830,300 |
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1,966,060 |
Additions |
12,740,035 |
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509,601 |
Conversion of share premium account |
- |
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551,560 |
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At 30 June 2016 |
22,570,335 |
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3,027,221 |
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On 14 December 2015, the Company raised further capital in the form of a subscription in conjunction with an open offer. The Subscription raised £240,000 before expenses with 6,000,000 ordinary shares at 4 pence per share. The open offer raised £269,601 before expenses with 6,740,035 ordinary shares at 4 pence per share. There were no redemptions of share issues during the year ended 30 June 2016. |
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10. SHARE PREMIUM AND SHARE OPTIONS |
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Share Premium Account |
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Share option Account |
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£ |
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£ |
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1 July 2015 |
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551,560 |
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349,906 |
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Conversion to Nil Par value shares |
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(551,560) |
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- |
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At 30 June 2016 |
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- |
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349,906 |
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On 22 September 2009 the Company granted 250,000 share options at a weighted average exercise price of 62p per share. In 2011 the terms of the options were changed, to give a weighted average exercise price of 17p per share. In 2012 this was changed to 20p per share. On 5 December 2011 the Company granted 1,500,000 share options at a weighted average exercise price of 20p per share. The fair value of those options granted, after adjusting for the changes in the exercise price, was £184,590 using the Black Scholes valuation model. |
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As at 30 June 2016, options were outstanding over 1,650,000 (2015: 1,650,000) ordinary nil par shares, with a weighted average exercise price of 20p (2015: 20p). The options vested in the year ended 31 December 2012 and are exercisable at the option of the option holder, expiring 31 December 2016. During the year nil (2015: nil) options were exercised and £nil (2015: £nil) of the option reserve was released to share premium. During the year, as part of the open offer, the Company converted its nominal and issued share capital to nil par value. As a consequence of the re-designation of the shares as nil par value, the Company has transferred the amount of the share premium account to share capital. |
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11. FINANCIAL RISK |
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The Company's investment activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk), credit risk and liquidity risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance. |
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a) Market Risk |
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i) Foreign exchange risk |
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The Company is not exposed to significant currency risk as it invests in companies listed on the London Stock Exchange, predominately denominated in Sterling and has cash balances denominated in Sterling. The Company does have exposure to currency risk through its investment in Pancontinental, the directors do not deem the exposure significant and have not hedged this exposure. |
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ii) Price risk |
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Price risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate due to changes in market prices. The Company is exposed to price risk on the investments held by the Company and classified by the Company on the Statement of Financial Position as fair value through profit or loss. To manage its price risk management closely monitor the activities of the underlying investments. |
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The Company's exposure to price risk is as follows: |
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Fair Value |
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Fair Value Through Profit or Loss, as at 30 June 2016 |
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216,299 |
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Fair Value Through Profit or Loss, as at 30 June 2015 |
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536,821 |
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The Company's investments are all publicly traded and listed on either the Alternative Investment Market ("AIM") or on the Australian Stock Exchange. The Company's sensitivity to a 15% increase/(decrease) in market price would be £32,445/(£32,445) (2015: £80,523/(£80,523)). A positive number indicates an increase in the net assets attributable to ordinary shareholders and a negative number indicates a decrease. The 15% increase/(decrease) on the net assets attributable to ordinary shareholders would have the same impact on the post-tax profit for the year. 15% represents management's assessment of a reasonably possible change in the market prices. iii) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not significantly exposed to interest rate risk as it does not have any borrowings, however, the Company does have short term (<3 months) cash deposits, which exposes the Company to effects of fluctuations in the prevailing levels of market interest rates on its cash flow. An increase in the interest rates of 0.5% (2015: 1%) would cause the Company's net financial assets to increase by £2,014 (2015: £73). An equal change in the opposite direction would have decreased the net assets attributable to shareholders by an equal but opposite amount. 0.5% represents the management's assessment of a reasonably possible change in interest rates. |
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The following table summarises the Company's exposure to interest rate risks: Interest rate risk profile |
As at 30 June 2016 |
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Up to 1 year |
Over 1 year |
Non-interest bearing |
Total £ |
Assets |
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Other receivables |
- |
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10,023 |
10,023 |
Cash and cash equivalents |
402,716 |
- |
- |
402,716 |
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402,716 |
- |
10,023 |
412,739 |
Liabilities |
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Trade and other payables |
- |
- |
31,387 |
31,387 |
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As at 30 June 2015 |
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Up to 1 year |
Over 1 year |
Non-interest Bearing |
Total £ |
Assets |
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Other receivables |
- |
- |
9,721 |
9,721 |
Cash and cash equivalents |
7,291 |
- |
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7,291 |
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7,291 |
- |
9,721 |
17,012 |
Liabilities |
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Trade and other payables |
- |
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31,760 |
31,760 |
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b) Credit Risk |
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Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet commitments it has entered into with the Company. The carrying amounts of the financial assets best represent the maximum credit exposure at the end of the reporting period. This also relates to the financial assets carried at cost, as they have a short term to maturity. |
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The Directors do not believe the Company is subject to any significant credit risk exposure regarding trade receivables. At the period end date the Company was exposed to credit risk on the investments of which the shareholders are aware. The Directors regularly review the investments held by the Company. |
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At the end of the reporting period, the Company's financial assets exposed to credit risk amounted to the following: |
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2016 £ |
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2015 £ |
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Financial assets at fair value through profit or loss |
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216,299 |
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536,821 |
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Other receivables |
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10,023 |
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9,721 |
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Cash and cash equivalents |
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402,716 |
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7,291 |
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629,038 |
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553,833 |
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The Company considers that all the above financial assets are not impaired or past due for each of the reporting dates under review and are of good credit quality. |
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c) Liquidity Risk |
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Liquidity risk is the risk that the Company cannot meet its liabilities as they fall due. The Company's primary source of liquidity consists of cash and cash equivalents and financial assets held at fair value through profit or loss. The Company's financial assets at fair value through profit or loss are publicly traded and are deemed highly liquid. |
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The following table details the contractual, undiscounted cash flows of the Company's financial liabilities: |
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As at 30 June 2016 |
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Up to 3 months |
Up to 1 year |
Over 1 year |
Total £ |
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Financial liabilities |
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Accrued expenses |
31,387 |
- |
- |
31,387 |
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31,387 |
- |
- |
31,387 |
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As at 30 June 2015 |
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Up to 3 Months |
Up to 1 year |
Over 1 year |
Total £ |
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Financial liabilities |
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Accrued expenses |
31,760 |
- |
- |
31,760 |
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31,760 |
- |
- |
31,760 |
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Capital Management |
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The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide optimum returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce cost of capital. |
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In order to maintain or adjust the capital structure, the Company may issue new shares, return capital to shareholders or sell assets. The Company does not have any debt nor is the Company subject to any external capital requirements. |
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Fair Value Estimation |
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The Company has classified its financial assets as fair value through profit or loss and fair value is determined via one of the following categories: |
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Level I - An unadjusted quoted price in an active market provides the most reliable evidence of fair value and is used to measure fair value whenever available. As required by IFRS 7, the Company will not adjust the quoted price for these investments, (even in situations where it holds a large position and a sale could reasonably impact the quoted price). |
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Level II - Inputs are other than unadjusted quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. |
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Level III - Inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant management judgment or estimation. |
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The investments held by the Company fall within Level 1 as they are valued by unadjusted quoted prices. |
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12. DIRECTORS' REMUNERATION AND SHARE OPTIONS |
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2016 |
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2015 |
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2016 |
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Directors' fees |
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Directors' fees |
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Options outstanding |
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£ |
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£ |
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£ |
D R King |
12,000 |
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14,750 |
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- |
M Bradlow |
8,000 |
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8,000 |
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550,000 |
G Walsh |
- |
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- |
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500,000 |
T O'Gorman |
- |
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- |
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500,000 |
P J Richardson (resigned 9th January 2015) |
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4,000 |
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50,000 |
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20,000 |
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26,750 |
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1,600,000 |
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At the year end the Company owed £3,000 (2015: £1,000) in outstanding directors' fees. No share options were issued during the year ended 30 June 2016 (2015: nil) and nil (2015: nil) options were exercised during the year. All outstanding options are due to expire 31 December 2016. The Company does not employ any staff except for its Board of Directors. The Company does not contribute to the pensions or any other long-term incentive schemes on behalf of its Directors. |
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13. RELATED PARTIES |
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The preparation of the financial statements of the Company, and Company Secretary services are undertaken by Stonehage Fleming Corporate Services Limited. During the year fees totalling £46,792 (2015: £nil) were paid to Stonehage Fleming Corporate Services Limited of which £22,287 (2015: £nil) was outstanding at the year end. Stonehage Fleming Corporate Services Limited was appointed as Company Secretary on 17th September 2015. The previous Company Secretary was Crestbridge Corporate Services Limited. During the year fees totalling £nil (2015: £46,471 were paid to Crestbridge Corporate Services Limited of which £nil (2015: £12,360) was outstanding at the year end. |
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Fees paid to the Directors are disclosed in note 12. |
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14. CONTROLLING PARTY |
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In the opinion of the Directors the Company does not have a controlling party. |
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15. SUBSEQUENT EVENTS |
On 15 November 2016, the market value of the investments that were held at 30 June 2016 was £182,954, which represents a material decline in the value of the investments from the end of the reporting period. The decline reflects the current market conditions on investments. |
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