TIDMGAS
RNS Number : 4504V
Gasol plc
13 December 2013
13 December 2013
Gasol plc
("Gasol" or "the Company")
(AIM: GAS)
Interim Results for the six months ended 30 September 2013
Gasol plc, the AIM listed energy development company focused on
gas constrained nations, today announces interim results for the
six months ended 30 September 2013.
Highlights:
-- Award of LNG to Power Project by Malta's state utility to
Electrogas Malta Consortium, of which Gasol is the lead
developer;
-- Board strengthened by the appointment of Dr. Rilwanu Lukman
KBE, former OPEC Secretary General, as the new Non- Executive
Chairman, and appointment of Fassiné Fofana, former Minister of
Mining & Energy for the Government of the Republic of Guinea as
a Non-Executive Director;
-- US$100 million Bond instrument listed on the Irish Stock
Exchange on 21 August 2013 with US$20 million of those bonds issued
and fully subscribed;
-- Successful execution of a Euro Medium Term Note ("EMTN") and
placement of a US$30 million tranche with institutional investors.
The Note has a maximum size of US$100m an interest rate of 9 per
cent, paid semi annually and matures on 20 December 2017.
Alan Buxton, Chief Operating Officer of Gasol, commented:
"We have made material progress with our LNG Import projects in
Malta and Benin, each of which will provide significant value
creation. The challenge for 2014 is to bring each of these projects
to completion."
Gasol plc
Alan Buxton, Chief +44 (0) 20 7290
Operating Officer 3300
Panmure Gordon (UK)
Limited
Dominic Morley (Corporate
Finance)
Callum Stewart (Corporate
Finance) +44 (0) 20 7886
Adam Pollock (Corporate 2500
Broking)
Yellow Jersey PR
Limited
Dominic Barretto +44 (0) 7768
Kelsey Traynor 537 739
Gasol Plc
Chairman's Statement
for the six months ended 30 September 2013
It has been a busy period since my appointment at the beginning
of August this year. We have made significant progress on a number
of transactions which are reported on in the Chief Operating
Officer Report. I would like to focus on our strategy, where the
Company is headed and the funding we have secured to underpin that
strategy, before commenting on our financial results.
Strategy
Gasol's strategy is primarily focused on West Africa where we
seek to build a gas focused infrastructure business to take
advantage of gas commercialisation opportunities. The Board believe
that the quickest way to supply gas to the markets of Benin, Togo
and Ghana is through our LNG Import project in Cotonou, Benin.
However, as regasified LNG will be more expensive than natural gas
produced offshore, Gasol continues to look at upstream
opportunities in the region. There are a number of opportunities in
the region which have emerged due to the strong demand to switch
from high cost liquid fuels to gas for power generation. In
addition, the quantities of gas are generally insufficient for LNG
export projects and so the Board firmly believes that a domestic
gas to power strategy is the course to follow.
Gasol also places significant importance on the Company's
strategic alliance with SOCAR Trading SA ("SOCAR"), where it
believes that a number of LNG Import projects can be collectively
developed. Benin is a prime example, and so too is Malta, where the
Board recently announced that, as part of a consortium, with
partners GEM Holding and Siemens Project Ventures called Electrogas
Malta ("Electrogas"), it has been selected as preferred bidder for
a LNG-to-power project (the "Project") by Malta's state power
utility Enemalta, as the country aims to lower its energy costs.
Malta shares a number of the same characteristics as West Africa in
that it suffers from shortages of gas for power generation, coupled
with high electricity prices and Gasol looks forward to working
with the Government of Malta to complete the project as
expeditiously as possible. The Board believes that there is a niche
in the market for a LNG Import project developer who can provide a
complete LNG to Power solution and that the Gasol / SOCAR
combination is well placed to compete in this space.
Funding
We secured the listing of our first bond instrument on the Irish
Stock Exchange in Dublin in August of this year. The listing of the
bond is important as otherwise withholding tax would have been
payable at 20 per cent on the interest payments. In total we have
drawn down US$20m under the original bond instrument for working
capital purposes.
In late October, we executed our EMTN and placed a tranche of
US$30m with institutional investors. The notes have a 9% interest
rate and a maturity of 20 December 2017. We are working to secure a
listing for the EMTN on the Irish Stock exchange prior to 20
December of this year.
These two capital market issues have meant that Gasol has the
funding in place to pursue its strategy.
New Director
Following my appointment in August this year, the Board was
strengthened by the arrival of Fassiné Fofana this year. Fassiné
has extensive industry and regional knowledge and experience, and
has already made a valuable contribution as we seek to take
advantage of the considerable number of opportunities in the West
African region. Fassiné Fofana, 62, has considerable experience in
the mining and oil and gas industries. From 1994 to 2000, Fassiné
was Minister of Mining & Energy for the Government of the
Republic of Guinea, where he was responsible for setting Government
policy and strategy for the mining industry, prior to which he was
the Secretary General for the Central Bank of Guinea.
Financials
The financial results for the period reflect the continued
development costs related to increased project activity. Finance
costs related to the first bond issue account for much of the
increase in loss in the period. The loss after tax for the six
month period was GBP2,214,986 compared to a loss of GBP1,736,132 in
2012 (year ended 31 March 2013: GBP4,030,308), equating to a loss
per share of 7p compared with a loss of 5.6p per share (year ended
31 March 2013: 13p per share). Cash balance at 30 September 2013
was GBP3,241,050 (30 September 2012: GBP246,437; year ended 31
March 2013: GBP6,750,255) which was prior to the issue of the $30
million of EMTN referred to above.
Outlook & Priorities
Gasol continues to focus on its West Africa gas to power
strategy. The Board believes that it can leverage existing
relationships and skillsets in a region which has high gas demand
growth. That growth will come from both new power plants, as well
as the conversion of existing plants from liquid fuels to gas.
Gasol continues to see huge first mover advantage in the Benin
LNG Import project, as once the project is established there will
be multiple opportunities to secure further gas off take agreements
with minimal further capital expenditure.
The Board also believes that it will be able to secure further
wins in LNG Import projects in other regions, such as southern
Europe, which display similar market characteristics in that they
are gas constrained. Malta is a good example of the sort of
opportunity which we can win in a competitive bidding situation as
a result of the expertise that we have developed in these types of
projects, together with our partner SOCAR.
The Board looks forward to informing investors of further
progress in implementing Gasol's strategy during the course of
2014.
Dr. Rilwanu Lukman
Chairman
Gasol Plc
Chief Operating Officer Report
for the six months ended 30 September 2013
I am pleased to say that the period since the Company's full
year results has seen the announcement of a number of transactions
that we have been working on for some time and upon which I comment
below:
MALTA LNG IMPORT AND POWER PROJECT
Malta has one of the highest electricity prices in Europe, due
to a dependence on oil for electricity production. Its market
characteristics thus fit Gasol's strategy, which is to provide gas
to markets which are gas constrained, and which have high
electricity prices.
In April 2013, the Ministry for Energy and the Conservation of
Water ("MECW") in the Republic of Malta together with Enemalta
Corporation, the state utility, issued an Expression of Interest
("EOI") for a long-term Power Purchase Agreement and a Gas Supply
Agreement. The EOI was followed by a Request for Proposals ("RFP")
to the pre-qualified bidders in June 2013. Initially 19 companies
expressed interest in the Project.
Upon issuance of the EOI, Gasol formed an unincorporated
consortium called ElectroGas Malta that brought together a group of
partners with the requisite mix of skills required to deliver the
Project on schedule and on budget. The Consortium consists of: GEM
Holdings Limited ("GEM") (a group of Maltese businessmen); SOCAR;
Siemens Project Ventures GmbH; and Gasol plc.
The strength of the Consortium is that it is able to provide a
complete solution for Malta, through the supply of LNG and a
Floating Storage Vessel (both provided by SOCAR), the construction
and subsequent operation of a new power plant (Siemens), local
connections and know-how (through GEM) and Gasol as lead developer
in the negotiation of the Project Agreements and procuring of bank
finance.
The new energy supplier is required to supply approximately 200
MW from a new gas-fired CCGT power plant and corresponding LNG
facilities, which will also supply a further 150MW of existing
Enemalta plant, which will be converted to run on natural gas. The
Project is to be built on available space at the existing Delimara
Power Station at the southern end of the main island of Malta.
The term of the project is 18 years and the target date for
commissioning the new CCGT power plant is spring 2015. The LNG
facilities will be commissioned ahead of the CCGT to provide gas
for CCGT testing.
The Electrogas Malta Consortium was announced as preferred
bidder for the Project on 14 October 2013, followed by project
award on 4 December 2013. Gasol now look forward to working with
MECW and Enemalta to bring the Project to Completion.
BENIN LNG IMPORT PROJECT
The Benin project involves the supply of regasified LNG to the
West African gas pipeline, which is an underutilized asset. The
pipeline has a capacity of 474mmscf/d but currently transports
around 80mmscf/d in total to users in Benin, Togo and Ghana.
We have been working with the Government of Benin on the Project
for some time, with a view to transforming Benin into a gas and
power hub through the construction, installation and operation of a
LNG Import project at Cotonou. We are pleased with the progress
that we are making and firmly believe that the project can deliver
significant savings to customers in Benin, Togo and Ghana as
compared to the current costs of liquid fuels.
Overall, it has been a period in which the Company have made
extremely good progress as the Board looks to transform Gasol into
a major gas supplier, capable of capitalising on gas
commercialisation and monetisation opportunities in gas starved
regions around the globe.
Alan Buxton
Chief Operating Officer
Gasol Plc
Unaudited Condensed Consolidated Statement of Comprehensive
Income
for the six months ended 30 September 2013
Unaudited Unaudited Audited
six months six months year
ended ended ended
30 September 30 September 31 March
2013 2012 2013
Note GBP GBP GBP
Other operating income 34,000 34,000 68,000
Administrative expenses (1,807,006) (1,623,784) (3,381,454)
Loss from operations (1,773,006) (1,589,784) (3,313,454)
Finance income 2 668,736 16 14,262
Finance costs (1,110,716) (146,364) (731,116)
Loss before taxation (2,214,986) (1,736,132) (4,030,308)
Income tax expense - - -
------------- ------------- -----------
Loss for the period (2,214,986) (1,736,132) (4,030,308)
Loss per ordinary
share
Basic and diluted
loss per share 3 (7p) (5.6p) (13p)
All results relate to continuing activities.
All of the loss and total comprehensive expense is attributable
to equity shareholders of the parent.
Gasol Plc
Unaudited Condensed Consolidated Statement of Changes in
Equity
for the six months ended 30 September 2013
Share Share Reverse Convertible Capital Capital Translation Warrant Retained Total
capital premium acquisition loan redemption contribution reserve reserve losses equity
reserve reserve reserve reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP
At 1 April
2012 7,598,463 72,989,363 (63,104,556) 187,286 - 83,787 12,267 1,774,810 (18,832,049) 709,371
Comprehensive
income
Loss for the
year - - - - - - - - (4,030,308) (4,030,308)
-----------
Total
comprehensive
income for
the year
ended
31 March 2013 - - - - - - - - (4,030,308) (4,030,308)
Buy back and
subsequent
cancellation
of shares (7,936,494) - - - 7,936,494 - - - - -
Loan
conversion 500,000 - - (370,163) - - - 370,163 500,000
Warrants
issued
on lines of
funding - - - - - - - 252,180 - 252,180
Shares issued
in relation
to share
options
and warrants 5,589 146,447 - - - - - - - 152,036
Credit to
equity due
to the
convertible
loan - - - 182,877 - - - - - 182,877
------------ ----------- -----------
(7,430,905) 146,447 - (187,286) 7,936,494 - - 252,180 370,163 1,087,093
At 31 March
2013 167,558 73,135,810 (63,104,556) - 7,936,494 83,787 12,267 2,026,990 (22,492,194) (2,233,844)
Share Share Reverse Convertible Capital Translation Warrant Retained Total
capital premium acquisition loan contribution reserve reserve losses equity
reserve reserve reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP
At 1 April
2012 7,598,463 72,989,363 (63,104,556) 187,286 83,787 12,267 1,774,810 (18,832,049) 709,371
Comprehensive
income
Loss for the
period - - - - - - - (1,736,132) (1,736,132)
Total
comprehensive
income for
the
six months
ended
30 September
2012 - - - - - - - (1,736,132) (1,736,132)
Issue of
convertible
loan - - - 182,877 - - - - 182,877
Conversion of
loan 500,000 - - (132,399) - - - 132,399 500,000
Buy back and
subsequent
cancellation
of shares (7,936,494) - - - 7,936,494 - - - -
Warrants - on
lines of
funding - - - - - - 56,761 - 56,761
Share-based
payments - - - - - - - - -
------------ -----------
(7,436,494) - - 50,478 7,936,494 - 56,761 132,399 739,638
At 30
September
2012 161,969 72,989,363 (63,104,556) 237,764 8,020,281 12,267 1,831,571 (20,435,782) (287,123)
Share Share Reverse Capital Capital Translation Warrant Retained Total
capital premium acquisition redemption contribution reserve reserve losses equity
reserve reserve reserve
GBP GBP GBP GBP GBP GBP GBP GBP GBP
At 1 April
2013 167,558 73,135,810 (63,104,556) 7,936,494 83,787 12,267 2,026,990 (22,492,194) (2,233,844)
Comprehensive
income
Loss for the
period - - - - - - - (2,214,986) (2,214,986)
Total
comprehensive
income for
the
six months
ended
30 September
2013 - - - - - - - (2,214,986) (2,214,986)
Expiration of
convertible
element of
loan - - - - - - (58,944) 58,944 -
Share based
payments - - - - - - 12,790 - 12,790
- - - - - - (46,154) 58,944 12,790
------------- ----------- ------------- -----------
At 30
September
2013 167,558 73,135,810 (63,104,556) 7,936,494 83,787 12,267 1,980,836 (24,648,236) (4,436,040)
======== =========== ============= =========== ============= ============ =========== ============= ============
Share capital account
Share capital records the nominal value of shares in issue.
Share premium account
Share premium records the receipts from issue of share capital
above the nominal value of the shares. Share premium is stated net
of direct issue costs.
Capital contribution reserve
Contributions provided to entities by shareholders that are not
intended by either party to be repaid are accounted for as capital
contributions.
Capital redemption reserve
Capital redemption reserve is a reserve created when a company
buys its own shares which reduces its share capital. This reserve
is not distributable to shareholders and can be used to pay bonus
shares issued.
Translation reserve
Translation gains and losses arising on the retranslation of net
assets of subsidiaries whose presentational currency is not
sterling are recognised directly in equity in the translation
reserve.
Reverse acquisition reserve
A reverse acquisition reserve is established to take account of
acquisitions that are deemed to be reverse acquisitions under
International Financial Reporting Standards.
Retained earnings
The accumulated loss reserve records the cumulative profits less
losses recognised in the Statement of Comprehensive Income, net of
any distributions and share-based payments made.
Warrant reserve
The warrant reserve records the fair value charge of warrants
issued by the Group.
Convertible loan reserve
The convertible loan reserve records the equity element on the
convertible loans issued.
Gasol Plc
Unaudited Condensed Consolidated Statement of Financial
Position
at 30 September 2013
Unaudited Unaudited Audited
30 September 30 September 31 March
2013 2012 2013
Notes GBP GBP GBP
Assets
Non-current assets
Goodwill 3,000,000 3,000,000 3,000,000
Property, plant and equipment 1,363 2,547 1,397
Total non-current assets 3,001,363 3,002,547 3,001,397
Current assets
Trade and other receivables 1,430,364 255,541 718,515
Cash and cash equivalents 3,241,050 246,437 6,750,255
Total current assets 4,671,414 501,978 7,468,770
Total assets 7,672,777 3,504,525 10,470,167
Liabilities
Current liabilities
Trade and other payables 441,912 1,204,484 656,268
Borrowings 4 738,306 2,587,164 767,325
Total current liabilities 1,180,218 3,791,648 1,423,593
Non-current liabilities
Borrowings 4 10,928,599 - 11,280,418
Net (liabilities) / assets (4,436,040) (287,123) (2,233,844)
Equity
Share capital 5 167,558 161,969 167,558
Share premium account 5 73,135,810 72,989,363 73,135,810
Reverse acquisition reserve (63,104,556) (63,104,556) (63,104,556)
Total issued equity 10,198,812 10,046,776 10,198,812
Capital contribution
reserve 83,787 8,020,281 83,787
Convertible loan reserve - 237,764 -
Capital redemption reserve 7,936,494 - 7,936,494
Translation reserve 12,267 12,267 12,267
Warrant reserve 1,980,836 1,831,571 2,026,990
Retained losses (24,648,236) (20,435,782) (22,492,194)
Total (deficit) / equity
attributable to equity holders
of the parent (4,436,040) (287,123) (2,233,844)
Gasol Plc
Unaudited Condensed Consolidated Statement of Cash Flows
for the six months ended 30 September 2013
Unaudited Unaudited Audited
six months six months Year
ended ended ended
30 September 30 September 31 March
2013 2012 2013
GBP GBP GBP
Loss before taxation (2,214,986) (1,736,132) (4,030,308)
Adjustments for:
Finance income (49,300) (16) (14,262)
Finance costs 1,172,830 146,364 731,116
Foreign exchange (619,437) - -
Depreciation charges 757 382 1,532
Fair value of embedded derivative (62,113) - -
Share-based payment charge 12,790 86,233 99,477
Operating cash flows before
movements in working capital (1,759,459) (1,503,169) (3,212,445)
Increase in receivables (662,580) (78,939) (527,677)
Increase in payables (217,085) 643,521 247,341
Net cash absorbed by operating
activities (2,636,124) (938,587) (3,492,781)
Investing activities
Interest received 32 16 26
Purchase of tangible fixed
assets (723) - -
Net cash (used in) / generated
by investing activities (691) 16 26
Financing activities
Interest paid (627,823) (1,235) (67,430)
Proceeds from issue of convertible
loan note - 980,000 2,519,081
Proceeds from issue of bonds
instruments - - 13,217,600
Commission costs on issue
of bond instruments - - (2,624,348)
Repayment of loan - - (3,008,136)
Net cash (used in) / generated
from financing activities (627,823) 978,765 10,036,767
Net (decrease) / increase
in cash and cash equivalents (3,267,638) 40,194 6,544,012
Cash and cash equivalents
at beginning of period 6,750,255 206,243 206,243
Effect of foreign exchange
movements (241,567) - -
Cash and cash equivalents
at end of period 3,241,050 246,437 6,750,255
Gasol Plc
Notes to the Unaudited Consolidated Interim Financial
Statements
for the six months ended 30 September 2013
1. Accountancy policies
Basis of preparation
These unaudited interim financial statements are for the six
months ended 30 September 2013. They have been prepared in
accordance with recognition and measurement principles of
International Financial Reporting Standards (IFRS) as endorsed by
the European Union and implemented in the UK. This report should be
read in conjunction with the annual financial statements for the
year ended 31 March 2013, which have been prepared in accordance
with International Financial Reporting Standards (IFRS) as adopted
by the European Union and International Financial Reporting
Interpretations Committee ('IFRIC') Interpretations and the
Companies Act 2006, as applicable to companies reporting under
IFRS.
The financial information in this interim announcement has not
been prepared in accordance with IAS 34 'Interim Financial
Reporting'. It does not constitute statutory accounts within the
meaning of Section 434 of the Companies Act 2006. The unaudited
interim financial statements were approved by the Board on 11
December 2013.
The comparative financial information for the year ended 31
March 2013 does not constitute statutory accounts within the
meaning of Section 434 of the Companies Act 2006. The statutory
accounts of Gasol plc for the year ended 31 March 2013 have been
reported on by the Company's auditor, BDO LLP and have been
delivered to the Registrar of Companies. The report of the auditor
was unqualified but contained an emphasis of matter statement with
regard to going concern. The auditor's report did not contain
statements under Section 498(2) or 498(3) of the Companies Act
2006.
The financial information for the six months ended 30 September
2012 and 2013 is unaudited nor reviewed by the auditors in
accordance with the International Standard on Review Engagements
(UK and Ireland) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" issued by the
Auditing Practices Board for use in the United Kingdom.
Going concern
The Directors have, at the time of approving the financial
statements, a reasonable expectation that the Company and the Group
have adequate resources to continue in operational existence for
the foreseeable future having secured additional financing
discussed in the Chairmen's statement. Thus they continue to adopt
the going concern basis of accounting in preparing the financial
statements.
1. Accounting policies (continued)
Basis of consolidation
The consolidated interim financial statements incorporate the
financial statements of Gasol Plc (Gasol) and all its subsidiaries
and joint ventures. The most recent set of audited financial
statements for Gasol were made up to 31 March 2013.
This interim financial information for Gasol incorporates the
consolidated financial statements of Gasol, African LNG Holdings
Limited ("AFLNG"), African LNG Services Limited, Afgas
Infrastructure Limited, Afgas Nigeria Limited and SONAF G.E S.A.
for the six months ended 30 September 2013.
The accounting policies adopted in the preparation of the
interim consolidated financial statements are consistent with those
followed in the preparation of the Group's annual financial
statements for the year ended 31 March 2013.
2. Finance income
30 September 30 September 31 March
2013 2012 2013
GBP GBP GBP
Bank interest received 2,176 16 26
AFGEN - Loan interest
receivable 47,123 - 14,236
Foreign exchange on 863,732 - -
Bond (note 4)
Other foreign exchange (244,295) - -
movements
668,736 2,587,645 14,262
============= ============= =========
3. Loss per ordinary share
The calculation of a basic loss per share of 7
pence (six months ended 30 September 2012 loss
per share of 5.6 pence; year ended 31 March 2013:
loss per share of 13 pence) is based on the loss
for the period attributable to equity holders of
Gasol plc of GBP2,214,986 (six months ended 30
September 2012: GBP1,736,132; year ended 31 March
2013: GBP4,030,308).
The weighted average number of shares in issue
used in the loss per share calculation of 31,905,919
(six months ended 30 September 2012: 30,699,861;
year ended 31 March 2013: 31,905,919) represents
the weighted average number of ordinary shares
in Gasol Plc that were in issue during the period.
Due to the loss incurred during the period, a diluted
loss per share has not been disclosed as this would
serve to reduce the basic loss per share.
4. Borrowings
Current liabilities 30 September 30 September 31 March
2013 2012 2013
GBP GBP GBP
Convertible loan notes 726,771 2,617,117 741,650
Embedded derivative 11,535 - 57,949
Loan fees - warrant
charge - (29,472) (32,274)
-------------
738,306 2,587,645 767,325
============= ============= =========
Non-current liabilities 30 September 30 September 31 March
2013 2012 2013
GBP GBP GBP
Convertible loan note 623,206 - 609,753
Embedded derivative 56,023 - 71,716
Bond instrument 12,499,572 - 13,327,746
Loan fees - warrant
charge (146,753) - (177,115)
Loan fees - Finance
costs (2,103,449) - (2,551,682)
------------- ------------- ------------
10,928,599 - 11,280,418
============= ============= ============
The embedded derivatives attached to the convertible loans are
treated as financial instruments held at fair value through profit
and loss. As a result, a credit of GBP62,133 (six months ended 30
September 2012: GBPnil, year ended 31 March 2013: charge of
GBP53,466) has been recognised in the income statement as finance
costs representing the fair value adjustment. This has been
calculated as the difference between the convertible option value
at 31 March 2013 of GBP129,665 and the fair value of the option at
30 September 2013 of GBP67,558.
The movement on each loan can be summarised as follows:
Bond instrument Convertible Convertible Total
1 loan loan GBP
GBP 2 3
GBP GBP
Balance at 1 April
2013 10,631,826 648,592 767,325 12,047,743
Finance charge:
coupon interest 660,880 13,453 17,402 691,735
Cash repayment
of interest (625,324) - - (625,324)
Finance charge:
warrant charges 30,363 - - 30,363
Unwinding of commission
costs 439,839 8,394 - 448,233
Erosion of embedded
derivative - (15,693) (46,420) (62,113)
Foreign exchange
revaluation of
loan (863,732) - - (863,732)
Balance at 30 September
2013 10,273,852 654,746 738,307 11,666,905
================ ============ ============ ===========
Bond instrument 1
During the period, interest of GBP660,880 was accrued for at 10%
of which GBP625,324 was paid in October. The total commission costs
capitalised in the previous year are being unwound over the life of
the bond and a charge of GBP439,839 has therefore been recognised.
The bond has also been retranslated at the year end and as a result
of the dollar weakening against pound sterling; the bond has
decreased in value by GBP863,732. The repayment date of the bonds
is the 28 February 2016.
4. Borrowings (continued)
Convertible loan 2
This convertible loan agreement with SOCAR is repayable on the
15 March 2015, with interest accruing at 4% compounded annually,
payable in full on conversion or repayment.
Repayment of the loan at the lender's option can be:
-- In cash; or
-- In shares - calculated as the aggregate loan plus accrued
interest by a price which is the lower of (i) GBP0.18 and (ii) the
90 day volume weighted average price of a Share on the London Stock
exchange on the date of the conversion notice, provided this is not
lower than GBP0.05.
This option to convert the loan into shares has been treated as
a separate financial instrument as an embedded derivative.
Convertible loan 3
The convertible loan agreement with Banque Benedict Hentsch
& CIE SA is repayable on the 30 December 2013, with interest
accruing at 5% compounded annually, payable in full on conversion
or repayment.
Repayment of the loan at the lenders's option will be:
-- In cash; or
-- In shares - calculated as the aggregate loan plus accrued
interest divided by the lower of (i) 0.20 pence and (ii) price per
share applicable to any capital raising after the date hereof.
This option to convert the loan into shares has been treated as
a separate financial instrument as an embedded derivative.
Total movements in borrowings can be summarised as follows:
Borrowings 30 September 30 September 31 March
2013 2012 2013
GBP GBP GBP
Brought forward 12,047,743 2,115,440 2,115,440
Cash issue of new
convertible loans - 980,000 2,519,081
Cash issue of new
bond - - 13,217,600
Cash repayment of
convertible loans - - (3,008,136)
Cash commission costs
recognised - - (2,624,348)
Repayment of convertible
loan with shares - (500,000) (500,000)
Non-cash finance charge 66,412 92,191 247,837
Recognition of equity
element - (182,877) (182,877)
Unwinding loan fees 30,361 82,891 289,717
Fair value of embedded
derivatives (62,113) - 53,466
Loan fees - warrant
charge - - (152,703)
Unwinding of commission
costs 448,234 - 72,666
Foreign exchange translation (863,732) - -
(see note 2)
-------------
11,666,905 2,587,645 12,047,743
============= ============= ============
4. Borrowings (continued)
The bond instrument and the SOCAR loan have commission costs of
GBP2,624,348 and Directors fees of GBP120,000 which are directly
attributable to the raising of the financing. These costs are being
recognised over the term of the loan on a straight line basis.
5. Share capital and share premium
Number Ordinary Share Number Deferred Total
of Ordinary Shares Premium of deferred Shares
shares shares
No. GBP GBP No. GBP GBP
As at 1 April
2012 1,519,692,521 7,598,463 72,989,363 - - 80,587,826
Issued during
the year 100,000,029 500,000 - - - 500,000
Share split - (7,936,494) - 32,393,851 7,936,494 -
Share buy
back - - - (32,393,851) (7,936,494) (7,936,494)
Share-based
payment 1,117,837 5,589 146,447 - - 152,036
Share consolidation (1,587,298,689) - - - - -
--------------- ----------- ---------- ------------ ----------- -----------
At 31 March
2013 and
30 September
2013 33,511,698 167,558 73,135,810 - - 73,303,368
=============== =========== ========== ============ =========== ===========
6. Subsequent events
On 4(th) December 2013 the Company was awarded a LNG-to-power
project by Maltas's state power utility Enemalta, as the country
aims to lower its energy cost;
The Company has successfully executed of a EMTN and placement of
a US$30 million tranche with institutional investors. The Note has
a maximum size of US$100m and an interest rate of 9 per cent, paid
semi annually and matures on 20 December 2017.
7. Interim report
This document is available on the Company's website at
www.gasolplc.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR FMMMZLZGGFZM
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