TIDMLBE

RNS Number : 1285C

Longboat Energy PLC

06 February 2020

6 February 2020

Longboat Energy plc

("Longboat Energy", "the Company" or "Longboat")

Final Results for the Year ended 31 December 2019

Longboat Energy, established by the former management team of Faroe Petroleum plc to build a significant North Sea-focused E&P business, announces its preliminary results for the period from incorporation on 28 May 2019 to 31 December 2019.

Operational and strategy update

Since Longboat was admitted to AIM on 28 November 2019, the Directors' time and resources have been fully deployed in meeting the Company's investment objective to create a full-cycle North Sea E&P company in order to deliver value to shareholders.

The Company's Board of Directors has excellent relationships across the North Sea oil and gas industry, which the Company intends to use in order to access attractive bi-lateral deal opportunities.

The Company is targeting an initial acquisition that will deliver near term cashflow as well as provide an appropriate platform upon which to achieve the Company's investment objectives. Initial acquisition targets are expected to be:

   --    located offshore Norway and the UK or the wider EEA region; 

-- producing and/or near producing assets, providing cash flows to fund organic growth with robust economics, sustainable in a low oil price environment;

-- assets with identifiable upsides via organic growth through further field investment (infill drilling etc.), potential near-field exploration and with follow on opportunities to deliver a hub strategy;

   --    assets with aligned partnerships where the Company can influence and optimise operations; and 

-- assets where the management team's experience is valued by the other licence partners and the authorities and can be exploited to add value.

The North Sea oil and gas industry has been experiencing an extended period of significant consolidation and the assets that are being targeted are typically non-core to existing large E&P companies, and where the Directors believe that the investment objectives of the Company to create significant value can be met. The Company's investment objectives are intended to be achieved:

-- through geological expertise, technical knowledge and understanding in addition to deep experience across the E&P life cycle;

   --    through cost reductions and targeted investments in the assets to be acquired; and 
   --    by focusing on assets that have the potential to provide material upside to Longboat Energy. 

The Company aims to deliver value by applying the business model of growing production and reserves through value creative M&A combined with exploration. Longboat will focus on 'near field' exploration with access to infrastructure and de-risking through nearby discoveries.

The Company's Annual Report & Accounts to 31 December 2019 will be posted to shareholders in due course.

Helge Hammer, Chief Executive of Longboat Energy, said:

"We are currently evaluating a number of deal opportunities which may prove to be suitable acquisition candidates. A key objective for any acquisition will be a focus on investments where we believe we can facilitate growth and unlock inherent value.

"We look forward to updating the market on this process at the appropriate time."

 
 Enquiries: 
 Longboat Energy                         via FTI 
 Helge Hammer, Chief Executive Officer 
 Jon Cooper, Chief Financial Officer 
 
 Stifel (Nomad)                          Tel: +44 20 7710 7600 
 Callum Stewart 
  Jason Grossman 
  Nicholas Rhodes 
  Ashton Clanfield 
 
 FTI Consulting (PR adviser)             Tel: +44 20 3727 1000 
 Ben Brewerton 
  Sara Powell                            longboatenergy@fticonsulting.com 
 

Results

The Company's loss after taxation for the period from incorporation to 31 December 2019 was GBP196,301. In the period to 31 December 2019, the Company recorded no revenue and incurred GBP198,051 of administrative and operating expenses. During the period the Company raised GBP10m (before transaction costs) by way of share issues, including GBP9.5m through the Company's Initial Public Offering as detailed in note 16 to the financial statements. Transaction costs associated with share issues totalled GBP741,340. At the period end the Company held a cash balance of GBP9,201,692.

Dividends

It is the Board's policy that the Company should seek to generate capital growth for its shareholders but may recommend distributions at some future date when the investment portfolio matures, and production revenues are established and when it becomes commercially prudent to do so

Statement of going concern

The financial statements of Longboat Energy plc have been prepared on a going concern basis.

Outlook

The initial focus of the Directors is to identify, secure and finance a first acquisition that will deliver asset(s) that are able to meet the Company's investment criteria (including near term cashflow) as well as provide an appropriate basis to build on the Company's investment objectives. In parallel, the Board will continue to focus on seeking additional opportunities for generating shareholder returns in the medium and long-term beyond the first acquisition.

Statement of losses

for the Period 28 May 2019 to 31 December 2019

 
                                           Notes      Period 
                                                   28 May 19 
                                                   to 31 Dec 
                                                          19 
                                                         GBP 
 
CONTINUING OPERATIONS                                      - 
 Revenue 
Administrative expenses                            (198,051) 
Other operating expenses                                   - 
                                                  ---------- 
OPERATING LOSS                                     (198,051) 
Finance income                               7         1,750 
                                                  ---------- 
LOSS BEFORE INCOME TAX                       8     (196,301) 
                                                  ---------- 
Income tax                                  10             - 
                                                  ---------- 
LOSS FOR THE PERIOD                                (196,301) 
                                                  ---------- 
 
   Loss per share expressed in pence per 
   share: 
Basic                                       11        (9.52) 
Diluted                                               (9.52) 
 

All profits and losses arise from continuing activities.

There were no items of other comprehensive income in the period therefore no statement of comprehensive income has been prepared.

Statement of financial position

As at 31 December 2019

 
                                Notes  31 Dec 19 
                                             GBP 
 
ASSETS 
 NON-CURRENT ASSETS 
Property, plant and equipment    12        2,245 
Investments                      13        2,540 
                                       --------- 
                                           4,785 
                                       --------- 
CURRENT ASSETS 
Trade and other receivables      15       83,104 
Cash and cash equivalents              9,201,692 
                                       --------- 
                                       9,284,796 
                                       --------- 
TOTAL ASSETS                           9,289,581 
                                       --------- 
EQUITY 
 SHAREHOLDERS' EQUITY 
Called up share capital          16    1,000,000 
Share premium                    17    7,808,660 
Other reserves                   17      450,000 
Retained earnings                17    (196,301) 
                                       --------- 
TOTAL EQUITY                           9,062,359 
                                       --------- 
LIABILITIES 
CURRENT LIABILITIES 
Trade and other payables         18      227,222 
                                       --------- 
TOTAL LIABILITIES                        227,222 
                                       --------- 
TOTAL EQUITY AND LIABILITIES           9,289,581 
                                       --------- 
 

The financial statements were approved by the board of directors and authorised for issue on 5 February 2020 and are signed on its behalf by:

Helge Hammer Director

5 February 2020

Statement of changes in equity

for the Period 28 May 2019 to 31 December 2019

 
                               Called up share               Share               Other          Retained  Total equity 
                                       capital             premium            reserves          earnings 
------------------- 
                                           GBP                 GBP                 GBP               GBP           GBP 
-------------------  -------------------------  ------------------  ------------------  ----------------  ------------ 
 
   On incorporation                          1                   -                   -                 -             1 
 Issue of share 
  capital                              229,999             270,000                   -                 -       499,999 
 Share buy-back 
  and cancellation 
  of share premium                   (180,000)           (270,000)             450,000                 -             - 
 Initial Public 
  Offering                             950,000           8,550,000                   -                 -     9,500,000 
 Costs of share 
  issue                                      -           (741,340)                   -                       (741,340) 
 Total 
  comprehensive 
  expense                                    -                   -                   -         (196,301)     (196,301) 
                     -------------------------  ------------------  ------------------  ----------------  ------------ 
 Balance at 31 
  December 
  2019                               1,000,000           7,808,660             450,000         (196,301)     9,062,359 
                     -------------------------  ------------------  ------------------  ----------------  ------------ 
 

Statement of cash flows

for the Period 28 May 2019 to 31 December 2019

 
                                          Notes                  Period 28 May 
                                                                            19 
                                                                  to 31 Dec 19 
                                                                           GBP 
 
Loss before income tax                                               (196,301) 
Finance income                              7                          (1,750) 
 
Increase in trade and other receivables    15                         (83,104) 
Increase in trade and other payables       18                          220,444 
                                                 ----------------------------- 
Cash absorbed by operations                                           (60,711) 
Cash flows from investing activities 
Purchase of tangible fixed assets          12                         (2,245) 
Purchase of fixed asset investments        13                          (2,540) 
Intercompany Loan                                                            - 
Interest received                                                       1,750 
                                                 ----------------------------- 
Net cash used in investing activities                                  (3,035) 
Cash flows from financing activities 
Share issue (net of issue costs)           17                       9,258,660 
                                                 ----------------------------- 
Net cash from financing activities                                   9,258,660 
                                                 ----------------------------- 
Increase in cash and cash equivalents                                9,194,914 
Cash and cash equivalents at beginning                                       - 
 of period 
                                                 ----------------------------- 
Cash and cash equivalents at end 
 of period                                                           9,194,914 
                                                 ----------------------------- 
 
Relating to: 
Bank balances and short-term deposits                                9,201,692 
Bank overdrafts                                                        (6,778) 
                                                 ----------------------------- 
                                                                     9,194,914 
                                                 ----------------------------- 
 

Notes to the financial statements

for the Period 28 May 2019 to 31 December 2019

1. Statutory information

Longboat Energy plc is a public limited company, limited by shares, registered in England and Wales. The company's registered number is 12020297 and registered office address 5(th) Floor, One New Change, London, England, EC4M 9AF

2. Accounting policies Basis of preparation

The financial statements of Longboat Energy plc and the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) adopted for use in the European Union and in accordance with the Companies Act 2006.

The financial information for the year ended 31 December 2019 set out in this announcement does not constitute the Company's statutory financial statements for the year ended 31 December 2019 but is extracted from the audited financial statements. The statutory financial statements for 2019 will be delivered to the Registrar of Companies in due course.

The auditors have reported on the financial statements for the year ended 31 December 2019 and their report was unqualified. The report did not contain statements under section 498 (2) or (3) of the Companies Act 2006.

While the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRSs and IFRIC interpretations) issued by the International Accounting Standards Board and as endorsed for use in the European Union, and with those parts of the Companies Act 2006 applicable to companies preparing their accounting under IFRS, this announcement does not itself contain sufficient information to comply with IFRSs.

The principal accounting policies adopted in the preparation of the financial information in this announcement are set out in the Company's full financial statements for the year ended 31 December 2019.

The financial statements have been prepared on the historical cost basis.

Going concern

The directors, having made due and careful enquiry and preparing forecasts, are of the opinion that the company has adequate working capital to execute its operation over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

Property, plant and equipment

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Computer Equipment 33.33% straight line

Financial instruments

A financial instrument is a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and liabilities comprise non-derivative and derivative receivables and payables.

Classification: Financial assets

The Company classifies financial assets in the following measurement categories:

-- financial assets subsequently measured at fair value (either through other comprehensive income or through profit or loss), and

-- financial assets measured at amortised cost.

The Company has no financial assets subsequently measured at fair value through other comprehensive income or through profit or loss.

Classification depends on the business model used for managing financial assets and on the characteristics of the contractual cash flows involved.

All financial assets held by the Company, have contractual cash flows representing solely the payment of principal and interest. The Company holds all these assets to collect the contractual cash flows. These assets are classified as held at amortised cost.

Classification: Financial liabilities

Financial liabilities other than derivatives are classified as measured at amortised cost. The Company has no derivatives.

Measurement on initial recognition

A financial asset or financial liability is initially measured at its fair value, plus, in the case of a financial asset or financial liability not subsequently measured at fair value through profit or loss, the transaction costs directly attributable to the acquisition of the asset or issuing of the liability.

Transaction costs of financial assets measured at fair value through profit or loss are recognised as an expense in the income statement.

The fair value is defined as the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction.

Subsequent measurement

The subsequent measurement of debt instruments depends on the classification of the financial asset or liability, described above.

Financial assets and liabilities measured at amortised cost are accounted for using the effective interest rate method. Interest income and expense is reported as financial income and expense. Gains or losses arising on the derecognition of the financial asset or liability are recognised directly in profit or loss as other operating income/expense together with foreign currency gains and losses.

Impairment

Trade receivables and other receivables are measured and carried at amortised cost using the effective interest method, less any impairment.

The carrying amount is reduced by the expected lifetime losses. The Company does not hold other financial assets for which an expected credit loss would be material to record.

Taxation

Taxation, comprised of current and deferred tax, is charged or credited to the income statement unless it relates to items recognised in other comprehensive income or directly in equity. In such cases, the related tax is also recognised in other comprehensive income or directly in equity.

Current tax liabilities are measured at the amount expected to be paid, based on tax rates and laws that are enacted or substantively enacted at the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method and is calculated using rates of taxation enacted or substantively enacted at the balance sheet date which are expected to apply when the asset or liability is settled.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are only recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is not recognised in respect of investments in subsidiaries and associates where the reversal of any taxable temporary differences can be controlled and are unlikely to reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset and there is an intention to settle the balances on a net basis.

Tax provisions are recognised when there is a potential exposure under changes to International tax legislation.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Leases

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

- Leases of low value assets; and

- Leases with a duration of 12 months or less.

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Company's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments are expensed in the period to which they relate.

On initial recognition, the carrying value of the lease liability also includes:

- amounts expected to be payable under any residual value guarantee;

- the exercise price of any purchase option granted in favour of the group if it is reasonable certain to assess that option;

- any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of termination option being exercised.

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

- lease payments made at or before commencement of the lease;

- initial direct costs incurred; and

- the amount of any provision recognised where the Company is contractually required to dismantle, remove or restore the leased asset.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

Reserves

A description of each of the reserves follows:

Share capital

Share capital represents the nominal value of shares issued less the nominal value of shares repurchased and cancelled.

Share Premium

This reserve represents the difference between the issue price and the nominal value of shares at the date of issue, net of related issue costs and share premium cancelled.

Retained Earnings

Net revenue profits and losses of the Company which are revenue in nature are dealt with in this reserve.

Other reserve

Other reserves relate to the nominal value of share capital repurchased and cancelled.

3. Adoption of new and revised standards and changes in accounting policies

Standards issued but not yet effective

At the date of authorisation of these financial statements, the Company has not applied the following standards that have been issued but are not yet effective. The Company has not adopted any new or amended standards early.

 
                                                                        Effective 
                                                                         date: 
  IFRS 17                 Insurance Contracts                           1 January 
                                                                         2021 
  IFRS 10 and IAS         Sale or Contribution of Assets between        No date set 
   28 (Amendments)         an Investors and its Associate or 
                           Joint Venture 
  IFRS 3 (Amendments)     Definition of a business                      1 January 
                                                                         2020 
  IAS 1 and IAS           Definition of material                        1 January 
   8 (Amendments)                                                        2020 
  Conceptual Framework    Amendments to References to the Conceptual    1 January 
                           Framework in IFRS Standards                   2020 
 

In October 2018, the International Accounting Standards Board (Board) issued Definition of a Business (Amendments to IFRS 3) to make it easier for companies to decide whether activities and assets they acquire are a business or merely a group of assets. The amendments:

   --      confirmed that a business must include inputs and a process, and clarified that: 
   -     the process must be substantive; and 
   -     the inputs and process must together significantly contribute to creating outputs. 

-- narrowed the definitions of a business by focusing the definition of outputs on goods and services provided to customers and other income from ordinary activities, rather than on providing dividends or other economic benefits directly to investors or lowering costs; and

-- added a test that makes it easier to conclude that a company has acquired a group of assets, rather than a business, if the value of the assets acquired is substantially all concentrated in a single asset or group of similar assets.

The amendment is effective for periods beginning on or after 1 January 2020. It has yet to be endorsed for application in the European Union. Given the acquisition strategy of the Company these amendments may have a significant impact on the accounting treatment for future acquisitions.

Other changes to standards, interpretations and amendments issued but not yet effective are not expected to have a material impact on the Company financial statements.

4. Critical accounting estimates

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Cost allocation

In accordance with IFRS the costs of the IPO that involves both issuing new shares and a stock market listing was accounted for as follows:

-- Incremental costs that are directly attributable to issuing new shares should be deducted from equity (net of any income tax benefit)

-- Costs that relate to the stock market listing, or are otherwise not incremental and directly attributable to issuing new shares, have been recorded as an expense in the statement of comprehensive income.

Judgment was required in assessing the nature of certain costs such as legal and professional fees to determine the extent to which such costs were attributable to the new shares issued or the listing and management assessed the underlying nature of the services in assessing the allocation.

5. Employees and directors

 
                               GBP 
------------------------  -------- 
  Wages and salaries        52,163 
  Social security costs      6,504 
  Other pension costs        3,447 
                          -------- 
                            62,114 
                          -------- 
 

The average number of employees during the period was as follows:

 
                               Number 
--------------------------   -------- 
  Executive Directors               2 
  Non-Executive Directors           4 
  Staff                             1 
                             -------- 
                                    7 
                             -------- 
 

6. Directors remuneration

The emoluments of the individual Directors for the period are included in wages and salaries and were as follows:

 
                            Salary  Pension   Total 
                               GBP      GBP     GBP 
 Executive Directors 
 Helge Hammer               12,575    1,397  13,972 
 Jonathan Cooper            10,060    1,118  11,178 
 
 Non-executive Directors 
 Brent Cheshire              5,216        -   5,216 
 Katherine Roe               4,471        -   4,471 
 Jorunn Saetre               3,726        -   3,726 
 Graham Stewart              7,732        -   7,732 
 
 Total                      43,780    2,515  46,295 
 

The Executive Directors entered into service agreements with the Company on 28 November 2019, the date of Admission to AIM.

Pursuant to letters of appointment dated 28 November 2019, the Non-executive Directors of the Company were appointed as of that date and on an ongoing basis. Each Non-executive Director is entitled to an annual fee, including in respect of any service on any Board committee.

As stated at the time of Admission to AIM, the Remuneration Committee will, at the time of making the first acquisition, undertake an executive salary benchmarking exercise for the purposes of determining what shall constitute a competitive market salary and pension contribution for the Executive Directors.

7. Net finance income

 
                               GBP 
--------------------------   ----- 
 Finance Income 
 Deposit account interest    1,750 
                             ----- 
 
 

8. Loss before income tax

The loss before income tax is state after charging:

 
                                           GBP 
-------------------------------------   ------ 
 
   Administrative expenses 
   Auditor remuneration                  8,000 
 Executive Director's remuneration      22,635 
 Wages                                   8,383 
 Pensions                                3,447 
 Social security                         6,504 
 Operating leases                        9,500 
 Non-Executive Director remuneration    21,145 
 

9. Auditors' remuneration

 
                                                              GBP 
----------------------------------------------------------  ----- 
 
Fees payable to the Company's auditors for the audit 
 of the Company's accounts                                  8,000 
 
  During the period the auditor provided non-audit services of 
  GBP15,000 in their role as Reporting Accountant in relation 
  to the Company's Admission to AIM. 
 

10. Income tax

Analysis of tax expense

No liability to UK corporation tax arose for the period.

Unused tax losses on which no deferred tax has been recognised as at 31 December 2019 was GBP299,105 and the potential tax benefit will be GBP56,830. Deferred tax assets, including those arising from temporary differences, are recognised only when it is considered more likely than not that they will be recovered, which is dependent on the generation of future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised.

 
 Reconciliation of tax charge 
 Loss on ordinary activities before taxation        (196,301) 
 
 Tax on loss on ordinary activities at standard 
  CT rate of 19.00%                                  (37,297) 
 Effects of: 
 Expenses not deductible for tax purposes               8,321 
 Adjust closing mainstream unrecognized deferred 
  tax to average rate of 19.00%                           363 
 Adjust closing ring fence unrecognized deferred 
  tax to average rate of 19.00%                      (28,217) 
 Deferred tax not recognised                           56,830 
                                                   ---------- 
 Tax charge/(credit) for the period                         - 
                                                   ---------- 
 

11. 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 period.

Diluted loss per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares of which there are currently none in issue.

Reconciliations are set out below.

 
                                                            Weighted 
                                                             average    Per share 
                                                    Loss   number of       amount 
                                                     GBP      shares            p 
 Basic and diluted LPS 
 Loss attributable to ordinary shareholders    (196,301)   2,062,213       (9.52) 
 
 

12. Property, plant and equipment

 
                                                                    Computer 
                                                                   equipment 
                                                                         GBP 
 COST 
 Additions                                                             2,245 
 At 31 December 2019                                                   2,245 
                                                              -------------- 
 
 NET BOOK VALUE 
 At 31 December 2019                                                   2,245 
                                                              -------------- 
 
 
  No depreciation was charged in the period ended 31 December 2019 
  due to assets being purchased part way through December 2019. 
  Depreciation will be charged from the first full month of ownership. 
 

13. Investments

 
                          Shares in company 
                               undertakings 
                                        GBP 
 COST 
 Additions                            2,540 
 At 31 December 2019                  2,540 
                          ----------------- 
 
 NET BOOK VALUE 
 At 31 December 2019                  2,540 
                          ----------------- 
 
 

The Company or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiary

Longboat Energy Norge AS (company number 924 186 720), with a registered office at c/o Kluge Advokatfirma, Laberget 24, 4020, Stavanger, Norway. The company was incorporated on 5 December 2019.

 
                                                                   Holding 
---------------------------------------------------- 
                                                                         % 
----------------------------------------------------  -------------------- 
 Class of shares: 
 Ordinary                                                           100.00 
 
   The company has taken advantage of the exemption under the Companies 
   Act 2006 s405 not to consolidate this subsidiary as it has been 
   dormant from the date of incorporation and is not material for 
   the point of giving a true and fair view. 
 

14. Financial risk management

The Company is exposed to financial risks through its various business activities. In particular, changes in interest rates exchange rates can have an effect on the capital, financial and revenue situation of the Company. In addition, the Company is subject to credit risks.

The Company has adopted internal guidelines, which concern risk control processes and which regulate the use of financial instruments and thus provide a clear separation of the roles relating to operational financial activities, their implementation and accounting, and the auditing of financial instruments. The guidelines on which the Company's risk management processes are based are designed to ensure that the risks are identified and analysed across the Company. They also aim for a suitable limitation and control of the risks involved, as well as their monitoring.

The Company controls and monitors these risks primarily through its operational business and financing activities.

Credit Risks

The credit risk describes the risk from an economic loss that arises because a contracting party fails to fulfil their contractual payment obligations. The credit risk includes both the immediate default risk and the risk of credit deterioration, connected with the risk of the concentration of individual risks. For the Company, credit and default risks are concentrated in the financial institutions in which it places cash deposits.

The Company's policy is to place its cash with reputable clearing banks. The Company's cash is deposited with one bank with a credit rating of AA-.

Notwithstanding existing collateral, the amount of financial assets indicates the maximum default risk in the event that counterparties are unable to meet their contractual payment obligations. The maximum credit default risk amounted to GBP9,254,796 at the balance sheet date, of which GBP9,201,692 was cash on deposit at banks.

Liquidity Risks

Liquidity risk is defined as the risk that a company may not be able to fulfil its financial obligations. The Company manages its liquidity by maintaining cash and cash equivalents sufficient to meet its expected cash requirements to implement its investment policy. In the event that there is a risk that the cash required to follow the investment policy is greater than the Company's liquid resources, the Company would seek confirmation of the continuation of the policy and the raising of further financing at a shareholder general meeting.

At 31 December 2019, the Company has cash on deposit of GBP9,201,692.

Market Risks

Interest Rate Risks

Interest rate risks exist due to potential changes in market interest rates and can lead to a change in the fair value of fixed-interest bearing instruments, and to fluctuations in interest payment for variable interest rate financial instruments.

The Company is exposed to interest rate risk on cash held on deposit at banks. Interest income for the period to 31 December 2019 was GBP1,750. These accounts are maintained for liquidity rather than investment, and the interest rate risk is not considered material to the Company.

Currency Risks

The Company operates in the UK, incurs expenses predominantly in sterling and NOK, and holds cash in sterling and NOK. The Company incurs some expenditure in foreign currency when the investment policy requires services to be obtained overseas and when its NOK balances are retranslated into GBP at period ends. The foreign exchange risk on these costs is not considered material to the Company.

15. Trade and other receivables

 
                       GBP 
-----------------   ------ 
 VAT recoverable    45,060 
 Prepayments        38,044 
                    83,104 
                    ------ 
 

The directors consider that the carrying amount of trade and other receivables approximates to their fair value.

16. Called up share capital

Allotted and issued ordinary shares of ten pence each ('Ordinary Shares'):

 
Number        Class       Nominal value          GBP 
------------  ----------  -------------  ----------- 
 
  10,000,000    Ordinary        GBP0.10    1,000,000 
 

Share capital history over the period:

-- On incorporation on 28 May 2019, one subscriber share with a nominal value of GBP1.00 was issued

-- On 3 September 2019 the subscriber share of GBP1.00 was subdivided into 10 Ordinary Shares and a further 999,990 Ordinary Shares were issued at par

   --      On 23 October 2019 1,000,000 Ordinary Shares were issued at par 

-- On 25 November 2019 300,000 Ordinary Shares were issued at a premium of 90p per Ordinary Share and from the total Ordinary Shares in issue (2,300,000 Ordinary Shares), 1,800,000 Ordinary Shares were repurchased, cancelled and transferred to other reserves leaving 500,000 Ordinary Shares in issue with total subscription monies of GBP500,000 (which was carried out in order to ensure that the founders' subscription price for Ordinary Shares was equal to the price paid by the new subscribers in the initial public offering i.e. GBP1.00 per share).

-- On 25 November 2019 a capital reduction was undertaken to convert GBP270,000 of share premium to other reserves.

-- On 28 November 2019 9,500,000 Ordinary Shares were allotted to the new subscribers at a premium of 90p per Ordinary Share

17. Reserves

 
 Company              Retained   Share premium   Other reserves       Total 
                      earnings             GBP              GBP         GBP 
                           GBP 
------------------  ----------  --------------  ---------------  ---------- 
 Deficit for the 
  period             (196,301)               -                -   (196,301) 
 Cash share issue 
  / IPO                      -       8,550,000          450,000   9,000,000 
 Costs of share 
  issue                      -       (741,340)                -   (741,340) 
                    ----------  --------------  ---------------  ---------- 
                     (196,301)       7,808,660          450,000   8,062,359 
                    ----------  --------------  ---------------  ---------- 
 
 

18. Trade and other payables

 
                                                                    GBP 
--------------------------------------------------------   ------------ 
 
   Current: 
 Trade creditors                                                 94,452 
 Social security and other taxes                                  6,504 
 Other creditors                                                 62,389 
 Accrued expenses                                                63,877 
                                                                227,222 
                                                           ------------ 
 
      The directors consider that the carrying amount of trade payables 
                                       approximates to their fair value 
 

19. Leasing agreements

Minimum lease payments fall due as follows:

 
 Company              Non-cancellable operating 
                                         leases 
                                            GBP 
 
 Within one year                         45,600 
 

The leases have a term of less than 12 months.

20. Related party transactions

Members of the Board of Directors are deemed to be key management personnel. Key management personnel compensation for the financial period is the same as the Director remuneration set out in note 6 to the accounts.

Directors' and the Company Secretary's interests in the shares of the Company, including family interests, were as follows:

 
                                         Ordinary shares 
Helge Hammer                                     300,000 
Jonathan Cooper                                  125,000 
Graham Stewart                                   150,000 
Jorunn Saetre                                     25,000 
 Julian Riddick                                  100,000 
 

There were no other transactions or balances with related parties in the period.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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February 06, 2020 02:00 ET (07:00 GMT)

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