TIDMPAL

RNS Number : 3110K

Equatorial Palm Oil plc

29 July 2013

29 July 2013

EQUATORIAL PALM OIL PLC

("EPO" or the "Company")

Audited Results for the year ended 31 December 2012

Equatorial Palm Oil plc, (AIM: PAL) the AIM listed palm oil production and development company with operations in Liberia, West Africa announces its audited annual results for the year ended 31 December 2012.

Financial Highlights:

   --     Loss of US$3,814,000 (2011: US$2,167,000) 
   --     Cash held by EPO at year end was US$551,000 (2011: US$1,329,000) 

-- Liberian Palm Developments Ltd. ("LPD"), EPO's 50% joint venture company which holds the oil palm assets, appointed AfriExim Bank to arrange long term funding of the project

-- Final ESHIA studies completed at Palm Bay Estate by Coastal and Environmental Services - this was a key milestone in relation to our long term funding strategy

-- Discussions progressing with Biopalm Energy Limited ("Biopalm") regarding the delay in the provision of funding under the joint venture agreement between EPO and Biopalm

   --     Interim placing successfully completed to provide short term funding to LPD 

Operational Highlights:

   --     First oil palms planted at Butaw Estate 
   --     Appointment of OSC - the internationally accredited land clearing contractors 
   --     Suitable land identified at Buchannan Port for storage facility and tank farm 
   --     Head office moved from Monrovia to Buchanan to be closer to operations 

Outlook:

-- The key objective for LPD in 2013 is to secure funding to reactivate planting and ramp up the planting rate year on year with a forward combined target of planting over 100,000 hectares by 2021.

-- LPD is positioned to produce its first commercial production in 2014 from the oil palms planted in 2011, subject to the availability of funding

Restoration of Trading:

Following completion of the placing announced this morning and publication of the Company's Annual Report, trading of the Company's Ordinary Shares on AIM will be restored at 7.45a.m today.

Fundraising:

The Company is pleased to announce, following completion of the placing being announced today and on 24 July 2013 that it will have raised, in aggregate, funds of GBP2,481,946 from new and existing institutional investors and directors of the Company.

Enquiries:

 
    Equatorial Palm Oil plc 
     Michael Frayne (Executive Chairman)            +44 (0) 20 7766 
     www.epoil.co.uk                                           7555 
 
   Strand Hanson Limited (Nominated Adviser)        +44 (0) 20 7409 
    James Harris / Andrew Emmott                               3494 
 
   Mirabaud Securities LLP (Broker)                 +44 (0) 20 7484 
    Peter Krens                                                3510 
 
   Pelham Bell Pottinger (Financial / Corporate 
    PR)                                             +44 (0) 20 7861 
    Charlie Vivian / Joanna Boon                               3232 
 

CHAIRMAN'S STATEMENT

During 2012, Equatorial Palm Oil ("EPO") focussed on further progress of its oil palm assets in Liberia, West Africa, and setting the foundations for its large scale development. EPO has a 50:50 joint venture ("JV") share with Biopalm Energy Limited ("Biopalm") in all the oil palm assets held by Liberian Palm Developments Limited ("LPD"), the JV company that EPO manages on behalf of the JV partners.

Liberian Palm Developments Limited - Operational Review

Palm Bay

Land preparation remained a key focus throughout 2012 at Palm Bay. LPD appointed Ore Search Civil Liberia, a South African-based international earthmoving contractor, to assist in the land preparation at Palm Bay. Ore Search Civil is an experienced earthmoving contractor with many years of experience in West Africa. In addition to building an accommodation camp for its workers, the contractor set up a workshop to ensure that all its machinery is both serviced and repaired in an expeditious manner so as to ensure minimum downtime.

LPD planted 1,000 ha at Palm Bay in 2012 and is looking to significantly increase this rate of planting given the progress made by Ore Search Civil. LPD believes that it can comfortably plant 3,000 ha per annum from 2014 onwards.

The production from the oil palms planted by LPD in 2011 is due to come on-stream in Q4 of 2014, when those palms will yield sufficient fruit to begin harvest. This will mark a significant milestone for LPD. The workforce at Palm Bay Estate is already trained to manage the entire end-to-end process of harvesting, production and dispatch for sale, given that small volumes of crude palm oil ("CPO") have already been sold from oil palms that were existing on the estate when the concession was renewed in 2008. However given that these older palms were planted in the 1970s, their yield has reduced over their lifespan as would be expected in the oil palm lifecycle. It is the intention of LPD to replant all these older palms in 2013 and 2014.

Palm Oil Mill

LPD's oil mill at Palm Bay is the only commercial scale mill in Liberia. The current capacity of the mill is 5 metric tonnes ("MT") of fresh fruit bunches ("FFB") per hour, which will be increased to 10MT of FFB per hour in 2014 to accommodate the new production from 2011 plantings coming on-stream.

As production continues to increase and the palm oil from the new harvest is produced, larger mills are planned to be installed at both Palm Bay and Butaw which will enable 60MT of FFB to be processed per hour. In essence, a new 60MT mill is planned to be installed for every 10,000 ha of oil palms planted.

CPO will be sold in both the domestic and international market. The current market provides favourable conditions due to an increasing demand for CPO from both India and China. LPD is also well placed to deliver CPO to key European and US markets through achieving reduced transport costs in comparison to producers in Indonesia and Malaysia.

Harvesting of FFB continued from our 30 year or more old oil palms on Palm Bay, which produced small volumes of CPO that was then sold into both international markets and locally in Liberia.

The importance of having a working mill for the purpose training of staff cannot be under-estimated. As our new production comes on-stream and volumes ramp up, we have the comfort of knowing that our Liberian staff will have been sufficiently trained to run larger milling operations where the technology and know-how is the same as that of our existing mill.

Port Access

LPD has identified suitable land at the Port of Buchanan in order to set up a tank farm facility. Accordingly, LPD is in discussions with the National Port Authority of Liberia ("NPA") regarding a lease for this land at the Port of Buchanan. Once the planned tank farm facility has been built, LPD will use CPO tankers to transport its products by road from Palm Bay Estate to the Port of Buchanan. The products will be stored in tanks of suitable size where they will then be transferred onto parcel tanker ships that can berth at the port.

The Port of Buchanan has been operating well for the last two years and is also the place of export for iron ore, logs, rubber and wood chips.

LPD will also enter into discussions with the NPA about securing land in the Port of Greenville, which is close to the Butaw Estate, for the establishment of a tank farm and storage facility.

During the period LPD moved its head office from Monrovia to Buchanan in order to be closer to its operations, and the office at Buchanan has suitable land to operate as a logistics hub whilst also being conveniently located near the Port of Buchanan.

Butaw Estate

The Butaw Estate achieved a major milestone whereby the first plantings of oil palms were made in 2012. In addition to the 250 ha planted in the last few months of 2012, LPD continued to clear land to enable further plantings to continue into 2013. Butaw remains a very attractive place to grow oil palm and work is on-going so as to ramp up the planting rate in 2013.

The Butaw Estate is conveniently located 42km from the deep water port of Greenville from which LPD intends to export its products. The Port of Greenville is in the process of being upgraded by the NPA and will allow ships to berth of a size suitable for LPD's needs.

River Cess Expansion Area

With an expansion potential of up to 80,000 ha and an optimum location between our two existing estates, River Cess Expansion Area remains a key development for LPD. Detailed business plans have been submitted to the National Investment Commission of Liberia whereby a Joint Ministerial Committee will be formed by the Liberian Government in order to draw up a concession agreement.

LPD has strong support from the local communities in River Cess County for a concession to be granted to LPD. There is no industry of any magnitude in River Cess County such that the development of an oil palm industry will bring great benefits to the local population whilst helping to reinvigorate the Liberian agricultural industry.

Funding of LPD

In December 2010, the Company entered into and announced a joint venture with Biopalm. As agreed under the terms of the joint venture agreement dated 10 December 2010 entered into between Biopalm and EPO (the "Investment Agreement"), EPO, in February 2011, transferred its oil palm assets in Liberia together with US$7.5m to LPD and Biopalm transferred US$22.5 million to LPD. Under the Investment Agreement, Biopalm committed to provide a guarantee against external funding raised by LPD up to US$30m (the "External Funding"). It was stipulated that in the event that the External Funding is not arranged within agreed timelines, Biopalm shall contribute any amounts required by LPD up to US$30m.

On 8 July 2013, the Company announced that it issued a written notice to Biopalm setting out that Biopalm is in material breach of its obligations under the Investment Agreement.

As a result, EPO has advanced $6.0m to LPD to date (excluding the Loan referred to below), in anticipation of the provision of the External Funding by Biopalm

On 23 July 2013, Biopalm loaned US$400,000 to LPD as part of its obligations under the Investment Agreement ("Biopalm Loan"). Under the Investment Agreement the Biopalm Loan will be provided to LPD at a fixed rate of 8 per cent per annum.

EPO continues to negotiate and work with Biopalm regarding Biopalm's commitment to provide the External Funding, with a view to an amicable solution being reached.

Towards the provision of the long term funding of LPD, African Export-Import Bank ("AfrExim Bank") was appointed in February 2013 as a corporate advisory partner for the purpose of securing funding of up to $140 million, which is expected to be sufficient to fund the Palm Bay oil palm project.

AfrExim Bank was established in October 1993 by African governments, African private and institutional investors, as well as non-African financial institutions and private investors, for the purpose of financing, promoting and expanding intra-African and extra-African trade. The objectives of AfrExim Bank are to stimulate consistent expansion, diversification and development of African trade while operating as a profit-orientated, socially responsible financial institution and as a centre of excellence in African trade. AfrExim Bank has successfully led the financing for another oil palm operation in West Africa.

Until the External Funding or long term funding of LPD is secured, the operations of LPD will continue predominantly on a care and maintenance basis. LPD has the foundations, infrastructure and team in place to ramp up planting again upon this funding being in place.

Financial review and EPO Fund Raising

The loss of the Group for the 12 months ended 31 December 2012 of $3,814,000 (2011: $2,167,000) was in line with expectations. Cash held by the Group as at 31 December 2012 was $551,000 (2011: $1,329,000).

On 28 March 2013, the Company announced the placement to new institutional investors of 23,900,000 new ordinary shares to raise gross proceeds of GBP2.39 million. These funds were applied to working capital and to support LPD for the ongoing development of its palm oil projects.

On 16 July 2013, the Company announced it had entered into short term loan agreements with Adelise Services Limited ("Adelise"), a company associated with Michael Frayne, Executive Chairman of EPO, for the advance of GBP29,745 and US$425,000 to the Company (the "Adelise Loans").

On 24 July 2013, the Company announced the placement to existing and new shareholders of 37,637,000 ordinary shares for an aggregate consideration of GBP2,258,220 (US$3,465,239) ("the Placing").

On 29 July 2013 the Company will announce an increase in the size of the placing announced on 24 July 2013 by a further 3,728,762 ordinary shares for an additional aggregate consideration of GBP223,726. As part of the placing to be announced on 29 July 2013, Adelise will convert GBP108,900 of the Adelise Loans into ordinary shares.

The proceeds received by EPO from the placings announced on 24 July 2013 and to be announced 29 July 2013, will be used to advance a loan of up to US$2.7m (the "Loan") to LPD. The Loan will be provided on a short-term basis and the interest accrued on the Loan will be payable at a fixed rate of 8 per cent per annum. The Loan is repayable on demand and will be secured against the assets of LPD. The Loan will provide short-term financing to support LPD's ongoing development of its oil palm projects in Liberia, West Africa, in advance of the resolution of Biopalm's External Funding obligation and the anticipated long term debt funding being sourced for LPD by AfrExim Bank.

The Company will also announce on 29 July 2013 that Adelise has granted a US$500,000 revolving loan facility to the Company for the purpose of the Company's general working capital ("the Adelise Facility").

The placings announced on 24 July 2013 and to be announced 29 July 2013, the Biopalm Loan, the Adelise Facility and other loan facilities provide funds, in aggregate, of US$4,828,546 (the "July Raise").

The July Raise will clear current creditors and fund JV operations on a care and maintenance basis for a period in excess of 3 months. In addition to this a number of short term facilities are at an advanced stage of negotiations but not yet finalised. The Company is progressing discussions with additional providers of funding, including Afriexim Bank, and is confident that additional funding will be secured in the near term.

The Company will also announce on 29 July 2013 that Adelise has granted a US$500,000 revolving loan facility to the Company for the purpose of the Company's general working capital.

Community Development

Community development remains a key commitment for LPD and during 2012 we continued to develop and invest in the social, health and economic development of the local communities in which we operate.

Coastal & Environmental Services ("CES"), the internationally accredited environmental consultants based in South Africa, were appointed in 2012 to conduct Environmental and Social Impact Assessment ("ESIA") studies.

CES, established in 1990, is an independent specialist environmental consultancy whose principal area of expertise lies in assessing the various impacts of development on the natural, social and economic environments through, among other instruments, the environmental impact assessment process, and in so doing contribute towards sustainable development.

The studies that are being undertaken by CES will contribute to the social and environmental assessments that LPD has already undertaken in order to ensure the development of its large-scale, sustainable palm oil estates in line with international guidelines.

Final ESIA reports for Palm Bay Estate have been submitted to LPD by CES in June 2013. This is a key milestone for the Company, being the culmination of over 2 years of work.

The environmental studies concluded, inter alia, that the oil palm development at the Palm Bay Estate is acceptable from an environmental and social perspective, and will result in sustainable benefits to the area.

LPD provides training through a number of oil palm experts, recruited from Indonesia and Malaysia, in order to enhance the technical, operational and engineering skills of the workforce. Circa 40% of our workforce is women. The workforce is learning skills in nursery, field work, GIS, harvesting and mill operations.

In working towards reinvigorating the agricultural industry in Liberia, LPD, together with the Liberian Government, will introduce an Out Growers Programme designed to facilitate small land holders ability to grow oil palm and thereby support increased self sufficiency within local communities.

In addition, LPD continues to provide health clinics, schools, housing, roads, infrastructure and clean drinking water to the communities in the areas where we operate.

Sustainability is a long term objective for EPO. Having become a member of the Roundtable on Sustainable Palm Oil ("RSPO") in 2007, EPO has consistently adopted best practices and procedures to ensure that the CPO produced from our new plantings will meet with international sustainability standards, thereby enabling our CPO to be labelled "sustainable" palm oil.

Personnel

LPD have strengthened the team in Liberia by appointing Mr Jasvinder Singh as Environmental and RSPO Compliance Officer. Jasvinder previously worked with a major palm oil producer in Malaysia where he helped them obtain RSPO certification in 2008 and lead the team through surveillance and audit of an RSPO process.

We have a very strong management team in Liberia. They have the oil palm experience necessary to facilitate large-scale developments. In addition we have a small number of Indonesian estate staff that we have employed on short term contracts to train our Liberian workforce. This has proved to be very effective.

I would like take this opportunity to thank all our staff for their hard work and dedication over the last year. There is much to do in the future, but we are confident in our ability to achieve our objectives given the quality of our employees.

Outlook

The palm oil market fundamentals continue to look positive, with significant shortfalls in production at a time when demand is expected to continue increasing. There is also strong interest in oil palm development in West Africa given the lack of available and suitable land in South-East Asia.

Liberia remains politically stable under democratic rule and is a fast growing investment destination for multi nationals with growth in the oil palm and resources market being underpinned by the compelling demographic and macro-economic trends.

The key objective for LPD in 2013 is to secure funding to reactivate planting and ramp up the planting rate year on year with a forward combined target of planting over 100,000 hectares by 2021. LPD is positioned to produce its first commercial production in 2014 from the oil palms planted in 2011. With the experienced management team, robust economics and a strong investment case, EPO can continue to deliver value and growth to shareholders.

I would like to thank our shareholders for their continued support, and I look forward to updating you on our progress in the year ahead and the creation of value for all stakeholders.

Michael Frayne

Executive Chairman

GROUP Statement OF COMPREHENSIVE INCOME

Year ended 31 December 2012

 
                                           Note        2012           2011 
                                                      $'000          $'000 
 
 
 Revenue                                                420            385 
 Administrative expenses                            (2,316)        (2,279) 
 Share options expense                                 (38)           (15) 
                                                  ---------  ------------- 
 Operating loss                                     (1,934)        (1,909) 
 
 Share of operating loss of joint 
  venture                                           (1,880)        (1,010) 
 Profit on disposal of assets to 
  joint venture                                           -            752 
                                                  ---------  ------------- 
 
 Loss for the year before and after 
  taxation                                          (3,814)        (2,167) 
                                                  ---------  ------------- 
 
 Other comprehensive income 
 Exchange gains arising on translation 
  of foreign operations                                 106             60 
                                                  ---------  ------------- 
 Total comprehensive income for 
  the year                                          (3,708)        (2,107) 
                                                  ---------  ------------- 
 
 Loss per share expressed in cents 
  per share 
 - Basic & diluted                           7        (3.0)    (1.7) cents 
                                                      cents 
 
 

Group STATEMENT OF FINANCIAL POSITION

As at 31 December 2012

Registered Number 5555087

 
                                               2012         2011 
                                  Note        $'000        $'000 
 
 
 ASSETS 
 Non-current assets 
 Investment in joint venture                 19,103       20,982 
                                             19,103       20,982 
 
 Current assets 
  Receivables                                   565          602 
  Cash & cash equivalents                       551        1,329 
                                         ----------  ----------- 
                                              1,116        1,931 
 
  LIABILITIES 
  Current liabilities 
  Trade and other payables                      183          175 
                                                183          175 
 
  Net current assets                            933        1,756 
 
  NET ASSETS                                 20,036       22,738 
                                         ----------  ----------- 
 
  SHAREHOLDERS' EQUITY 
  Share capital                               1,969        1,914 
  Share premium                              30,402       29,489 
  Warrant and option reserve                  1,466        2,092 
  Foreign exchange reserve                       80         (26) 
  Retained loss                            (13,881)     (10,731) 
                                         ----------  ----------- 
  Total equity                               20,036       22,738 
---------------------------------------  ----------  ----------- 
 

STATEMENT OF Cash FlowS

For the year to 31 December 2012

 
                                              Group      Group    Company    Company 
                                               2012       2011       2012       2011 
                                              $'000      $'000      $'000      $'000 
----------------------------------  ----  ---------  ---------  ---------  --------- 
  Cash flows from operating 
   activities 
  Loss for the year before 
   and after taxation                       (3,814)    (2,167)    (3,806)    (2,154) 
  Decrease/(increase) in 
   receivables                                   37      (111)         36      (408) 
  Increase/(decrease) in 
   payables                                       8      (370)          8      (221) 
  Depreciation                                    -          2          -          2 
  Share options expensed                         38         15         38         15 
  Share of operating loss 
   of joint venture                           1,880      1,010      1,880      1,010 
  Profit on disposal of assets                    -      (752)          -          - 
   to joint venture 
  Net cash outflow from operating 
   activities                               (1,851)    (2,373)    (1,844)    (1,756) 
 
  Cash flows from investing 
   activities 
  Investment in joint venture                     -    (4,658)          -    (4,658) 
  Net cash outflow from investing 
   activities                                     -    (4,658)          -    (4,658) 
 
  Cash flows from financing 
   activities 
  Issue of ordinary share 
   capital                                      968      2,063        968      2,063 
  Net cash inflow from financing 
   activities                                   968      2,063        968      2,063 
 
  Net (decrease)/increase 
   in cash and cash equivalents               (883)    (4,968)      (876)    (4,351) 
  Cash and cash equivalents 
   at beginning of period                     1,329      6,760      1,329      6,443 
  Exchange gains/(losses) 
   on cash and cash equivalents                 105      (463)         98      (763) 
                                          ---------  ---------  ---------  --------- 
  Cash and cash equivalents 
   at end of period                             551      1,329        551      1,329 
----------------------------------------  ---------  ---------  ---------  --------- 
 

GROUP Statement of Changes IN EQUITY

For the period ended 31 December 2012

 
                            Called        Share       Foreign       Warrant 
                            up share      premium     exchange     and option    Retained      Total 
                            capital       reserve     reserve       reserve       earnings     equity 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   GROUP                       $'000        $'000        $'000          $'000        $'000      $'000 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   As at 1 January 
    2011                       1,796       27,544         (86)          2,237      (8,724)     22,767 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   Share capital 
    issued                       118        1,945            -              -            -      2,063 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   Exercise of 
    warrants and 
    options                        -            -            -          (160)          160          - 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   Share based 
    payments                       -            -            -             15            -         15 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   Total comprehensive 
    income for 
    the period                     -            -           60              -      (2,167)    (2,107) 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   As at 31 December 
    2011 and 1 
    January 2012               1,914       29,489         (26)          2,092     (10,731)     22,738 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   Share capital 
    issued                        55          913            -              -            -        968 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   Exercise and 
    expiry of warrants 
    and options                    -            -            -          (664)          664          - 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
  Share based 
   payments                        -            -            -             38            -         38 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   Total comprehensive 
    income for 
    the period                     -            -          106              -      (3,814)    (3,708) 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
   As at 31 December 
    2012                       1,969       30,402           80          1,466     (13,881)     20,036 
-----------------------  -----------  -----------  -----------  -------------  -----------  --------- 
 

Notes to financial statements

For the period 1 January 2011 to 31 December 2012

Basis of preparation

These financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and IFRIC interpretations and with those parts of the Companies Act, 2006 applicable to companies reporting under IFRS.

Going concern

In December 2010, the Company entered into and announced a joint venture with Biopalm Energy Limited ("Biopalm"), a subsidiary of the SIVA Group, an Indian conglomerate. As agreed under the terms of the joint venture agreement dated 10 December 2010 entered into between Biopalm and EPO (the "JV Agreement"), EPO, in February 2011, transferred its oil palm assets in Liberia together with US$7.5m to LPD and Biopalm transferred US$22.5 million to LPD. Under the JV Agreement, Biopalm committed to provide a guarantee (the "Guarantee") against external funding raised by LPD up to US$30m (the "External Funding"). It was stipulated that in the event that the External Funding is not arranged Biopalm shall contribute any amounts required by LPD up to US$30m as debt on commercial terms. To date this External Funding has not been provided.

As a result, EPO has advanced $6.0m to LPD to date, excluding the Loan of up to US$2.7m to be announced 29 July 2013, in anticipation of the provision of the External Funding by Biopalm.

On 8 July 2013, the Company announced that it issued a written notice to Biopalm setting out that Biopalm is in material breach of its obligations under the Investment Agreement. EPO continues to negotiate and work with Biopalm regarding Biopalm's commitment to provide the External Funding, with a view to an amicable solution being reached.

On 24 July 2013, the Company announced that a loan of US$400,000 was made by the Company's joint venture partner Biopalm to LPD ("the Biopalm Loan").

On 24 July 2013, the Company announced the placement to existing and new shareholders of 37,637,000 ordinary shares for an aggregate consideration of GBP2,258,220 (US$3,465,239) ("the Placing").

On 29 July 2013 the Company will announce an increase in the size of the placing announced on 24 July 2013 by a further 3,728,762 ordinary shares for an additional aggregate consideration of GBP223,726. As part of the placing to be announced on 29 July 2013, Adelise will convert GBP108,900 of the Adelise Loans into ordinary shares.

The proceeds received by EPO from the placings announced on 24 July 2013 and to be announced 29 July 2013 will be used to advance a loan of up to US$2.7m (the "Loan") to LPD. The Loan will be provided on a short-term basis and the interest accrued on the Loan will be payable at a fixed rate of 8 per cent per annum. The Loan is repayable on demand and will be secured against the assets of LPD. The Loan will provide short-term financing to support LPD's ongoing development of its oil palm projects in Liberia, West Africa, in advance of the resolution of Biopalm's External Funding obligation and the anticipated long term debt funding being sourced for LPD by AfrExim Bank.

The Company will also announce on 29 July 2013 that Adelise has granted a US$500,000 revolving loan facility to the Company for the purpose of the Company's general working capital ("the Adelise Facility").

The placings announced on 24 July 2013 and to be announced 29 July 2013, the Biopalm Loan, the Adelise Facility and other loan facilities provide funds, in aggregate, of US$4,828,546 (the "July Raise").

The July Raise will clear current creditors and fund JV operations on a care and maintenance basis for a period in excess of 3 months. In addition to this a number of short term facilities are at an advanced stage of negotiations but not yet finalised. Whilst there can be no certainty that these debt and equity facilities will formally complete, the Directors remain confident that these facilities combined with the July Raise will provide sufficient funds to cover costs on a care and maintenance basis for 12 months if required.

Once the short term funding position is secured the Directors plan to work with its JV partner Biopalm to find a longer term funding solution such that returns planting levels of oil palms to those originally planned. It is too early at this stage to indicate what form this longer term funding solution may take.

These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern, which would principally relate to the impairment of the investment in the JV.

Investment in joint venture

The Company, through its investment in Equatorial Biofuels (Guernsey) Limited, owns a 50% interest in Liberian Palm Developments Limited. The Group's interest in Liberian Palm Developments Limited is as follows:

 
                                                              31 December                31 December 
                                                                     2012                       2011 
                                                                    $'000                      $'000 
  Interest in joint venture at beginning 
   of year                                                         20,982                          - 
  Transfer of assets to joint venture                                   -                     21,992 
  Share of losses of joint venture                                (1,879)                    (1,010) 
  Dividend received from Liberian Palm 
   Developments Limited                                                 -                          - 
  Interest in joint venture at end of 
   year                                                            19,103                     20,982 
 

On 3 February 2011 the Group completed a joint venture agreement with BioPalm Energy Limited. The joint venture agreement provides for equity investment in the Joint Venture Company (Liberian Palm Developments Limited) of US$30.0 million (US$7.5 million from Equatorial Biofuels (Guernsey) Limited, a subsidiary of EPO, on behalf of the Company and US$22.5 million from BioPalm Energy). These assets were transferred into the joint venture in 2011.

Upon acquiring a 50% interest in Liberian Palm Developments Limited in exchange for the transfer of assets, the following gain arose:

 
                                                 2011        2011 
                                                $'000       $'000 
  50% share of the net assets of Liberian 
   Palm Developments Limited                               21,992 
  Less net assets transferred to Liberian 
   Palm Developments Limited: 
      Cash                                    (4,658) 
      Assets under construction               (3,222) 
      Leasehold concession                    (7,644) 
      Plant and equipment                       (527) 
      Plantation development                  (4,679) 
      Other                                     (510) 
                                                         (21,240) 
  Profit on disposal of assets to JV                          752 
 

The Directors have decided to adopt the equity method for the Group's interest in Liberian Palm Developments Limited. The results of the joint venture for the year to 31 December 2012 were as follows:

 
                                      31 December          31 December 
                                             2012                 2011 
                                            $'000                $'000 
  Non-current assets                       31,693               22,083 
  Current assets                            8,089               20,989 
  Non-current liabilities                       -                    - 
  Current liabilities                     (1,576)              (1,106) 
  TOTAL NET ASSETS                         38,206               41,966 
 
  Income                                    1,693                  229 
  Expenses                                (5,453)              (2,249) 
  Loss after tax                          (3,760)              (2,020) 
 

Availability of accounts

The audited Annual Report and Financial Statements for the 12 months ended 31 December 2012 have today been sent to shareholders and published at www.epoil.co.uk.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR DBGDRCUDBGXI

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