18 September 2024
Star Energy Group plc (AIM:
STAR)
("Star Energy" or "the Company" or "the
Group")
Unaudited Interim results for the six
months ended 30 June 2024
Star Energy announces its unaudited interim
results for the six months to 30 June 2024.
Commenting today Ross Glover,
Chief Executive Officer, said:
"We have strengthened our balance sheet with
the new facility arranged with Kommunalkredit Austria AG, and
this gives us the opportunity to reinvest some of our operating
cashflows into our oil and gas business to further drive its
profitability and sustainability. We continue to successfully
deploy capital into quick returning optimisation projects,
generally investing small amounts to optimise specific wells. We
continue to position the Company to take advantage of the exciting
opportunities we see as the energy transition continues, both by
reinforcing a very robust foundation of cashflow generating assets
and also looking at how best to progress our geothermal
portfolio.
Our UK oil and gas business, for now, remains the driver of
revenue and we plan to maximise our economic recovery as we seek to
capitalise on the shovel-ready projects we have developed at
Corringham, Glentworth and Bletchingley. However the recent
and proposed changes to the Energy Profits Levy ("EPL") have made
this and our transition a more difficult
exercise.
We were pleased to welcome the launch of GB Energy and the
National Wealth Fund. Both schemes recognise the importance of
establishing Britain as a clean energy superpower and the
increasing need to build energy independence in today's febrile
geopolitical climate. GB Energy plans to invest in leading
technologies and projects deploying local energy production to
communities across the country. Its focus will be the production of
'clean low carbon energy'.
Whilst we have a very large growth opportunity in UK
geothermal, to date, geothermal has received sporadic support from
various government schemes. We welcome the new government
taking a longer term, more strategic view of the support required
to start industries, just as Feed-in Tariffs, the Renewable
Obligation and now the Contracts for Difference Scheme have for
wind and solar.
Following the satisfaction of the Ernestinovo licence
commitment, our technical teams are making good progress with their
assessment of the technical data and updating development plans so
that we can prioritise development within this business
unit.
However, a fundamental aspect of this transition to renewable
sources of energy is for the industry to leverage the cashflows and
skills of the workforce in the oil and gas industry into this
effort. The recent and proposed changes to the Energy Profits Levy
regime will curtail our profits, limiting investment into the
transition and drive us to look for business opportunities in
other jurisdictions reducing the investment we make into the
UK. These changes are counter-productive, leaving the UK less
able to transition, more dependent on energy from other countries
and, in the short to medium term, more exposed to international
energy price volatility."
Results
Summary
|
Six months to 30 June
2024
£m
|
Six
months to
30 June
2023
£m
|
Revenues
|
23.2
|
23.8
|
Adjusted EBITDA - oil and
gas*
|
8.9
|
10.1
|
Adjusted EBITDA -
geothermal*
|
(2.4)
|
(0.7)
|
Net debt* (excluding capitalised
fees)
|
1.9
|
4.0
|
Cash and cash
equivalents
|
4.2
|
1.5
|
*these are alternative performance
measures which are further detailed in the financial
review
Corporate
& Financial Summary
·
Cash balances as at 30 June 2024 were £4.2 million (31
December 2023: £3.9 million) with net debt of £1.9 million (31
December 2023: £1.6 million).
·
Adjusted EBITDA from oil and gas operations was £1.2 million
lower than H1 23 primarily due to higher administrative and one-off
reorganisation charges, and costs related to the refinancing and
other corporate activities.
·
Operating cash flow before working capital movements and
realised hedges in H1 2024 of £4.4 million (H1 2023: £8.5 million).
Higher cashflows from oil and gas operations were offset by
geothermal investments, costs of refinancing, expenses related to
rationalising a non-core asset and preparing it for sale, and a
lower allocation to capital projects .
·
£3.0 million of cash capex incurred during the six months to
30 June 2024. Net cash capex for FY 2024 expected to be £7.7
million, primarily relating to our conventional assets.
·
We hedged 400bbl/d for H2 2024 and H1 2025 with swaps at an
average price of $83.4/bbl and $79.8/bbl, respectively.
·
The estimated EPL charge based on taxable profits in H1 2024
is £1.7 million. The full year estimate is dependent on the outcome
of the Government's review of the treatment of capital allowances
under the EPL regime. Tax due on the 2024 taxable profit is payable
in October 2025.
·
Ring fence tax losses of £237 million at 30 June
2024.
Operational
Summary
·
Net production averaged 2,012 boepd in H1 2024
(H1 2023: 2,071 boepd). Full year production is expected to be
c.2,000 boe/d, in line with our previous guidance.
·
Satisfied the Ernestinovo licence commitment,
following which we commenced a full technical review of our
Croatian portfolio.
A results presentation will be
available at
https://www.starenergygroupplc.com/investors/reports-publications-presentations
For further information please
contact:
Star Energy
Group plc
Tel: +44 (0)20 7993 9899
Ross Glover, Chief Executive
Officer
Frances Ward, Chief Financial
Officer
Investec Bank
plc (NOMAD and Corporate Broker)
Tel: +44 (0)20 7597 5970
Virginia Bull/Charles Craven
Vigo
Consulting
Tel: +44 (0)20 7390 0230
Patrick d'Ancona/Finlay Thomson/Kendall
Hill
Introduction
The focus in recent months has been to
identify the best way to optimise our oil and gas business in order
to make it as capital efficient as possible and to generate strong
and sustainable cashflows. We are also focused on leveraging our
onshore operating skills to position Star Energy to build its
geothermal business.
We have set out our strategic aim to be a
profitable energy business positioned to transition into geothermal
and we will deliver on this over time, providing a significant
growth opportunity both in the UK and in Europe. However, we
recognise that, for now, all our revenue is generated by our oil
and gas operations. We will continue to safeguard and
maximise this crucial revenue stream by investing in quick
returning optimisation projects leading to incremental production
and/or a reduction in operating expenditure. We have also
made good headway in reducing our G&A costs with a
target to achieve annual savings of c.£1.5 million
with effect from 2025.
The recently elected Labour Government have
announced a clear mandate to develop clean energy and tackle
climate change. Star Energy welcomes
the launch of Great British Energy and the National Wealth Fund, as
well as the Government's aim of harnessing our abundant renewable
natural resources. There is clearly appetite for a large scale, low
carbon, reliable and indigenous heat supply, and geothermal energy
could be a crucial component of Great British Energy and the
Government's plans to decarbonise.
Board
Changes
In June, Chris Hopkinson stepped down from the
Board and his CEO position. Ross Glover succeeded Chris as
CEO and joined the Board as a director at the conclusion of the
2024 AGM. Ross has been with the Company since 2017 and has
been its Chief Operating Officer since January
2023.
Production
Operations
Net production for the period averaged 2,012
boepd (H1 2023: 2,071 boepd) and we are expecting to meet our full
year guidance of c.2,000 boepd.
The rolling programme of well optimisation and
stimulation continues. We are growing our existing oil and gas
reserves while investing in quick returning projects generally
deploying small amounts of capital to optimise specific
wells.
Development Projects
Work has begun on our Singleton
Gas to Wire project which will deliver c.100 boe/d utilising gas
which is currently being flared. The project now has planning
consent and a secured grid connection. Procurement for
long lead items is underway with a first export of electricity from
the site expected in mid-2025.
Reserves and resources
CPR
In February 2024, Star Energy
announced the publication of the full and final results of the
Competent Person's Report (CPR) by DeGolyer & MacNaughton
(D&M), a leading international reserves and resources
auditor.
The report comprised an
independent evaluation of Star Energy's conventional oil and gas
interests as of 31 December 2023. The full report can be found
here:
https://www.starenergygroupplc.com/investors/reports-publications-presentations
Net Reserves & Contingent Resources as at 31 Dec 2023
(MMboe).
|
1P
|
2P
|
2C
|
Reserves & Resources as at
31 Dec 2022
|
11.17
|
17.04
|
18.72
|
Production during the
period
|
(0.70)
|
(0.70)
|
-
|
Additions & revisions during
the period
|
1.24
|
1.13
|
(0.13)
|
Reserves & Resources as at 31 Dec 2023
|
11.71
|
17.47
|
18.59
|
*Oil price assumption of c.$72/bbl for 5 years, then inflated
at 2-3% p.a. from 2028 to 2050
**The production in the
reserves movement table incorporates production at the following
sites; Albury, Beckingham, Bletchingley, Bothamsall, Cold Hanworth,
Corringham, East Glentworth, Egmanton, Glentworth, Goodworth,
Horndean, Long Clawson, Palmers Wood, Scampton North, Singleton,
Stockbridge, Welton.
The report values our conventional
assets at $235 million (2022: $215 million) on a 2P NPV10
basis.
The full report can be found
at https://www.starenergygroupplc.com/investors/reports-publications-presentations/
Licence Rationalisation
Following the full impairment of
our shale assets in 2023, we have started to rationalise our
portfolio of exploration licences, relinquishing early-stage
exploration and shale licences whilst retaining a core exploration
acreage adjacent to our existing operations in the East
Midlands. Alongside this, we have re-organised and simplified
our operating licence structure. This re-organisation will lead to
reduced costs and lower administrative burden.
Geothermal Development
UK
Projects
Seismic data acquisition was completed in
early September 2024 for the Salisbury NHS Foundation Trust
project. Processing and interpretation of the data acquired will be
complete by year end. We anticipate that a planning application
will also be submitted by then.
In Manchester, at the Wythenshawe
Hospital project, reprocessing of legacy data is underway.
Further seismic data will be acquired in Q1 2025, with the survey
design largely completed and applications for the necessary permits
being made.
In August 2024, we were awarded a feasibility
project by the Therme Group to assess the viability of geothermal
energy for their planned waterpark, thermal bathing and well-being
spa in Manchester. We completed the drilling of a 200m deep
test borehole in late August and testing will be completed during
September, allowing the design of a geothermal array that will
supply heating and cooling to the facility.
In partnership with Scottish and
Southern Energy (SSE), an application for grant funding for our
Stoke-on-Trent project was made to the Green Heat Network Fund in
November 2022. The grant was to support the deployment of a
city-wide district heating network, fed by a deep geothermal heat
source. Since the application submission, SSE have been refining
their technical and commercial models and engaging in further
discussions with both the council and other end users in
Stoke-on-Trent. Unfortunately, SSE have proposed a new 'Energy from
Waste' plant to supply the network and, therefore, the
Stoke-on-Trent geothermal project in its original form is no longer
progressing. Based on the extensive data and heat demands, we
continue to believe that there is a viable geothermal project in
Stoke-on-Trent and continue to work with the Stoke-on-Trent City
Council and major energy users in the area on an alternative
scheme. The opportunity forms part of our pipeline of
projects but we do not foresee
progression in the near-term. We have therefore fully impaired the
development costs of £4.3 million, the majority of which arose as
part of the GT Energy UK Limited acquisition. A significant portion
of the contingent consideration for the acquisition was based on
achieving various milestones on the Stoke-on-Trent project. As a
result of its cancellation, £2.3 million of the contingent
consideration provision was released in the period.
Croatia Projects
Following the acquisition of the Ernestinovo
licence in August 2023, the exploration licence commitment was
satisfied in March 2024. The licence is currently in the
process of being converted from its exploration phase to its
exploitation phase and we expect to formally delineate the field in
Q4 2024, leading onto the grant of the exploitation licence in H1
2025.
The Sjece and Pcelic licences were awarded in
October 2023. Approvals have now been received to commence
the acquisition of magnetotelluric data across the licences.
This data will, at a low cost, delineate the reservoir and allow us
to update our estimates of reservoir size. All our Croatian
licences are in areas where substantial offset data sets are
available from previous conventional oil and gas drilling
activities.
Alongside this, our technical teams are at an
advanced stage of consolidating all existing and new data for each
of our three licences in Croatia. This analysis will allow us
to bring the development plans for each licence up to date and will
inform our next steps and the optimal sequencing for the licences'
commercial development. Preliminary conclusions point to good
prospects within our Croatian portfolio, with high temperatures
recorded in existing wells comparable with other Croatian
geothermal reservoirs. We look forward to completing this work
within Q4.
Financial
review
Income
Statement
The Group generated revenue of £23.2 million
in the first six months of 2024 from sales of 355,800 barrels of
oil (including 2,239 barrels of third party oil), 3,644 Mwh of
electricity and 171,542 therms of gas (H1 2023: revenue of £23.8
million from sales of 361,549 barrels of oil (including 14,667
barrels of third party oil, 4,870 Mwh of electricity and 988,421
therms of gas).
Brent prices increased compared to the first
half of 2023 averaging $84.1/bbl in H1 2024 compared to $79.8/bbl
during H1 2023.
Adjusted EBITDA for H1 2024 was £6.5 million (H1 2023: £9.4
million), of which £8.9 million (H1 2023:10.1 million) related to
our oil and gas operations and £(2.4) million (H1 2023: £(0.7)
million) related to geothermal activities.
The loss after tax
from continuing activities was £2.5 million (H1 2023: profit after
tax of £0.5 million) and the main factors explaining the movements
between H1 2024 and H1 2023 were as follows:
·
Revenues reduced to £23.2 million (H1 2023: £23.8 million) as
the impact of higher oil prices and equity volumes was offset by
lower revenue from third party sales, lower gas and electricity
prices and volumes, and a weaker US dollar ($1.27/£1 in H1 2024 vs.
$1.24/£1 in H1 2023). Third party sales were £0.7 million lower
than H1 2023 but this was offset by lower operating costs from the
purchase of third party oil;
· Depletion, depreciation and amortisation (DD&A) reduced
to £2.9 million (H1 2023: £3.3 million) as a result of increase in
the Group's estimated proven and probable reserves at the beginning
of the period and due to lower gas production volumes in the
period;
· Operating costs reduced to £10.4 million (H1 2023: £12.3
million) mainly due to lower workover and maintenance activity
following the investment in our fields in 2023, a reduction in
third party volumes processed in the period and cost saving
initiatives;
· Administrative expenses increased to £4.1 million (H1 2023:
£2.4 million) mainly due to legal costs relating to the refinancing
of the Group's borrowings and other corporate projects,
restructuring costs which will result in savings going forward, a
lower allocation to capital projects and general inflationary
increases;
· Research and non-capitalised development costs were £1.8
million (H1 2023: £0.1 million) mainly comprising of the well
re-entry activity to test the geothermal potential of the
Ernestinovo licence in Croatia;
· Exploration and evaluation assets written off of £1.8 million
(H1 2023: £nil million) mainly representing costs incurred on PEDL
235 (Godley Bridge) which expired in the period and the decision
was taken not to renew;
· Impairment of development costs of £4.3 million (H1 2023:
£nil million) relating to the Stoke-on-Trent geothermal project
following the decision by SSE to change the focus of the project
towards an 'Energy from Waste' project. The majority of the
Stoke-on-Trent development costs arose as part of the GT Energy UK
Limited acquisition. A significant portion of the contingent
consideration was based on achieving various milestones on that
project. As a result of its cancellation, £2.3 million (H1 2023:
£nil million) of the contingent consideration provision was
released in the period;
· Other expenses of £2.0 million (H1 2023: £nil million)
relating to the preparation for sale of a non-core asset. It
is expected that the sale proceeds will exceed the costs incurred
in preparing the asset for sale. £1.5 million of the expense will
be paid in H2 2024;
· A loss of £0.1 million on oil hedges (H1 2023: gain of £0.5
million), with 146,000 bbls of open fixed oil price contracts at an
average price of $81.6/bbl (H1 2023: 60,000 bbls at an average
price of $80.7/bbl);
· Net finance costs of £2.4 million (H1 2023: £1.9 million) -
see note 5; and
· A net tax credit of £1.7 million (H1 2023: charge of
£3.7 million) was recognised in the
period, mainly due to a credit of £3.4
million in deferred tax from a reduction in temporary taxable
differences, offset by a current tax charge of £1.7 million under the
Energy Profit Levy regime.
Cash
Flow
Net cash generated from operations before
working capital movements reduced to £4.4 million for the period
(H1 2023: £9.2 million) mainly due to
higher administrative expenses, research and non-capitalised
geothermal development costs and other expenses. This was partially
offset by lower operating costs.
The Group invested £3.0 million across its
asset base during the period (H1 2023: £4.4 million) primarily on
projects to increase production from existing
wells and to offset field declines and on the rationalisation works at a non-core site.
The Group announced the closing of a new €25
million secured facility (provided by Kommunalkredit Austria AG) to
support its transition strategy into geothermal energy and enable
continued investment in the oil and gas business utilising its
existing cash flows. We made a drawdown of £6.1 million
(€7.1 million) under the new
facility and fully repaid the outstanding balance of £5.5 million
($7.0 million) under the RBL facility with
the Bank of Montreal (H1 2023: repayment of £3.3 million ($4.0
million)). Interest paid during the period was £0.2 million (H1
2023: £0.4 million). Repayments made in respect of leases
obligations were £0.6 million (H1 2023: £0.8 million).
Cash and cash equivalents were £4.2 million at
the end of the period (31 December 2023: £3.9 million).
Balance
Sheet
Net assets were £52.6 million at 30 June 2024
(31 December 2023: £54.9 million).
Intangible assets reduced by £6.0 million
mainly due to recognition of impairment charges during the period.
Property, plant and equipment reduced by £1.9 million due to a
DD&A charge of £2.3 million and a reduction in value of
decommissioning assets of £1.2 million, partially offset by capital
expenditure of £1.7 million.
Trade and other receivables reduced by £1.2
million mainly due to a decrease in receivables from joint venture
partners of £1.3 million. Lease liabilities increased by £0.5
million during the period. The decommissioning provision reduced by
£0.4 million as a result of a utilisation of £0.7 million and the
impact of a reassessment of the provision of £0.9 million, offset
by an unwinding of the discount of £1.2 million. The contingent
consideration provision reduced by £2.3 million following the
cancellation of the Stoke-on-Trent project as explained above.
Trade and other payables reduced by £3.0 million mainly due to the
timing of expenditure.
Non-IFRS
Measures
The Group uses non-IFRS measures of
performance that are not specifically defined under IFRS or other
generally accepted accounting principles. The non-IFRS measures
include net debt, adjusted EBITDA, underlying cash operating costs
and operating cash flow before working capital movements and
realised hedges. These non-IFRS measures are used by the Group,
alongside IFRS measures, for both internal performance analysis and
to help shareholders, lenders and other users of the Interim Report
to better understand the Group's performance in the period in
comparison to previous periods and to industry peers.
Net
Debt
Net debt, being borrowings excluding
capitalised fees less cash and cash equivalents, increased slightly
from the end of the previous year to £1.9 million at 30 June 2024
(31 December 2023: £1.6 million; 30 June 2023: £4.0 million). The
Group's definition of net debt does not include the Group's lease
liabilities.
|
Six months
ended
30 June
2024
|
Six
months ended
30 June
2023
|
Year
ended
31
December 2023
|
|
£m
|
£m
|
£m
|
Debt (nominal value excluding
capitalised expenses)
|
(6.1)
|
(5.5)
|
(5.5)
|
Cash and cash
equivalents
|
4.2
|
1.5
|
3.9
|
Net debt
|
(1.9)
|
(4.0)
|
(1.6)
|
Adjusted
EBITDA
Adjusted EBITDA includes adjustments in
relation to non-cash items such as share-based payment charges and
unrealised gain/loss on hedges together with other one-off
exceptional items, and after deducting lease rentals capitalised
under IFRS 16.
|
Six months
ended
30 June
2024
|
Six
months ended
30 June
2023
|
Year
ended 31 December 2023
|
|
£m
|
£m
|
£m
|
(Loss)/profit before
tax
|
(4.2)
|
4.2
|
2.8
|
Net finance costs
|
2.4
|
1.9
|
4.4
|
Depletion, depreciation &
amortisation
|
2.9
|
3.3
|
8.3
|
Impairment of development
costs
|
4.3
|
-
|
-
|
Impairment of goodwill
|
-
|
-
|
0.1
|
Impairment of exploration and
evaluation assets
|
1.8
|
-
|
0.5
|
EBITDA
|
7.2
|
9.4
|
23.0
|
Lease rentals capitalised under
IFRS 16
|
(0.8)
|
(0.9)
|
(1.8)
|
Changes in fair value of
contingent consideration
|
(2.3)
|
-
|
-
|
Other expenses
|
2.0
|
-
|
-
|
Share-based payment
charges
|
0.1
|
0.4
|
0.7
|
Unrealised loss on
hedges
|
0.1
|
0.3
|
0.5
|
Redundancy costs (net of
capitalisation)
|
0.2
|
0.2
|
0.1
|
Acquisition costs
|
-
|
-
|
0.5
|
Adjusted EBITDA
|
6.5
|
9.4
|
16.1
|
Related to oil and
gas business segment
|
8.9
|
10.1
|
19.1
|
Related to Geothermal
business segment
|
(2.4)
|
(0.7)
|
(3.0)
|
Underlying
cash operating costs
|
Six months
ended
30 June
2024
|
Six
months ended
30 June
2023
|
Year
ended 31 December 2023
|
|
£m
|
£m
|
£m
|
Other cost of
sales*
|
10.4
|
12.3
|
24.1
|
Lease rentals capitalised under
IFRS 16
|
0.8
|
0.9
|
1.8
|
Underlying operating costs
|
11.2
|
13.2
|
25.9
|
* this represents total cost of
sales less depletion, depreciation and amortisation.
Operating
cash flow before working capital movements and realised
hedges
|
Six months
ended
30 June
2024
|
Six
months ended
30 June
2023
|
Year
ended 31 December 2023
|
|
£m
|
£m
|
£m
|
Operating cash flow before working
capital movements
|
4.4
|
9.2
|
15.0
|
Realised (gain)/loss on oil price
derivatives
|
-
|
(0.7)
|
(0.5)
|
Operating cash flow before working capital movements and
realised hedges
|
4.4
|
8.5
|
14.5
|
Principal risks
and uncertainties
The Group constantly monitors the Group's risk
exposures and management reports to the Audit Committee and the
Board on a regular basis. The Audit Committee receives and
reviews these reports and focuses on ensuring that the effective
systems of internal financial and non-financial controls including
the management of risk are maintained. The results of this
work are reported to the Board which in turn performs its own
review and assessment.
The principal risks for the Group remain as
previously detailed on pages 14-15 of the 2023 Annual Report and
Accounts and can be summarised as:
·
Political risk such as change in Government or the effect of
local or national referendums which can result in changes to the
regulatory or fiscal regime;
·
Strategy, and its execution, fails to meet shareholder
expectations;
·
Climate change risks that causes changes to laws,
regulations, policies, obligations and social attitudes relating to
the transition to a lower carbon economy which could have a cost
impact or reduced demand for hydrocarbons for the Group and could
impact our Strategy;
·
Cyber security risk that gives exposure to a serious
cyber-attack which could affect the confidentiality of data, the
availability of critical business information and cause disruption
to our operations;
·
Planning, environmental, licensing and other permitting risks
associated with its operations and, in particular, with drilling
and production operations;
·
Oil or gas production, as no guarantee can be given that they
can be produced in the anticipated quantities from any or all of
the Group's assets or that oil or gas can be delivered
economically;
·
Loss of key staff;
·
Pandemic that impacts the ability to operate the business
effectively;
·
Oil market price risk through variations in the wholesale
price in the context of the production from oil fields it owns and
operates;
·
Gas and electricity market price risk through variations in
the wholesale price in the context of its future unconventional
production volumes;
·
Exchange rate risk through both its major source of revenue
and its major borrowings being priced in US$ and Euros,
respectively, while most of the Group's operating and G&A costs
are denominated in UK pounds sterling;
·
Liquidity risk through its operations; and
·
Capital risk resulting from its capital structure, including
operating within the covenants of its finance
facility.
Going
concern
The Group continues to closely monitor and
manage its liquidity risks. Cash flow forecasts for the Group are
prepared on a monthly basis based on, inter alia, the Group's
production and expenditure forecasts, management's best estimate of
future oil prices and foreign exchange rates and the Group's
available loan facility. Sensitivities are run to reflect different
scenarios including, but not limited to, possible further
reductions in commodity prices, fluctuations of sterling and
reductions in forecast oil and gas production rates.
We have prepared our going concern assessment
for the period to 31 March 2026.
Crude oil prices saw a slight increase in the
first half of the year of 2024 compared to 2023 and have been
considerably less volatile than in recent years. However, with
concerns over the health of the global economy and persistent
geopolitical tensions in the Middle East, there is ongoing
uncertainty about future oil prices.
The Group has generated strong operating
cashflows in the first half of 2024, as a result of stable
commodity prices and continued effort to minimise operating costs,
more than offsetting the investment into our Geothermal
business. The proceeds from the sale of a non-core asset are
expected to exceed the costs incurred in rationalising and
preparing the asset for sale and negotiations are at an advanced
stage with completion anticipated by Q1 2025. . However, the
ability of the Group to operate as a going concern is dependent
upon the continued availability of future cash flows and the
availability of the monies drawn under its loan facility, which is
dependent on the Group not breaching the facility's covenants. To
aid mitigation of these risks, the Group benefits from its hedging
policy with 121,200 bbls currently hedged for September 2024 to
June 2025 using swaps at an average price of $81/bbl.
The Group's base case cash flow forecast was
run with average oil prices of $71/bbl for the remainder of 2024,
$70/bbl for Q1 2025, $72/bbl for Q2 2025 and $75/bbl
for H2 2025, and foreign exchange rates of an average $1.30/£1 for
the remainder of 2024 and 2025. In this base case scenario, our
forecasts show that the Group will have sufficient financial
headroom to meet the applicable financial covenants over the going
concern assessment period.
Management has also prepared a downside case
with average oil prices at an average $70/bbl for the remainder of
2024, $66/bbl for Q1 2025, $68/bbl for Q2 2025 and $71/bbl
for H2 2025, and foreign exchange rates of an average
$1.31/£1 for the remainder of 2024 and onwards. Our downside case
also included a reduction in production of 5%, from January 2025
and a delay in completion of the sale of the non-core asset to Q2
2025. In the event of a downside scenario, management would take
mitigating actions including delaying capital expenditure and
reducing costs, in order to remain within the Group's financial
covenants over the remaining facility period, should such actions
be necessary. All such mitigating actions are within management's
control. In this downside scenario including mitigating actions,
our forecast shows that the Group will have sufficient financial
headroom to meet its financial covenants over the going concern
assessment period. Management remain focused on maintaining a
strong balance sheet and funding to support our
strategy.
Based on the analysis above, the Directors
have a reasonable expectation that the Group has adequate resources
to continue as a going concern for at least the next twelve months
from the date of the approval of the condensed interim consolidated
financial statements and have concluded it is appropriate to adopt
the going concern basis of accounting in the preparation of the
financial statements.
Statement of
Directors' responsibilities
The Directors confirm that these Condensed
Interim Consolidated Financial Statements have been prepared in
accordance with UK-adopted International Accounting Standard 34,
'Interim Financial Reporting' ("IAS 34") and the AIM Rules for
Companies; and these Unaudited Interim results include:
· a
fair review of the information required (i.e., an indication of
important events and their impact during the first six months and a
description of the principal risks and uncertainties for the
remaining six months of the financial year); and
· a
fair review of the information required on related party
transactions.
By order of the Board,
Ross Glover
Chief Executive Officer
18 September 2024
Condensed Interim Consolidated Income
Statement
|
Notes
|
Unaudited
6 months
ended
30 June
2024
£000
|
Unaudited
6 months
ended
30 June
2023
£000
|
Audited
year
ended
31
December 2023
£000
|
Revenue
|
4
|
23,230
|
23,781
|
49,466
|
Cost of sales
|
|
|
|
|
Depletion, depreciation and
amortisation
|
|
(2,886)
|
(3,324)
|
(8,241)
|
Other costs of sales
|
|
(10,371)
|
(12,252)
|
(24,135)
|
|
|
(13,257)
|
(15,576)
|
(32,376)
|
Gross profit
|
|
9,973
|
8,205
|
17,090
|
Administrative expenses
|
|
(4,075)
|
(2,440)
|
(7,290)
|
Research and non-capitalised
development costs
|
|
(1,799)
|
(126)
|
(2,002)
|
Impairment of development
costs
|
9
|
(4,259)
|
-
|
-
|
Impairment of goodwill
|
9
|
-
|
-
|
(130)
|
Exploration and evaluation assets
written off
|
9
|
(1,849)
|
-
|
(456)
|
Change in fair value of contingent
consideration
|
12
|
2,251
|
-
|
-
|
(Loss)/gain on derivative
financial instruments
|
|
(74)
|
474
|
(25)
|
Other expense
|
7
|
(2,000)
|
-
|
-
|
Other income
|
|
3
|
-
|
8
|
Operating (loss)/profit
|
|
(1,829)
|
6,113
|
7,195
|
Finance income
|
5
|
34
|
254
|
177
|
Finance costs
|
5
|
(2,430)
|
(2,168)
|
(4,603)
|
(Loss)/profit before tax
|
|
(4,225)
|
4,199
|
2,769
|
Income tax
credit/(charge)
|
6
|
1,727
|
(3,665)
|
(8,260)
|
(Loss)/profit after tax
|
|
(2,498)
|
534
|
(5,491)
|
Attributable to:
|
|
|
|
|
Owners of the Parent
Company
|
|
(1,534)
|
534
|
(4,493)
|
Non-controlling
interest
|
|
(964)
|
-
|
(998)
|
|
|
(2,498)
|
534
|
(5,491)
|
(Loss)/earnings per share
attributable to equity shareholders:
Basic (loss)/earnings per
share
|
8
|
(1.17p)
|
0.42p
|
(3.52p)
|
Diluted (loss)/earnings per
share
|
8
|
(1.17p)
|
0.39p
|
(3.52p)
|
Condensed Interim Consolidated Statement of Comprehensive
Income
|
Unaudited
6 months
ended
30 June
2024
£000
|
Unaudited
6 months
ended
30 June
2023
£000
|
Audited
year
ended
31 December 2023
£000
|
(Loss)/profit for the
period/year
|
(2,498)
|
534
|
(5,491)
|
Other comprehensive income for the
period/year:
|
|
|
|
Items that may be reclassified subsequently to profit or
loss:
|
|
|
|
Foreign exchange differences on
translation of foreign operations
|
24
|
-
|
19
|
Total comprehensive (loss)/income for the
period/year
|
(2,474)
|
534
|
(5,472)
|
Total comprehensive (loss)/income
attributable to:
|
|
|
|
Owners of the Parent
Company
|
(1,527)
|
534
|
(4,477)
|
Non-controlling
interest
|
(947)
|
-
|
(995)
|
|
(2,474)
|
534
|
(5,472)
|
Condensed Interim Consolidated Balance
Sheet
|
Notes
|
Unaudited
at 30 June
2024
£000
|
Unaudited
at 30
June 2023
£000
|
Audited
at 31
December 2023
£000
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
9
|
7,811
|
9,814
|
13,823
|
Property, plant and
equipment
|
10
|
72,129
|
73,599
|
73,994
|
Right-of-use assets
|
|
7,621
|
7,204
|
7,426
|
Restricted cash
|
|
-
|
410
|
-
|
Deferred tax asset
|
6
|
40,592
|
42,081
|
37,192
|
|
|
128,153
|
133,108
|
132,435
|
Current assets
|
|
|
|
|
Inventories
|
|
1,552
|
1,499
|
1,522
|
Trade and other
receivables
|
|
5,876
|
7,260
|
7,067
|
Cash and cash
equivalents
|
13
|
4,199
|
1,493
|
3,855
|
Restricted cash
|
|
-
|
-
|
410
|
Derivative financial
instruments
|
11
|
-
|
270
|
-
|
|
|
11,627
|
10,522
|
12,854
|
Total assets
|
|
139,780
|
143,630
|
145,289
|
LIABILITIES
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
|
(8,017)
|
(6,111)
|
(10,971)
|
Corporation tax payable
|
6
|
(1,099)
|
-
|
(1,099)
|
Borrowings
|
13
|
(5,483)
|
(5,239)
|
(5,358)
|
Derivative financial
instruments
|
11
|
(74)
|
-
|
-
|
Lease liabilities
|
|
(1,054)
|
(977)
|
(865)
|
Provisions
|
12
|
(1,858)
|
(3,378)
|
(2,236)
|
|
|
(17,585)
|
(15,705)
|
(20,529)
|
Non-current liabilities
|
|
|
|
|
Other payables
|
|
-
|
(371)
|
-
|
Corporation tax payable
|
6
|
(1,664)
|
(933)
|
-
|
Lease liabilities
|
|
(7,334)
|
(6,674)
|
(6,981)
|
Provisions
|
12
|
(60,628)
|
(60,613)
|
(62,906)
|
|
|
(69,626)
|
(68,591)
|
(69,887)
|
Total liabilities
|
|
(87,211)
|
(84,296)
|
(90,416)
|
Net assets
|
|
52,569
|
59,334
|
54,873
|
Condensed Interim Consolidated Balance Sheet
(continued)
|
Notes
|
Unaudited
at 30 June
2024
£000
|
Unaudited
at 30
June 2023
£000
|
Audited
at 31
December 2023
£000
|
EQUITY
Capital and reserves
|
|
|
|
|
Called up share capital
|
15
|
30,334
|
30,334
|
30,334
|
Share premium account
|
15
|
103,218
|
103,131
|
103,189
|
Foreign currency translation
reserve
|
|
3,822
|
3,799
|
3,815
|
Other reserves
|
|
38,465
|
38,079
|
38,324
|
Accumulated deficit
|
|
(122,570)
|
(116,009)
|
(121,036)
|
Equity attributable to owners of the
Company
|
|
53,269
|
59,334
|
54,626
|
Non-controlling
interest
|
|
(700)
|
-
|
247
|
Total equity
|
|
52,569
|
59,334
|
54,873
|
Condensed Interim Consolidated Statement of Changes in
Equity
|
Called
up
share
capital
£000
|
Share
premium
account
£000
|
Foreign
currency
translation
reserve*
£000
|
Other
reserves**
£000
|
Accumulated deficit
£000
|
Equity
attributable to owners of the Company
£000
|
Non-controlling interest £000
|
Total
equity
£000
|
At 1 January 2023
(audited)
|
30,334
|
103,068
|
3,799
|
37,617
|
(116,543)
|
58,275
|
-
|
58,275
|
Profit for the period
|
-
|
-
|
-
|
-
|
534
|
534
|
-
|
534
|
Share options issued under the
employee share plan
|
-
|
-
|
-
|
462
|
-
|
462
|
-
|
462
|
Issue of shares (note
15)
|
-
|
63
|
-
|
-
|
-
|
63
|
-
|
63
|
At 30 June 2023
(unaudited)
|
30,334
|
103,131
|
3,799
|
38,079
|
(116,009)
|
59,334
|
-
|
59,334
|
Loss for the period
|
-
|
-
|
-
|
-
|
(5,027)
|
(5,027)
|
(998)
|
(6,025)
|
Acquisition of subsidiary with
non-controlling interest
|
-
|
-
|
-
|
-
|
-
|
-
|
1,242
|
1,242
|
Share options issued under the
employee share plan
|
-
|
-
|
-
|
245
|
-
|
245
|
-
|
245
|
Issue of shares (note
15)
|
-
|
58
|
-
|
-
|
-
|
58
|
-
|
58
|
Currency translation
adjustments
|
-
|
-
|
16
|
-
|
-
|
16
|
3
|
19
|
At 31 December 2023
(audited)
|
30,334
|
103,189
|
3,815
|
38,324
|
(121,036)
|
54,626
|
247
|
54,873
|
Loss for the period
|
-
|
-
|
-
|
-
|
(1,534)
|
(1,534)
|
(964)
|
(2,498)
|
Share options issued under the
employee share plan
|
-
|
-
|
-
|
141
|
-
|
141
|
-
|
141
|
Issue of shares (note
15)
|
-
|
29
|
-
|
-
|
-
|
29
|
-
|
29
|
Currency translation
adjustments
|
-
|
-
|
7
|
-
|
-
|
7
|
17
|
24
|
At 30 June 2024
(unaudited)
|
30,334
|
103,218
|
3,822
|
38,465
|
(122,570)
|
53,269
|
(700)
|
52,569
|
*
The foreign currency translation reserve includes
an amount of £3,799 thousand (31 December 2023: £3,799 thousand, 30
June 2023: £3,799 thousand) in respect of exchange gains and losses
on translation of net assets and results, and intercompany
balances, which formed part of the net investment of the Group, in
respect of subsidiaries which previously operated with a functional
currency other than UK pound sterling.
**
Other
reserves include: 1) Share plan reserves comprising a EIP/MRP/EDRP
reserve representing the cost of share options issued under the
long-term incentive plans and share incentive plan reserve
representing the cost of the partnership and matching shares; 2) a
treasury shares reserve which represents the cost of shares in Star
Energy Group plc purchased in the market to satisfy awards held
under the Group incentive plans; 3) a capital contribution reserve
which arose following the acquisition of IGas Exploration UK
Limited; and 4) a merger reserve which arose on the reverse
acquisition of Island Gas Limited.
Condensed Interim Consolidated Cash Flow
Statement
|
Notes
|
Unaudited
6 months
ended
30
June
2024
£000
|
Unaudited
6 months
ended
30
June
2023
£000
|
Audited
year
ended
31
December
2023
£000
|
Cash flows from operating activities:
|
|
|
|
|
(Loss)/profit before
tax
|
|
(4,225)
|
4,199
|
2,769
|
Depletion, depreciation and
amortisation
|
|
2,909
|
3,343
|
8,291
|
Abandonment costs/other provisions
utilised or released
|
|
(734)
|
(951)
|
(2,186)
|
Share-based payment
charge
|
|
141
|
401
|
633
|
Exploration and evaluation assets
written-off
|
9
|
1,849
|
-
|
456
|
Impairment of goodwill
|
9
|
-
|
-
|
130
|
Impairment of development
costs
|
9
|
4,259
|
-
|
-
|
Change in fair value of contingent
consideration
|
12
|
(2,251)
|
-
|
-
|
Unrealised loss on oil price
derivatives
|
|
74
|
255
|
525
|
Gain on sale of fixed
assets
|
|
(3)
|
-
|
(8)
|
Finance income
|
5
|
(34)
|
(254)
|
(177)
|
Finance costs
|
5
|
2,430
|
2,168
|
4,603
|
Operating cash flows before
working capital movements
|
|
4,415
|
9,161
|
15,036
|
Decrease in trade and other
receivables and other financial assets
|
|
473
|
58
|
1,482
|
(Decrease)/increase in trade and
other payables
|
|
(751)
|
(1,996)
|
553
|
(Increase)/decrease in
inventories
|
|
(30)
|
168
|
145
|
Net cash generated from operating
activities
|
|
4,107
|
7,391
|
17,216
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
Purchase of intangible exploration
and evaluation assets
|
|
(118)
|
(317)
|
(343)
|
Purchase of property, plant and
equipment
|
|
(2,881)
|
(3,665)
|
(7,547)
|
Purchase of intangible development
assets
|
|
(29)
|
(399)
|
(619)
|
Acquisition of subsidiary, net of
cash acquired
|
|
-
|
-
|
(1,282)
|
Proceeds from disposal of
property, plant and equipment
|
|
3
|
-
|
152
|
Interest received
|
|
34
|
14
|
24
|
Net cash used in investing activities
|
|
(2,991)
|
(4,367)
|
(9,615)
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
Cash proceeds from issue of
ordinary share capital
|
15
|
13
|
22
|
42
|
Drawdown on finance
facility
|
13
|
6,110
|
-
|
-
|
Repayment of Reserves Based
Lending facility
|
13
|
(5,541)
|
(3,284)
|
(3,284)
|
Transaction costs related to loan
refinancing
|
13
|
(626)
|
-
|
-
|
Repayment of principal portion of
lease liabilities
|
|
(222)
|
(521)
|
(1,255)
|
Repayment of interest on lease
liabilities
|
|
(344)
|
(328)
|
(727)
|
Interest paid
|
13
|
(188)
|
(384)
|
(1,384)
|
Net cash used in financing activities
|
|
(798)
|
(4,495)
|
(6,608)
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents during
the period/year
|
|
318
|
(1,471)
|
993
|
Net foreign exchange
differences
|
|
26
|
(128)
|
(230)
|
Cash and cash equivalents at the beginning of the
period/year
|
|
3,855
|
3,092
|
3,092
|
Cash and cash equivalents at the end of the
period/year
|
13
|
4,199
|
1,493
|
3,855
|
Notes to the Unaudited Condensed Interim Consolidated
Financial Statements
1 Corporate information
The condensed interim consolidated
financial statements of Star Energy Group plc and its subsidiaries
(the Group) for the six months ended 30 June 2024, which are
unaudited, were authorised for issue in accordance with a
resolution of the Directors on 18 September 2024. Star Energy Group
plc is a public limited company incorporated and domiciled in
England whose shares are publicly traded on the AIM market. The
Group's principal activities are exploring for, appraising,
developing and producing oil and gas and developing geothermal
projects.
2 Accounting policies
Basis of preparation
These unaudited condensed interim
consolidated financial statements for the six months ended 30 June
2024 have been prepared in accordance with UK-adopted International
Accounting Standard 34, 'Interim Financial Reporting' ("IAS 34")
and the AIM Rules for Companies. The unaudited
condensed interim consolidated financial statements should be read
in conjunction with the consolidated financial statements for the
year ended 31 December 2023. The annual financial statements of
Star Energy Group plc are prepared in accordance with UK-adopted
International Accounting Standards.
The financial information
contained in this document does not constitute statutory accounts
as defined by Section 434 of the Companies Act 2006 (England &
Wales). The financial information as at 31 December 2023 is based
on the statutory accounts for the year ended 31 December
2023. A copy of the statutory accounts for that year, has
been delivered to the Registrar of Companies and is available on
the Company's website at www.starenergygroupplc.com. The auditors'
report in accordance with Chapter 3 Part 16 of the Companies Act
2006 in relation to those accounts was unqualified, did not draw
attention to any matters by way of emphasis and did not contain a
statement under section 498(2) or (3) of the Companies Act
2006.
The accounting policies adopted
are consistent with those of the previous financial year and
corresponding interim reporting period, except for the adoption of
the new and amended standards and interpretations discussed below.
Prior period numbers have been reclassified, where necessary, to
conform to the current period presentation.
Going concern
The Group continues to closely
monitor and manage its liquidity risks. Cash flow forecasts for the
Group are prepared on a monthly basis based on, inter alia, the
Group's production and expenditure forecasts, management's best
estimate of future oil prices and foreign exchange rates and the
Group's available loan facility. Sensitivities are run to reflect
different scenarios including, but not limited to, possible further
reductions in commodity prices, fluctuations of sterling and
reductions in forecast oil and gas production rates.
We have prepared our going concern
assessment for the period to 31 March 2026.
Crude oil prices saw a slight
increase in the first half of the year of 2024 compared to 2023 and
have been considerably less volatile than in recent years. However,
with concerns over the health of the global economy and persistent
geopolitical tensions in the Middle East, there is ongoing
uncertainty about future oil prices.
The Group has generated strong
operating cashflows in the first half of 2024, as a result of
stable commodity prices and continued effort to minimise operating
costs, more than offsetting the investment into our Geothermal
business and the costs incurred to prepare the non-core asset for
sale. The proceeds from the sale of a non-core asset are expected
to exceed the costs incurred in rationalising and preparing the
asset for sale and negotiations are at an advanced stage with
completion anticipated by Q1 2025. However, the ability of the
Group to operate as a going concern is dependent upon the continued
availability of future cash flows and the availability of the
monies drawn under its loan facility, which is dependent on the
Group not breaching the facility's covenants. To aid mitigation of
these risks, the Group benefits from its hedging policy with
121,200 bbls currently hedged for September 2024 to June 2025 using
swaps at an average price of $81/bbl.
The Group's base case cash flow
forecast was run with average oil prices of $71/bbl for the
remainder of 2024, $70/bbl for Q1 2025, $72/bbl for Q2
2025 and $75/bbl for H2 2025, and foreign exchange rates of an
average $1.30/£1 for the remainder of 2024 and 2025. In this base
case scenario, our forecasts show that the Group will have
sufficient financial headroom to meet the applicable financial
covenants over the going concern assessment period.
Management has also prepared a
downside case with average oil prices at an average $70/bbl for the
remainder of 2024, $66/bbl for Q1 2025, $68/bbl for Q2 2025
and $71/bbl for H2 2025, and foreign exchange rates of an
average $1.31/£1 for the remainder of 2024 and onwards. Our
downside case also included a reduction in production of 5%, from
January 2025 and a delay in completion of the sale of the non-core
asse to Q2 2025t. In the event of a downside scenario, management
would take mitigating actions including delaying capital
expenditure and reducing costs, in order to remain within the
Group's financial covenants over the remaining facility period,
should such actions be necessary. All such mitigating actions are
within management's control. In this downside scenario including
mitigating actions, our forecast shows that the Group will have
sufficient financial headroom to meet its financial covenants over
the going concern assessment period. Management remain focused on
maintaining a strong balance sheet and funding to support our
strategy.
Based on the analysis above, the
Directors have a reasonable expectation that the Group has adequate
resources to continue as a going concern for at least the next
twelve months from the date of the approval of the condensed
interim consolidated financial statements and have concluded it is
appropriate to adopt the going concern basis of accounting in the
preparation of the financial statements.
New and amended standards and
interpretations
During the period, the Group
adopted the following new and amended IFRSs for the first time for
their reporting period commencing 1 January 2024:
Amendments to IAS 1
|
Classification of Liabilities as
Current or Non-current
|
Amendments to IAS 1
|
Non-current Liabilities with
Covenants
|
Amendments to IAS 7 and IFRS
7
|
Supplier Finance
Arrangements
|
Amendments to IFRS 16
|
Lease Liability in a Sale and
Leaseback
|
These standards do not have a
material impact on the Group in the current or future reporting
periods. There are no other standards that are not yet effective
and that would be expected to have a material impact on the entity
in the current or future reporting periods, with the exception
of IFRS 18 Presentation and Disclosure in Financial
Statements which was issued on 9 April 2024, effective for
periods beginning on or after 1 January 2027. We are in the process of assessing
the impact of this newly issued standard on our future financial
statements.
Estimates and judgements
The preparation of the unaudited
condensed interim consolidated financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expense. Actual results
may differ from these estimates.
In preparing these unaudited
condensed interim consolidated financial statements, the
significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty
were the same as those applied to the consolidated financial
statements for the year ended 31 December 2023.
Financial risk management
The Group's activities expose it
to a variety of financial risks; market risk (including interest
rate, commodity price and foreign currency risks), credit risk and
liquidity risk.
The unaudited condensed interim
consolidated financial statements do not include financial risk
management information and disclosures required in the annual
financial statements; accordingly, the unaudited condensed interim
consolidated financial statements should be read in conjunction
with the Group's annual financial statements as at 31 December
2023.
3 Basis of
consolidation
The unaudited condensed interim
consolidated financial statements present the results of Star
Energy Group plc and its subsidiaries as if they formed a single
entity. The financial information of subsidiaries used in the
preparation of these unaudited condensed interim consolidated
financial statements is based on consistent accounting policies to
those of the Company. All intercompany transactions and balances
between Group companies, including unrealised profits/losses
arising from them, are eliminated in full. Where shares are issued
to an Employee Benefit Trust, and the Company is the sponsoring
entity, it is treated as an extension of the entity.
4 Revenue
The Group derives revenue solely
within the United Kingdom from the transfer of control over goods
and services to external customers which is recognised at a point
in time when the performance obligation has been satisfied by the
transfer of goods. The Group's major product lines
are:
|
Unaudited
6 months
ended
30 June
2024
|
Unaudited
6 months
ended
30 June
2023
|
Audited
year
ended
31
December 2023
|
|
£000
|
£000
|
£000
|
Oil sales
|
22,861
|
21,945
|
46,448
|
Electricity sales
|
246
|
696
|
1,162
|
Gas sales
|
123
|
1,140
|
1,856
|
Revenue for the period/year
|
23,230
|
23,781
|
49,466
|
5 Finance income and
costs
|
Unaudited
6 months
ended
30 June
2024
|
Unaudited
6 months
ended
30 June
2023
|
Audited
year
ended
31
December 2023
|
|
£000
|
£000
|
£000
|
Finance income:
|
|
|
|
Interest on short-term
deposits
|
12
|
14
|
24
|
Net foreign exchange
gain
|
-
|
240
|
153
|
Other interest received
|
22
|
-
|
-
|
Finance income for the period/ year
|
34
|
254
|
177
|
Finance costs:
|
|
|
|
Interest on borrowings
|
(394)
|
(433)
|
(909)
|
Amortisation of finance fees on
borrowings
|
(183)
|
(134)
|
(268)
|
Net foreign exchange
loss
|
(62)
|
-
|
-
|
Unwinding of discount on
decommissioning provision (note 12)
|
(1,221)
|
(1,273)
|
(2,596)
|
Interest charge on lease
liability
|
(344)
|
(328)
|
(727)
|
Other interest payable
|
(226)
|
-
|
(103)
|
Finance costs for the period/ year
|
(2,430)
|
(2,168)
|
(4,603)
|
6 Tax on (loss)/ profit on ordinary
activities
The Group calculates the period
income tax expense using the UK corporation tax rate that would be
applicable to expected total annual earnings for the 12 months
ending 31 December 2024. The majority of the Group's profits are
generated by "ring-fence" business which attract UK corporation tax
and supplementary charges at a combined average rate of 40% (six
months ended 30 June 2023: 40%), in addition to the Energy Profit
Levy (EPL) introduced in May 2022 with an expected average rate of
35% for the period (six months ended 30 June 2023: 35%). The
effective tax rate for the period is 40.9% (six months ended 30
June 2023: 87%), reflecting the deferred tax credit of £3.4 million
in the period, primarily as a result of reduction in temporary
taxable differences expected to realise during the period of
operation of the EPL regime,
offset by a current EPL charge of £1.7 million.
The major components of income tax expense in the unaudited
condensed interim consolidated income statement are:
|
Unaudited
6 months
ended
30 June
2024
£000
|
Unaudited
6 months
ended
30 June
2023
£000
|
Audited
year
ended
31
December 2023
£000
|
UK corporation tax
|
|
|
|
Charge on (loss)/profit for the
period/year
|
1,664
|
933
|
1,099
|
Total current tax
charge
|
1,664
|
933
|
1,099
|
Deferred tax
|
|
|
|
(Credit)/charge relating to the
origination or reversal of temporary differences
|
(3,558)
|
3,011
|
8,611
|
Charge/(credit) in relation to
prior periods
|
167
|
(279)
|
(1,450)
|
Total deferred tax
(credit)/charge
|
(3,391)
|
2,732
|
7,161
|
Tax (credit)/charge on (loss)/profit on ordinary
activities for the
period/year
|
(1,727)
|
3,665
|
8,260
|
A deferred tax asset of £40.6
million (30 June 2023: £42.1 million, 31 December 2023: £37.2
million) has been recognised in respect of tax losses and other
temporary differences where the Directors believe that it is
probable that these assets will be recovered based on estimated
taxable profit forecast.
The Group has gross total tax
losses and similar attributes carried forward of £361.6 million (30
June 2023: £350.8 million, 31 December 2023: £362.1 million).
Deferred tax assets have been recognised in respect of tax losses
and other temporary differences where the Directors believe it is
probable that these assets will be recovered based on a five-year
profit forecast or to the extent that there are offsetting deferred
tax liabilities. Such recognised tax losses include £104.8 million
(30 June 2023: £117.7 million, 31 December 2023: £109.5 million) of
ringfence corporation tax losses which will be recovered at 30% of
future taxable profits, £90.4 million (30 June 2023: £115.9
million, 31 December 2023: £92.6 million) of supplementary charge
tax losses which will be recovered at 10% of future taxable
profits, £4.6 million (30 June 2023: £nil, 31 December 2023: £nil)
of non-ringfence corporation tax losses which will be recovered at
25% of future taxable profits and £4.8 million (30 June 2023: £nil,
31 December 2023: £4.3 million) of losses arising under the EPL
regime which will be recovered at 35% of future taxable
profits.
In July 2024, the UK Government
announced planned changes (to be effective from 1 November 2024) to
the EPL regime, with the intention to increase the headline EPL
rate to 38%, extend the sunset clause to 31 March 2030, abolish the
main EPL investment allowance and reduce the amount of relief
available for capital expenditure in calculating the EPL charge.
These changes have not yet been enacted at the date of approval of
these financial statements. Once enacted, these changes will have
an impact on the tax charge and deferred tax asset to be recognised
in future periods. As the full details of the announced measures
are not yet known it is not currently possible to calculate the
potential impact on the balance sheet.
7 Other expense
Other expense of £2.0 million
relates to the preparation for sale of a non-core asset. It
is expected that the sale proceeds will exceed the costs incurred
in preparing the asset for sale.
8 Earnings per share
(EPS)
Basic EPS amounts are based on the
loss for the period after taxation attributable to the ordinary
equity holders of the Parent Company of £1.5 million (six months
ended 30 June 2023: profit after taxation of £0.5 million
attributable to the ordinary equity holders of the Parent Company;
year ended 31 December 2023: loss after taxation of £4.5 million
attributable to the ordinary equity holders of the Parent Company)
and the weighted average number of ordinary shares outstanding
during the period of 130.6 million (six months ended 30 June 2023:
127.2 million; year ended 31 December 2023: 127.7
million).
Diluted EPS amounts are based on
the loss for the period/year after taxation attributable to the
ordinary equity holders of the Parent Company and the weighted
average number of shares outstanding during the period/year plus
the weighted average number of ordinary shares that would be issued
on the conversion of all the potentially dilutive ordinary shares
into ordinary shares, except where these are
anti-dilutive.
As at 30 June 2024, there are 3.1
million potentially dilutive employee share options (six months
ended 30 June 2023: 9.1 million, year ended 31 December 2023: 7.5
million). These were not included in the calculation at 30 June
2024 and 31 December 2023 as their conversion to ordinary shares
would have decreased the loss per share. These are however included
in the calculation for the six months ended 30 June
2023.
9 Intangible assets
|
|
|
|
|
|
|
|
Exploration and evaluation assets
£'000
|
Development costs
£'000
|
Goodwill
£'000
|
Total
£'000
|
Cost
|
|
|
|
|
|
|
At 1 January 2023
|
|
|
5,558
|
3,710
|
-
|
9,268
|
Additions
|
|
|
117
|
429
|
-
|
546
|
At 30 June 2023 (unaudited)
|
|
|
5,675
|
4,139
|
-
|
9,814
|
Amounts recognised on acquisition
of a subsidiary
|
|
|
-
|
2,529
|
1,311
|
3,840
|
Additions
|
|
|
436
|
276
|
-
|
712
|
Exchange differences
|
|
|
-
|
28
|
15
|
43
|
Impairment
|
|
|
(456)
|
-
|
(130)
|
(586)
|
At 31 December 2023 (audited)
|
|
|
5,655
|
6,972
|
1,196
|
13,823
|
Additions
|
|
|
147
|
30
|
-
|
177
|
Exchange differences
|
|
|
-
|
(56)
|
(25)
|
(81)
|
Impairment
|
|
|
(1,849)
|
(4,259)
|
-
|
(6,108)
|
At 30 June 2024 (unaudited)
|
|
|
3,953
|
2,687
|
1,171
|
7,811
|
|
|
|
|
|
|
|
|
Exploration and evaluation assets
Exploration costs written off in
the period to 30 June 2024 were £1.8 million (6 months to 30 June
2023: £nil, year ended 31 December 2023: £0.5 million) which
substantially all related to the impairment of capitalised
exploration costs at PEDL 235, where the decision was taken not to
renew our exploration licence (year ended 31 December
2023: £0.3 million of early-stage
projects related to our conventional assets where there was no
further development prospect and £0.2 million related to trailing
costs on previously impaired unconventional licences).
The Group has £4.0 million (six
months ended 30 June 2023: £5.7 million, year ended 31 December
2023: £5.7 million) of capitalised exploration expenditure which
relates to our conventional assets including PL 240.
Management assessed the remaining
capitalised exploration expenditure for indications of impairment
under IFRS 6 Exploration for and
Evaluation of Mineral Resources and did not identify any
factors indicating an impairment.
Goodwill
The carrying value of goodwill
relates to the acquisition of an interest in A14 Energy Limited
during 2023. Following the acquisition, the Group identified five
Cash Generating Units (CGUs) within our geothermal business,
whereby technical, economic and/or contractual
features create underlying interdependence in the cash flows. These
CGUs correspond to the four licences (either awarded or under
application at the acquisition date) with the Croatian government
(Ernestinovo, Sječe, Pčelić, and
Leščan), in addition to the
previously identified CGU relating to the UK geothermal
business. The
carrying amount of goodwill is allocated to the following
CGUs:
|
Unaudited
at 30 June
2024
£000
|
Unaudited
at 30
June2023
£000
|
Audited
at 31
December 2023
£000
|
Sječe licence
|
360
|
-
|
369
|
Pčelić licence
|
360
|
-
|
368
|
Ernestinovo licence
|
451
|
-
|
459
|
|
1,171
|
-
|
1,196
|
On the acquisition of A14 Energy
Limited, goodwill of £0.1 million was allocated to the
Leščan CGU,
reflecting the potential of being awarded this licence. Given that
this licence was not awarded to the Group, this goodwill was fully
impaired at 31 December 2023. No goodwill
has been allocated to the UK geothermal business CGU.
The Group tests goodwill for
impairment annually or more frequently if there are indications
that goodwill might be impaired. At 30 June 2024, management
assessed the capitalised goodwill for indications of impairment
under IAS 36 Impairment of
Assets and did not identify any factors indicating a need to
perform detailed impairment testing.
Development costs
The development costs relate to
assets acquired as part of the GT Energy acquisition in 2020, and
assets acquired relating to the Ernestinovo licence as part of the
A14 Energy acquisition during 2023.
The carrying amount of development
costs is split between CGUs as follows:
|
Unaudited
at 30 June
2024
£000
|
Unaudited at 30 June 2023
£000
|
Audited
at 31
December
2023
£000
|
UK geothermal business
|
186
|
4,139
|
4,415
|
Ernestinovo licence
|
2,501
|
-
|
2,557
|
|
2,687
|
4,139
|
6,972
|
Development costs relating
to UK Geothermal business
The costs allocated to this CGU
primarily related to the design and development of deep geothermal
heat projects in the United Kingdom, with the principal project
being at Etruria Valley, Stoke-on-Trent.
At 30 June 2024 the Group reviewed
the carrying value of the development costs and assessed it for
impairment. Following the launching of the Green Heat Network Fund
(GHNF) by the UK government in March 2022, it had been the
intention that 50% of the project's total
combined commercialisation and construction costs
would be funded through a grant from the fund. A
grant funding request was jointly submitted by GT Energy and SSE in
the second half of 2022, with SSE as lead applicant. Following an
extended due diligence process (with technical and commercial
aspects of the project being signed off by a third party consultant
in 2023), in 2024, SSE submitted a project change request seeking
to amend the capital grant and timetable. Further amendments
saw the project change it focus to being fed by a proposed new
'Energy from Waste' facility. This means the project cannot
progress in its intended form. Although we still plan to use the
data obtained to progress a geothermal project in the Stoke region,
the economic viability of a future project cannot be assessed with
sufficient certainty at present. Therefore, the decision was taken
to fully impair the capitalised amounts relating to the Stoke
project, resulting in an impairment charge of £4.3 million (6
months to 30 June 2023: £nil, year ended 31 December 2023:
£nil).
Development costs relating to Ernestinovo
licence
The development costs associated
with Ernestinovo relate to the fair value of assets acquired as
part of the A14 Energy acquisition made in 2023. The costs relate
to the value of the licence award and work performed up to the
acquisition date in progressing with the re-entry of an existing
well on the Ernestinovo exploration licence.
The Group tests intangible assets
not yet ready for use for impairment annually or more frequently if
there are indications that the asset might be impaired. At 30 June
2024, management assessed the capitalised development cost for
indications of impairment under IAS 36 Impairment of Assets and did
not identify any factors indicating a need to perform detailed
impairment testing.
10 Property, plant and
equipment
|
Unaudited
at 30 June
2024
£'000
|
|
Unaudited
at 30
June 2023
£'000
|
|
Audited
at 31
December 2023
£'000
|
|
Oil and gas
assets
|
Other property, plant and
equipment
|
Total
|
|
Oil and
gas assets
|
Other
property, plant and equipment
|
Total
|
|
Oil and
gas assets
|
Other
property, plant and equipment
|
Total
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January
|
226,888
|
1,734
|
228,622
|
|
220,301
|
2,046
|
222,347
|
|
220,301
|
2,046
|
222,347
|
Additions
|
1,692
|
-
|
1,692
|
|
2,702
|
-
|
2,702
|
|
6,920
|
27
|
6,947
|
Disposals/write offs
|
-
|
(29)
|
(29)
|
|
-
|
-
|
-
|
|
-
|
(339)
|
(339)
|
Changes in
decommissioning
|
(1,217)
|
-
|
(1,217)
|
|
(1,062)
|
-
|
(1,062)
|
|
(333)
|
-
|
(333)
|
At 30 June/31 December
|
227,363
|
1,705
|
229,068
|
|
221,941
|
2,046
|
223,987
|
|
226,888
|
1,734
|
228,622
|
Accumulated Depreciation, Depletion and
Impairment
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January
|
154,004
|
624
|
154,628
|
|
147,022
|
594
|
147,616
|
|
147,022
|
594
|
147,616
|
Charge for the period/
year
|
2,323
|
17
|
2,340
|
|
2,758
|
14
|
2,772
|
|
6,982
|
30
|
7,012
|
Disposals/write offs
|
-
|
(29)
|
(29)
|
|
-
|
-
|
-
|
|
-
|
-
|
-
|
At 30 June/ 31 December
|
156,327
|
612
|
156,939
|
|
149,780
|
608
|
150,388
|
|
154,004
|
624
|
154,628
|
Net book value at 30 June/31 December
|
71,036
|
1,093
|
72,129
|
|
72,161
|
1,438
|
73,599
|
|
72,884
|
1,110
|
73,994
|
Impairment of oil and gas properties
The Group reviewed the carrying
value of oil and gas assets as at 30 June 2024 and assessed it for
impairment and impairment reversal indicators. No factors that
would have a material impact on the carrying value of the assets
since the last balance sheet date were identified. Management has
therefore concluded that there were no impairment or impairment
reversal indicators at 30 June 2024.
11 Financial Instruments - fair
value disclosure
The Group uses the following
hierarchy for determining and disclosing the fair value of
financial instruments by valuation technique:
● Level
1: quoted (unadjusted) prices in active markets for identical
assets or liabilities;
● Level
2: other valuation techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly; and
● Level
3: valuation techniques which use inputs which have a significant
effect on the recorded fair value that are not based on observable
market data.
There are no non-recurring fair
value measurements nor have there been any transfers between levels
of the fair value hierarchy.
Financial assets and liabilities measured at fair
value
|
Level
|
Unaudited
at 30 June
2024
£'000
|
Unaudited
at 30
June
2023
£'000
|
Audited
at 31
December 2023
£'000
|
Financial assets:
|
|
|
|
|
Derivative financial instruments -
oil hedges
|
2
|
-
|
270
|
-
|
At 30 June/31 December
|
|
-
|
270
|
-
|
|
Level
|
Unaudited
at 30 June
2024
£'000
|
Unaudited
at 30
June
2023
£'000
|
Audited
at 31
December 2023
£'000
|
Financial liabilities:
|
|
|
|
|
Derivative financial instruments -
oil hedges
|
2
|
(74)
|
-
|
-
|
Contingent consideration (note
12)
|
3
|
(480)
|
(2,731)
|
(2,731)
|
At 30 June/31 December
|
|
(554)
|
(2,731)
|
(2,731)
|
Fair value of derivative financial
instruments
Commodity price hedges
The fair values of the commodity
price hedges were provided by counterparties with whom the trades
have been entered into. These consist of Asian style swaps to sell
oil. The hedges are valued by comparing the fixed prices of
the trades with prevailing market forward prices (or end of day
prices) and the difference multiplied by the traded volumes. These
results are discounted to provide a fair value.
Fair value of other financial assets and financial
liabilities
The fair values of all other
financial assets and financial liabilities are considered to be
materially equivalent to their carrying values.
12 Provisions
|
Unaudited
at 30 June
2024
£'000
|
|
Unaudited
at 30
June 2023
£'000
|
|
Audited
at 31
December 2023
£'000
|
|
Decommis-sioning
provisions
|
Contingent
consideration
|
Total
|
|
Decommis-
sioning provisions
|
Contingent consideration
|
Total
|
|
Decommis-
sioning provisions
|
Contingent consideration
|
Total
|
At 1 January
|
(62,411)
|
(2,731)
|
(65,142)
|
|
(62,825)
|
(2,731)
|
(65,556)
|
|
(62,825)
|
(2,731)
|
(65,556)
|
Acquisitions
|
-
|
-
|
-
|
|
-
|
-
|
-
|
|
-
|
(857)
|
(857)
|
Utilisation of
provision
|
656
|
-
|
656
|
|
1,635
|
-
|
1,635
|
|
2,909
|
857
|
3,766
|
Unwinding of discount (note
5)
|
(1,221)
|
-
|
(1,221)
|
|
(1,273)
|
-
|
(1,273)
|
|
(2,596)
|
-
|
(2,596)
|
Reassessment of decommissioning
provision
|
970
|
-
|
970
|
|
1,203
|
-
|
1,203
|
|
101
|
-
|
101
|
Change in fair value of contingent
consideration
|
-
|
2,251
|
2,251
|
|
-
|
-
|
-
|
|
-
|
-
|
-
|
At 30 June/31 December
|
(62,006)
|
(480)
|
(62,486)
|
|
(61,260)
|
(2,731)
|
(63,991)
|
|
(62,411)
|
(2,731)
|
(65,142)
|
|
Unaudited
at 30 June
2024
£'000
|
|
Unaudited
at 30
June 2023
£'000
|
|
Audited
at 31
December 2023
£'000
|
|
Decommis-sioning
provisions
|
Contingent
consideration
|
Total
|
|
Decommis-
sioning provisions
|
Contingent consideration
|
Total
|
|
Decommis-
sioning provisions
|
Contingent consideration
|
Total
|
Current
|
(1,858)
|
-
|
(1,858)
|
|
(3,098)
|
(280)
|
(3,378)
|
|
(1,956)
|
(280)
|
(2,236)
|
Non-current
|
(60,148)
|
(480)
|
(60,628)
|
|
(58,162)
|
(2,451)
|
(60,613)
|
|
(60,455)
|
(2,451)
|
(62,906)
|
At 30 June/ 31 December
|
(62,006)
|
(480)
|
(62,486)
|
|
(61,260)
|
(2,731)
|
(63,991)
|
|
(62,411)
|
(2,731)
|
(65,142)
|
Decommissioning provision
The Group spent £0.7 million on
decommissioning activities during the period (six months ended 30
June 2023: £1.6 million; year ended 31 December 2023: £2.9
million).
Provision has been made for the
discounted future cost of abandoning wells and restoring sites to a
condition acceptable to the relevant authorities. This is expected
to take place between 1 to 29 years from period end (30 June 2023:
1 to 29 years; 31 December 2023: 1 to 29 years). The provisions are
based on the Group's internal estimate as at 30 June 2024.
Assumptions are based on the current experience from
decommissioning wells which management believes is a reasonable
basis upon which to estimate the future liability. The estimates
are based on a planned programme of abandonments but also include a
provision to be spent in 2024-2028 on preparing for the abandonment
campaign, abandoning wells and restoring sites which for
regulatory, integrity or other reasons fall outside the planned
campaign. The estimates are reviewed regularly to take account of
any material changes to the assumptions. Actual decommissioning
costs will ultimately depend upon future costs for decommissioning
which will reflect market conditions and regulations at that time.
Furthermore, the timing of decommissioning is uncertain and is
likely to depend on when the fields cease to produce at
economically viable rates. This, in turn, will depend on factors
such as future oil and gas prices, which are inherently
uncertain.
The Group applies an inflation
adjustment to the current cost estimates and discounts the
resulting cash flows using a risk free discount rate. The provision
estimate reflects a higher inflation percentage in the near term
for the period 2024 - 2025 and thereafter incorporates the
long-term UK target inflation rate for the period 2026 and
beyond.
A risk free rate range of 3.0% to
5.8% is used in the calculation of the provision as at 30 June 2024
(30 June 2023: Risk free rate range of 3.0% to 5.9%, 31 December
2023: Risk free rate range of 3.0% to 5.5%).
Management performed sensitivity
analysis to assess the impact of changes to the risk free rate on
the Group's decommissioning provision balance. A 0.5% decrease in
the risk free rate assumption would result in an increase in the
decommissioning provision by £3.9 million. Management also
performed sensitivity analysis to assess the impact of changes to
the undiscounted future cost of abandoning wells and restoring
sites on the Group's decommissioning provision balance. A 10%
increase in the undiscounted future cost would result in an
increase in the decommissioning provision by £6.4
million.
Contingent consideration
The carrying value of contingent
consideration relates to the acquisition of GT Energy UK Limited
(GT Energy). The consideration is payable in shares, and is
dependent on the timing of various milestones being achieved. It is
also dependent on the inputs to an agreed-form economic model which
determines the level of the consideration for each milestone in
accordance with the sale and purchase agreement (SPA). These inputs
relate to targets for aspects of the Stoke-on-Trent project,
including funding, amount of heat delivered, and costs and revenues
achieved.
As detailed note 9, it is now
expected that the project will not progress in its intended form.
This means that it will not be possible to meet the milestones,
with the exception of a "business development" milestone (relating
to the development of a second project) which could result in a
payment of up to £1 million. Therefore the fair value for each
milestone other than the business development milestone was
assessed as £nil. The fair value of the business development
milestone was calculated by determining the probability weighted
value of the payment, discounted at a discount rate of 4.4%. The
balance of the contingent consideration at 30 June 2024 has been
classified as a non-current liability based on the contractual
milestone payment dates in the SPA for the GT Energy acquisition
and the estimated timing of the achievement of the
milestone.
13 Cash and cash equivalents and other
financial assets
|
Unaudited
at 30
June
2024
£000
|
Unaudited
at 30
June
2023
£000
|
Audited
at 31
December
2023
£000
|
Cash and cash
equivalents
|
4,199
|
1,493
|
3,855
|
Borrowings - including capitalised
fees
|
(5,483)
|
(5,239)
|
(5,358)
|
Net debt
|
(1,284)
|
(3,746)
|
(1,503)
|
Capitalised fees
|
(577)
|
(267)
|
(133)
|
Net debt excluding capitalised fees at 30 June/31
December
|
(1,861)
|
(4,013)
|
(1,636)
|
Net debt reconciliation
|
Cash and
cash
equivalents
£000
|
Borrowings
£000
|
Total
£000
|
|
At 1 January 2023
(audited)
|
3,092
|
(8,743)
|
(5,651)
|
|
Interest paid on
borrowings
|
(384)
|
-
|
(384)
|
|
Repayment of RBL
|
(3,284)
|
3,284
|
-
|
|
Foreign exchange
adjustments
|
(128)
|
354
|
226
|
|
Other cash flows
|
2,197
|
-
|
2,197
|
|
Other non-cash
movements
|
-
|
(134)
|
(134)
|
|
At 30 June 2023
(unaudited)
|
1,493
|
(5,239)
|
(3,746)
|
|
Interest paid on
borrowings
|
(425)
|
-
|
(425)
|
|
Other interest paid
|
(575)
|
-
|
(575)
|
|
Repayment of RBL
|
-
|
-
|
-
|
|
Foreign exchange
adjustments
|
(102)
|
15
|
(87)
|
|
Other cash flows
|
3,464
|
-
|
3,464
|
|
Other non-cash movements
|
-
|
(134)
|
(134)
|
|
At 31 December 2023
(audited)
|
3,855
|
(5,358)
|
(1,503)
|
|
Interest paid on
borrowings
|
(188)
|
-
|
(188)
|
Repayment of RBL
|
(5,541)
|
5,541
|
-
|
Drawdown of loan
facility
|
6,110
|
(6,110)
|
-
|
Foreign exchange
adjustments
|
26
|
(4)
|
22
|
Capitalised transaction
costs
|
(626)
|
626
|
-
|
Other cash flows
|
563
|
-
|
563
|
Other non-cash
movements
|
-
|
(178)
|
(178)
|
At 30 June 2024 (unaudited)
|
4,199
|
(5,483)
|
(1,284)
|
|
|
|
|
|
|
|
|
Borrowings
In October 2019, the Group signed
a $40.0 million RBL facility with BMO Capital Markets (BMO). In
addition to the committed $40.0 million RBL, a further $20.0
million was available on an uncommitted basis, and could be used
for any future acquisitions or new conventional developments. The
RBL had a five-year term, an interest rate of USD LIBOR plus 4.0%,
matured in June 2024 and was secured on the Group's assets. USD
LIBOR ceased to be published from 30 June 2023 and the facility was
amended to replace LIBOR with the Secured Overnight Finance Rate
(SOFR) with effect from 1 July 2023. There was no material impact
on the financial position and performance of the Group resulting
from this transition.
On 9 April 2024, the Group
announced the closing of a new €25.0 million facility with
Kommunalkredit Austria AG (Kommunalkredit). The facility comprises
of a facility A which was used to fund the repayment of the
outstanding balance on the RBL facility and carries a fixed
interest rate of 9.384% and is repayable on 30 June 2025 and a
facility B which provides funding for the Group's geothermal
development activities and carries an interest rate of Euribor + 6%
and has a five-year term with repayments commencing on 31 December
2025.
At 30 June 2024, we have drawn
down €7.1 million,
with a further €17.9 million available for draw down in future.
The current portion of the borrowings have been
assessed on the basis of contractual repayment terms.
The Group is subject to the
following financial covenants under the facility agreement,
applicable at 30 June and 31 December for each year of the
agreement:
· Loan
Life Cover Ratio ("LLCR") not less than 1.25:1.
· Net
Debt to Earnings before Interest, Tax, Depreciation, Amortisation,
and Exceptional items ("EBITDAX") ratio less than or equal to
2.00:1.
· The
current ratio of the Group, defined as the ratio of current assets
to current liabilities (with specific agreed exclusions) greater
than or equal to 1.00:1.
· The
Debt Service Cover Ratio ("DSCR") greater than or equal to 1.10:1
(applicable after 31 December 2025).
· The
Approved Reserve Value to Net Debt ratio greater than or equal to
2.50:1.
We complied with all the covenants
applicable at the balance sheet date.
Collateral against borrowing
A security agreement was executed
between Apex Corporate Trustees (UK) Limited (as security agent for
Kommunalkredit Austria AG) ("Apex"), Star Energy Group plc and
certain subsidiaries, namely; IGas Energy Limited, Star Energy
Limited, IGas Energy Enterprise Limited, Island Gas (Singleton)
Limited, Island Gas Limited, Dart Energy (East England) Limited,
Dart Energy (West England) Limited, IGas Energy Development
Limited, IGas Energy Production Limited, Dart Energy (Europe)
Limited and GT Energy UK Limited (as chargors) dated 9 April 2024
("Star Energy Debenture"). On the same date, Scottish bonds and
floating charges were executed between Apex (as security agent) and
Dart Energy (Europe) Limited and IGas Energy Production Limited
(Star Energy Group companies, as "Scottish Chargors") ("Scottish
BFCs"). A further security agreement was executed between GT Energy
Croatia Limited (a Star Energy Group company, as chargor) and Apex
(as security agent) dated 26 April 2024 ("GT
Debenture").
Under the terms of the Star Energy
Debenture and GT Debenture, Apex has fixed charges over certain
real property (freehold and/or leasehold property), petroleum
licences, all pipelines, plant, machinery, vehicles, fixtures,
fittings, computers, office and other equipment and chattels and
all related property rights, shares of certain subsidiaries as well
as the assigned agreements and rights and all related property
rights and first floating charges over property, assets, rights and
revenues (other than those charged or assigned pursuant to the
aforementioned fixed charges). Under the terms of the Scottish
BFCs, Apex has a first floating charge over all of the assets of
the Scottish Chargors.
14
Loss after tax from discontinued operations
The divestment of assets acquired
as part of the Dart Acquisition, namely the Rest of the World
segment, was completed in 2016. The Group had a presence in a
small number of Australian, Indian and Singaporean registered
operations. During the period ended 30 June 2024, we finalised the
liquidation process for the remaining of these overseas dormant
subsidiaries, with formal deregistration of the final Australian
entity (Dart Energy Pty Ltd). The total loss after tax in respect
of discontinued operations was £nil (six months ended 30 June 2023:
£nil; year ended 31 December 2023: £nil).
15 Share capital
|
Ordinary shares
|
Deferred
shares
|
Share
capital
|
Share
premium
|
|
No.
|
Nominal value
£000
|
No.
|
Nominal value
£000
|
Nominal
value
£000
|
Value
£000
|
Issued and fully paid
|
|
|
|
|
|
|
At 1 January 2023
(audited)
|
126,731,529
|
3
|
303,305,534
|
30,331
|
30,334
|
103,068
|
SIP share issue-
partnership
|
122,731
|
-
|
-
|
-
|
-
|
22
|
SIP share issue -
matching
|
225,462
|
-
|
-
|
-
|
-
|
41
|
Shares issued in respect of MRP
exercises
|
154,014
|
-
|
-
|
-
|
-
|
-
|
Shares issued in respect of EDRP
exercises
|
150,000
|
-
|
-
|
-
|
-
|
-
|
Shares issued in respect of EIP
exercises
|
15,182
|
-
|
-
|
-
|
-
|
-
|
At 30 June 2023
(unaudited)
|
127,398,918
|
3
|
303,305,534
|
30,331
|
30,334
|
103,131
|
SIP share issue -
partnership
|
164,625
|
-
|
-
|
-
|
-
|
20
|
SIP share issue -
matching
|
325,854
|
-
|
-
|
-
|
-
|
38
|
Shares issued in respect of MRP
exercises
|
440,140
|
-
|
-
|
-
|
-
|
-
|
Shares issued in respect of EIP
exercises
|
17,496
|
-
|
-
|
-
|
-
|
-
|
At 31 December 2023
(audited)
|
128,347,033
|
3
|
303,305,534
|
30,331
|
30,334
|
103,189
|
SIP share issue -
partnership
|
143,461
|
-
|
-
|
-
|
-
|
13
|
SIP share issue -
matching
|
171,567
|
-
|
-
|
-
|
-
|
16
|
Shares issued in respect of MRP
exercises
|
585,184
|
-
|
-
|
-
|
-
|
-
|
Shares issued in respect of EIP
exercises
|
59,261
|
-
|
-
|
-
|
-
|
-
|
At 30 June 2024 (unaudited)
|
129,306,506
|
3
|
303,305,534
|
30,331
|
30,334
|
103,218
|
16 Operating Segments
An operating segment is a
component of the Group that engages in a business activity from
which it may earn revenues and incur expenses, including revenues
and expenses that relate to transactions with any of the Group's
other components. All operating segments operating results are
reviewed regularly to make decisions about resources to be
allocated to the Segment and to assess its performance by the Chief
Operating Decision Maker, which for the Group is the Board of
Directors. Segment results include items directly attributable to a
segment as well as those that can be allocated on a reasonable
basis. Unallocated items comprise mainly corporate assets and head
office expenses.
|
|
Unaudited at 30 June
2024
|
|
Oil and gas
segment
£'000
|
Geothermal
segment
£'000
|
Unallocated
£'000
|
Total
£'000
|
External revenues
|
23,230
|
-
|
-
|
23,230
|
Cost of sales
|
(13,257)
|
-
|
-
|
(13,257)
|
Gross profit
|
9,973
|
-
|
-
|
9,973
|
Administrative expenses
|
(3,108)
|
(616)
|
(351)
|
(4,075)
|
Research and non-capitalised
development costs
|
-
|
(1,799)
|
-
|
(1,799)
|
Impairment of development
costs
|
-
|
(4,259)
|
-
|
(4,259)
|
Exploration and evaluation assets
written off
|
(1,849)
|
-
|
-
|
(1,849)
|
Change in fair value of contingent
consideration
|
-
|
2,251
|
-
|
2,251
|
Loss on derivative financial
instruments
|
(74)
|
-
|
-
|
(74)
|
Other expense
|
(2,000)
|
-
|
-
|
(2,000)
|
Other income
|
3
|
-
|
-
|
3
|
Segment operating profit/(loss)
|
2,945
|
(4,423)
|
(351)
|
(1,829)
|
Finance income
|
|
|
|
34
|
Finance costs
|
|
|
|
(2,430)
|
Finance costs - net
|
|
|
|
(2,396)
|
Loss before income tax
|
|
|
|
(4,225)
|
Total assets at 30 June
|
135,347
|
4,433
|
-
|
139,780
|
Total liabilities at 30 June
|
(84,320)
|
(2,261)
|
(630)
|
(87,211)
|
|
|
|
|
|
|
|
Audited
at 31 December 2023
|
Unaudited at 30 June 2023
|
|
Oil and
gas segment
£'000
|
Geothermal segment
£'000
|
Unallocated
£'000
|
Total
£'000
|
Oil and
gas segment
£'000
|
Geothermal segment
£'000
|
Unallocated
£'000
|
Total
£'000
|
External revenues
|
49,466
|
-
|
-
|
49,466
|
23,781
|
-
|
-
|
23,781
|
Cost of sales
|
(32,376)
|
-
|
-
|
(32,376)
|
(15,576)
|
-
|
-
|
(15,576)
|
Gross profit
|
17,090
|
-
|
-
|
17,090
|
8,205
|
-
|
-
|
8,205
|
Administrative expenses
|
(4,395)
|
(1,224)
|
(1,671)
|
(7,290)
|
(1,482)
|
(549)
|
(409)
|
(2,440)
|
Research and non-capitalised
development costs
|
-
|
(2,002)
|
-
|
(2,002)
|
-
|
(126)
|
-
|
(126)
|
Impairment of goodwill
|
-
|
(130)
|
-
|
(130)
|
-
|
-
|
-
|
-
|
Exploration and evaluation assets
written off
|
(456)
|
-
|
-
|
(456)
|
-
|
-
|
-
|
-
|
(Loss)/profit on derivative
financial instruments
|
(25)
|
-
|
-
|
(25)
|
474
|
-
|
-
|
474
|
Other income
|
8
|
-
|
-
|
8
|
-
|
-
|
-
|
-
|
Segment operating profit/ (loss)
|
12,222
|
(3,356)
|
(1,671)
|
7,195
|
7,197
|
(675)
|
(409)
|
6,113
|
Finance income
|
|
|
|
177
|
|
|
|
254
|
Finance costs
|
|
|
|
(4,603)
|
|
|
|
(2,168)
|
Finance costs - net
|
|
|
|
(4,426)
|
|
|
|
(1,914)
|
Profit before income tax
|
|
|
|
2,769
|
|
|
|
4,199
|
Total assets at 31 December/ 30 June 2023
|
136,283
|
9,006
|
-
|
145,289
|
139,475
|
4,155
|
-
|
143,630
|
Total liabilities at 31 December/ 30 June
2023
|
(85,163)
|
(4,460)
|
(793)
|
(90,416)
|
(81,295)
|
(2,736)
|
(265)
|
(84,296)
|
The Group has two geographical
areas of operation being the UK and Croatia. All Group revenues are
derived in the UK. There is a total of £3.8 million
(30 June 2023: £nil; 31 December 2023: £3.9
million) of non-current assets relating to operations in Croatia,
with the remainder of the Group's non-current assets relating to
operations in the UK.
17
Performance
bonds
On 1 November 2023,
Tokio Marine Europe S.A issued performance
guarantees amounting to €5.2 million (£4.5 million) on behalf of
the Group for licence commitments relating to the Sječe and
Pčelić, exploration licences. The guarantees have a term of 5
years. Subsequent to the year end, the Group agreed to provide cash
backing for the guarantees using the proceeds of the Kommunalkredit
facility.
Glossary
£ The lawful currency of the United
Kingdom
$ The lawful currency of the United
States of America
€ The lawful currency of the
European Union
1P Low estimate of commercially
recoverable reserves
2P Best estimate of commercially
recoverable reserves
3P High estimate of commercially
recoverable reserves
1C Low estimate or low case of
Contingent Recoverable Resource quantity
2C Best estimate or mid case of
Contingent Recoverable Resource quantity
3C High estimate or high case of
Contingent Recoverable Resource quantity
AIM AIM market of the London Stock
Exchange
Bbl(s)/d Barrel(s) of oil per
day
boepd Barrels of oil equivalent per
day
bopd Barrels of oil per
day
Contingent Recoverable Resource -
Contingent Recoverable Resource estimates are prepared in
accordance with the Petroleum Resources Management System (PRMS),
an industry recognised standard. A Contingent Recoverable Resource
is defined as discovered potentially recoverable quantities of
hydrocarbons where there is no current certainty that it will be
commercially viable to produce any portion of the contingent
resources evaluated. Contingent Recoverable Resources are further
divided into three status groups: marginal, sub‑marginal, and undetermined. Star
Energy Group plc's Contingent Recoverable Resources all fall into
the undetermined group. Undetermined is the status group where it
is considered premature to clearly define the ultimate chance of
commerciality.
m Million
Mbbl Thousands of barrels
MMboe Millions of barrels of oil
equivalent
MMscfd Millions of standard cubic
feet per day
PEDL United Kingdom petroleum
exploration and development licence
PL Production licence
UK United Kingdom
USD The lawful currency of the
United States of America