
Prospex Energy PLC / Index: AIM / Epic: PXEN / Sector: Oil and Gas
19 May 2022
Prospex Energy PLC
('Prospex' or the 'Company')
AGM Notice and Final Results for Year ended 31 December 2021
-Successfully transitioned from an explorer to a gas producing, electricity
and income generating investing company
Prospex Energy plc, the AIM quoted investment company, is pleased to announce its audited Final Results for the year ended 31 December 2021.
Highlights
· El Romeral
o Acquisition of the El Romeral gas producing licenses and gas power plant. Prospex holds a 49.9% working interest in El Romeral through its interest in Tarba Energía S.L. ("Tarba")
o Tarba Transitioned from exploration company to a significant gas producing, electricity generating and income generating company
o El Romeral plant is running 24 hours a day 7 days a week following optimisation and automation carried out by Tarba at the end of 2021
· The Selva field
o The Selva field received full environmental approval from
o Full production licence for Selva expected in the second quarter of 2022
o Increased its stake in the Selva field in
Corporate and Financial Highlights (as at 31 December)
· Total Assets of
· Successfully raised
· Cash and cash equivalents of
o Subsequent to year end, Company completed a placing of
· Fair value of the Company's investments stood at
· Strengthened management team with the appointment of Mark Routh as CEO and Alasdair Buchanan as Non-Executive Director
The Company also gives notice that its Annual General Meeting ('AGM') will be held at the offices of Shakespeare Martineau LLP, 6th Floor 60 Gracechurch Street,
Commenting on the results, Mark Routh, Prospex's CEO, said:
"It has been a transformational year for Prospex as we transitioned from being an investing company with interests in exploration assets to a company including interests in a gas producing and electricity generating asset. We have invested in the optimisation and automation of El Romeral enabling it to run 24 hours a day 7 days a week and allowing us to benefit from the unprecedented rise in electricity prices. In addition, our successful fundraising earlier in this year, enabled us to increase our stake in Selva to 37%, where a full production licence is anticipated during 2022.
"Looking ahead, with Selva expected to commence production in Q2-2023 and with the application process now commenced for a multi-well drilling programme at El Romeral, potentially in 2023, the year ahead promises to see major progress. Prospex is in a strong operational position with an experience team who remain committed to increase shareholder value."
* * ENDS * *
For further information visit www.prospex.energy or contact the following:
Mark Routh |
Prospex Energy PLC |
Tel: +44 (0) 20 7236 1177 |
Ritchie Balmer |
Strand Hanson Limited |
Tel: +44 (0) 20 7409 3494 |
Andrew Monk (Corporate Broking) |
VSA Capital Limited |
Tel: +44 (0) 20 3005 5000 |
Colin Rowbury |
Novum Securities Limited |
Tel: +44 (0) 20 7399 9427 |
Susie Geliher |
St Brides Partners Limited
|
Tel: +44 (0) 20 7236 1177 |
Chairman's Report for the year ended 31 December 2021
The 2021 financial year saw significant changes to Prospex Energy.
On 1 March 2021, Tarba Energía S.L. ('Tarba'), the joint venture vehicle in which Prospex, via its wholly owned subsidiary PXOG Muirhill Ltd, holds its Spanish investments, completed the acquisition of the El Romeral gas producing licenses and gas to power plant near Carmona in southern
In March 2021, the Selva field joint venture in
Prior to
The Tarba team continues to liaise with various government agencies to progress drilling and environmental approvals for both El Romeral and Tesorillo. Tarba is targeting conventional sandstone gas reservoirs. There are no financial or drilling commitments attached to the Tesorillo Project Exploitation Concession application and, pending the decision by the regulators, no work is scheduled and the existing Tesorillo permit remains suspended.
In July 2021, Mark Routh was appointed as Prospex Energy's new CEO and director following votes received at the AGM to make changes to the Board of Directors.
In August 2021, Alasdair Buchanan was appointed as a non-executive director.
On 8 August 2021, Prospex agreed to purchase an additional 20% of the Selva field in
An Extraordinary General Meeting was convened on 5 October 2021 at the request of a group of shareholders proposing the replacement of the entire Board of Directors. Shareholders voted to support the current Board of Directors by 59% versus 41% of the votes cast. Subsequently the CEO has increased communications with all shareholders and the Board believes there is improved alignment on objectives and strategy of the Company going forward.
In October 2021, Tarba undertook field work including workovers and a data acquisition campaign executed on three of the El Romeral gas wells.
In December 2021, in
In December 2021, Tarba completed a plant optimisation and automation project at El Romeral to allow remote monitoring and control of the plant, allowing reduced manual intervention and providing the ability to run the plant 24 hours a day 7 days a week. Further studies have been conducted and, at the date hereof, the plant is running 24 hours a day 7 days a week.
Also in December 2021, Tarba re-paid
Financial Review
For the year ended 31 December 2021, the Company is reporting Total Assets of
In March 2021, the Company raised
In June 2021, the Company refinanced 83% of its outstanding 2018 Loan Notes.
As at 31 December 2021, the fair value of the Company's investments stood at
Administrative expenses for the full year totalled
As at 31 December 2021, the Company held cash and cash equivalents of
Post period end, in February 2022, the Company raised
Outlook
With the current shortage of gas across
In the current environment, governments are rightly taking steps to find alternative energy sources, improve energy security and reduce energy costs to end consumers. Prospex is well positioned to contribute positively in all these areas. To put this in context, local indigenous onshore gas production in
Prospex supports the drive to renewable energy and is actively pursuing ways of developing these sources. However, we also recognise that natural gas will be required to contribute to the energy mix during the transitional period, and that local indigenous onshore gas is the optimum source to meet this need. With the strength of our team and our assets, Prospex is well positioned to grow its business into these market opportunities.
The outlook for Prospex is one of consolidation and growth. With Selva expected to commence production in Q2-2023 and with the application process now commenced for a multi-well drilling programme at El Romeral, potentially in 2023, the year ahead promises to see major progress. I look forward to providing further updates as developments occur.
Following the Annual General Meeting of shareholders in July 2021, the team leading your Company included Mark Routh as CEO and a director and Alasdair Buchanan as a non-executive director. These two individuals bring a significant depth of experience to the Board and management and have a thorough understanding of the existing assets and joint venture partners as well as bringing skills and experience to implementing new opportunities. Ed Dawson, former Managing Director and a founder of the Company was instrumental in building the asset base of the Company in
Finally, I would like to thank the Board and management team for their continued hard work, commitment and support.
Bill Smith
Non-executive Chairman
19 May 2022
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of
Prospex Energy Plc
Statement of Profit or Loss and Other Comprehensive Income
for the year ended 31 December 2021
|
|
2021 |
|
2020 |
|
Notes |
£ |
|
£ |
CONTINUING OPERATIONS |
|
|
|
|
Other operating income |
5 |
86,604 |
|
247,143 |
Administrative expenses |
|
(891,676) |
|
(972,193) |
OPERATING LOSS |
|
(805,072) |
|
(725,050) |
Gain/(loss) on revaluation of investments |
12, 13 |
3,076,415 |
|
(1,121,815) |
|
|
2,271,343 |
|
(1,846,865) |
Finance income |
7 |
109,618 |
|
91,362 |
Finance costs |
7 |
(80,771) |
|
(50,989) |
PROFIT/(LOSS) BEFORE INCOME TAX |
8 |
2,300,190 |
|
(1,806,492) |
Income tax |
9 |
(40,394) |
|
- |
PROFIT/(LOSS) FOR THE YEAR |
|
2,259,796 |
|
(1,806,492) |
|
|
|
|
|
EARNINGS/(LOSS) PER SHARE |
10 |
|
|
|
Basic earnings/(loss) pence per share |
|
1.61p |
|
(2.10)p |
Diluted earnings/(loss) pence per share |
|
1.61p |
|
(2.10)p |
Prospex Energy Plc (Registered number: 03896382)
Statement of Financial Position
31 December 2021
|
|
2021 |
|
2020 |
|
Notes |
£ |
|
£ |
ASSETS |
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
Property, plant and equipment |
11 |
- |
|
- |
Investments |
12 |
6,697,305 |
|
3,620,890 |
Loans and other financial assets |
13 |
- |
|
- |
Trade and other receivables |
14 |
1,225,570 |
|
989,645 |
|
|
7,922,875 |
|
4,610,535 |
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
Trade and other receivables |
14 |
841,502 |
|
917,058 |
Cash and cash equivalents |
15 |
220,060 |
|
220,618 |
|
|
1,061,562 |
|
1,137,676 |
|
|
|
|
|
TOTAL ASSETS |
|
8,984,437 |
|
5,748,211 |
|
|
|
|
|
EQUITY |
|
|
|
|
SHAREHOLDERS' EQUITY |
|
|
|
|
Called up share capital |
16 |
7,124,355 |
|
7,035,589 |
Share premium |
|
11,599,333 |
|
10,185,819 |
Merger reserve |
|
2,416,667 |
|
2,416,667 |
Capital redemption reserve |
|
43,333 |
|
43,333 |
Fair value reserve |
|
6,067,267 |
|
- |
Retained earnings |
|
(18,748,005) |
|
(14,965,030) |
TOTAL EQUITY |
|
8,502,950 |
|
4,716,378 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
Financial liabilities - borrowings |
|
|
|
|
- Interest bearing loans and borrowings |
18 |
247,232 |
|
579,998 |
Deferred taxation |
19 |
40,394 |
|
- |
|
|
287,626 |
|
579,998 |
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
Trade and other payables |
17 |
52,892 |
|
164,262 |
Financial liabilities - borrowings |
|
|
|
|
- Interest bearing loans and borrowings |
18 |
140,969 |
|
287,573 |
|
|
193,861 |
|
451,835 |
|
|
|
|
|
TOTAL LIABILITIES |
|
481,487 |
|
1,031,833 |
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
8,984,437 |
|
5,748,211 |
The financial statements were approved by the Board of Directors and authorised for issue on 19 May 2022 and were signed on its behalf by:
Mark Routh
Director
Prospex Energy Plc
Statement of Changes in Equity
for the year ended 31 December 2021
|
Share capital |
Share premium |
Merger reserve |
Capital redemption reserve |
Fair value reserve |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
£ |
£ |
£ |
|
|
|
|
|
|
|
|
Balance at 1 January 2020 |
6,435,587 |
10,095,358 |
2,416,667 |
43,333 |
- |
(13,260,713) |
5,730,232 |
Changes in equity |
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
(1,806,492) |
(1,806,492) |
Issue of shares |
600,002 |
119,998 |
- |
- |
- |
- |
720,000 |
Costs of shares issued |
- |
(29,537) |
- |
- |
- |
- |
(29,537) |
Lapse of share options |
- |
- |
- |
- |
- |
- |
- |
Equity-settled share-based payments |
- |
- |
- |
- |
- |
102,175 |
102,175 |
Balance at 31 December 2020 |
7,035,589 |
10,185,819 |
2,416,667 |
43,333 |
- |
(14,965,030) |
4,716,378 |
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
2,259,796 |
2,259,796 |
Issue of shares |
88,766 |
1,492,910 |
- |
- |
- |
- |
1,581,676 |
Costs of shares issued |
- |
(54,900) |
- |
- |
- |
- |
(54,900) |
Lapse of share options |
- |
- |
- |
- |
- |
- |
- |
Equity-settled share-based payments |
- |
(24,496) |
- |
- |
- |
24,496 |
- |
Transfer to fair value reserve |
- |
- |
- |
- |
6,067,268 |
(6,067,268) |
- |
Balance at 31 December 2021 |
7,124,355 |
11,599,333 |
2,416,667 |
43,333 |
6,067,268 |
(18,748,006) |
8,502,950 |
Share capital - The nominal value of the issued share capital
Share premium account - Amounts received in excess of the nominal value of the issued share capital less costs associated with the issue of shares
Merger reserve - The difference between the nominal value of the share capital issued by the Company and the fair value of the subsidiary at the date of acquisition
Capital redemption reserve - The amounts transferred following the redemption or purchase of the Company's own shares
Retained earnings - Accumulated comprehensive income for the year and prior periods
Fair value reserve - the cumulative fair value changes of the company's fixed asset investment, net of deferred tax
Prospex Energy Plc
Statement of Cash Flows
for the year ended 31 December 2021
|
|
2021 |
|
2020 |
|
Notes |
£ |
|
£ |
Cash outflow from operations |
1 |
(941,242) |
|
(1,106,861) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Interest paid |
|
(106,722) |
|
(51,664) |
Net cash outflow from investing activities |
|
(106,722) |
|
(51,664) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
New loan notes |
|
- |
|
265,000 |
Bank loan (repayment)/receipt |
|
(7,238) |
|
49,632 |
Loan (payment)/repayments |
|
(56,294) |
|
304,661 |
Share issue |
|
1,165,838 |
|
720,000 |
Costs of shares issued |
|
(54,900) |
|
(29,537) |
Net cash inflow from financing activities |
|
1,047,406 |
|
1,309,756 |
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
|
(558) |
|
151,231 |
|
|
|
|
|
Cash and cash equivalents at beginning of year |
2 |
220,618 |
|
69,387 |
|
|
|
|
|
Cash and cash equivalents at end of year |
2 |
220,060 |
|
220,618 |
Non - Cash Movements
During the year
Prospex Energy Plc
Notes to the Statement of Cash Flows
for the year ended 31 December 2021
1. RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Cash flows from operations |
|
|
|
|
Profit/(loss) before income tax |
|
2,300,190 |
|
(1,806,492) |
(Gain)/loss on revaluation of fixed asset investments |
|
(3,076,415) |
|
377,498 |
Provision against loan to subsidiary undertaking |
|
- |
|
744,317 |
Finance income |
|
(109,618) |
|
(91,362) |
Finance costs |
|
80,771 |
|
50,989 |
Operating loss |
|
(805,072) |
|
(725,050) |
Increase in trade and other receivables |
|
(50,751) |
|
(590,204) |
(Decrease)/increase in trade and other payables |
|
(85,419) |
|
67,968 |
Equity settled share-based payments |
|
- |
|
102,175 |
Issue of loan note to settle liabilities |
|
- |
|
38,250 |
Net cash outflow from operations |
|
(941,242) |
|
(1,106,861) |
2. CASH AND CASH EQUIVALENTS
The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:
Year ended 31 December 2021 |
|
31.12.21 |
|
01.01.21 |
|
|
£ |
|
£ |
Cash and cash equivalents |
|
220,060 |
|
220,618 |
|
|
|
|
|
Year ended 31 December 2020 |
|
31.12.20 |
|
01.01.20 |
|
|
£ |
|
£ |
Cash and cash equivalents |
|
220,618 |
|
69,387 |
Prospex Energy Plc
Notes to the Financial Statements
for the year ended 31 December 2021
1. STATUTORY INFORMATION
Prospex Energy Plc is a public limited company, is registered in England and Wales and is quoted on the AIM Market of the London Stock Exchange Plc. The Company's registered number and registered office address can be found on the Company Information page.
The presentation currency of the financial statements is the Pound Sterling (£).
2. ACCOUNTING POLICIES
Basis of preparation
The Company's financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 as they apply to the financial statements of the Company for the year ended 31 December 2021 and as applied in accordance with the provisions of the Companies Act 2006.
The Company financial statements have been prepared under the historical cost convention or fair value where appropriate.
Preparation of consolidated financial statements
The Company is an investment entity and, as such, does not consolidate the investment entities it controls. The Company's interests in subsidiaries are recognised at fair value through profit and loss.
Going concern
The current economic environment is challenging, and the Company has reported an operating loss for the year of
The Company regularly carries out fund-raising exercises in order that it can provide the necessary working capital and investment funds for the Company. As detailed in note 25, since the year end, the Company has raised
The Directors have prepared detailed financial forecasts and cash flows looking beyond 12 months from the date of the approval of these financial statements. In developing these forecasts, the Directors have made assumptions based upon their view of the current and future economic conditions that are expected to prevail over the forecast period. The Directors estimate that the cash held by the Company together with known receivables will be sufficient to support the current level of activities into the third quarter of 2022. The Company's asset in Spain is fully self-funding and is expected to have sufficient of its own cash resources to fund ongoing operations and development work until the end of 2023. Should the Italian asset be granted a production permit, then funding will need to be obtained to fund the development expenditure required prior to production commencing. The Directors are continuing to explore sources of finance available to the Company and based upon initial discussions with a number of existing and potential investors they have a reasonable expectation that they will be able to secure sufficient cash inflows for the Company to continue its activities for not less than 12 months from the date of approval of these financial statements; they have therefore prepared the financial statements on a going concern basis.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
2. ACCOUNTING POLICIES - continued
Property, plant and equipment
Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.
|
Computer equipment |
- |
25% per annum on reducing balance |
Financial instruments
Financial assets and financial liabilities are recognised on the balance sheet when the Company becomes a party to the contractual provisions of the instrument.
Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The principal financial assets of the Company are loans and receivables, which arise principally through the provision of goods and services to customers (e.g. trade receivables) but also incorporate other types of contractual monetary asset. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as non-current assets.
The Company's loans and receivables are recognised and carried at the lower of their original amount less an allowance for any doubtful amounts. An allowance is made when collection of the full amount is no longer considered possible.
The Company's loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the entity after deducting all of its financial liabilities.
Where the contractual obligations of financial instruments (including share capital) are equivalent to a similar debt instrument, those financial instruments are classed as financial liabilities. Financial liabilities are presented as such in the balance sheet. Finance costs and gains or losses relating to financial liabilities are included in the profit and loss account. Finance costs are calculated so as to produce a constant rate of return on the outstanding liability.
Where the contractual terms of share capital do not have any terms meeting the definition of a financial liability then this is classed as an equity instrument. Dividends and distributions relating to equity instruments are debited direct to equity.
Equity comprises the following:
- Share capital represents the nominal value of equity shares;
- Share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue;
- Profit and loss reserve represents retained deficit;
- The capital redemption reserve arises on redemption of shares in previous years and own share reserve;
- Merger reserve represents the difference between the nominal value of the share capital issued by the Company and the fair value of the subsidiary at the date of acquisition;
- Fair value reserve represents the cumulative fair value changes of the company's fixed asset investment, net of deferred tax.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
2. ACCOUNTING POLICIES - continued
Leases
Leases are recognised as finance leases. The lease liability is initially recognised at the present value of the lease payments which have not yet been made and subsequently measured under the amortised cost method. The initial cost of the right-of-use asset comprises the amount of the initial measurement of the lease liability, lease payments made prior to the lease commencement date, initial direct costs and the estimated costs of removing or dismantling the underlying asset per the conditions of the contract.
Where ownership of the right-of-use asset transfers to the lessee at the end of the lease term, the right-of-use asset is depreciated over the asset's remaining useful life. If ownership of the right-of-use asset does not transfer to the lessee at the end of the lease term, depreciation is charged over the shorter of the useful life of the right-of-use asset and the lease term.
Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is determined using tax rates that have been enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred tax liability is settled. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are only recognised to the extent that it is probable that future taxable profit will be available against which the asset can be utilised.
Cash and cash equivalents
Cash and cash equivalents include cash at bank and in hand and short-term deposits with an original maturity of three months or less.
Trade and other payables
Trade and other payables are initially measured at fair value and subsequently measured at amortised cost using the effective interest rate method.
Foreign currency translation
Items included in the Financial Statements are measured using the currency of the primary economic environment in which the Company operates (the functional currency) which is UK sterling (£). The Financial Statements are accordingly presented in UK Sterling.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or at an average rate for a period if the rates do not fluctuate significantly. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit or Loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Finance income and finance costs
Finance income is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. It is accrued on a time basis by reference to the principal outstanding and at the effective interest rate applicable.
Borrowing costs are recognised as an expense in the period in which they are incurred.
Equity-settled share-based payment
The Company makes equity-settled share-based payments. The fair value of options granted is recognised as an expense, with a corresponding increase in equity. The fair value is measured at grant date and spread over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. The fair value of the options granted is measured based on the Black-Scholes framework, taking into account the terms and conditions upon which the instruments were granted. At each balance sheet date, the Company revises its estimate of the number of options that are expected to become exercisable. It recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.
Government grants
Grants that compensate the Company for expenses incurred are recognised in profit or loss on a systematic basis in the periods in which the expenses are recognised.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
2. ACCOUNTING POLICIES - continued
Accounting standards issued but not yet effective and/or adopted
As at the date of approval of these financial statements, the following standards were in issue but not yet effective. These standards have not been adopted early by the Company as they are not expected to have a material impact on the Company's financial statements.
|
|
Effective date (period beginning on or after) |
IFRS 1 |
Amendments - First-Time Adoption of International Financial Reporting Standards - Subsidiary as a first-time adopter |
01/01/2022 |
IFRS 9 |
Amendment - Financial Instruments - Fees in the '10 per cent' test for derecognition of financial liabilities |
01/01/2022 |
IFRS 16 |
Leases - Lease incentives |
01/01/2022 |
IAS 16 |
Amendments - Property, Plant and Equipment - Proceeds before Intended Use |
01/01/2022 |
IFRS 3 |
Amendments - Reference to the Conceptual Framework |
01/01/2022 |
IAS 37 |
Onerous Contracts - Cost of Fulfilling a Contract |
01/01/2022 |
IFRS 17 |
Insurance contracts |
01/01/2023 |
IFRS 4 |
Amendments - Applying IFRS 9 'Financial Instruments' with IFRS 4 'Insurance Contracts' |
01/01/2023 |
IAS 1 |
Amendment - Correction of Liabilities as Current and Non-Current |
01/01/2023 |
IAS 1, IFRS Practice Statement 2 |
Amendment - Disclosure of accounting policies |
01/01/2023 |
IAS 8 |
Amendment - Definition of Accounting estimates |
01/01/2023 |
IAS 12 |
Amendment - Deferred Taxation related to Assets and Liabilities arising from a Single Transaction |
01/01/2023 |
IFRS 17, IFRS 9 |
Amendment - Comparative Information |
01/01/2023 |
The International Financial Reporting Interpretations Committee has also issued interpretations which the Company does not consider will have a significant impact on the financial statements.
Revenue recognition
Revenue is measured at the fair value of consideration receivable, net of any discounts and VAT. It is recognised to the extent that the transfer of promised services to a customer has been satisfied and the revenue can be reliably measured.
Revenue from the rendering of services to the customer is considered to have been satisfied when the service has been undertaken.
Revenue which is not related to the principal activity of the Company is recognised in the Statement of Profit or Loss as other operating income. Such income includes consultancy fees and rent receivable.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the financial information in conformity with IFRS requires the use of certain critical accounting estimates that affect the reported amounts of assets and liabilities at the date of the financial information and the reported amounts of revenue and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amounts, events or actions, actual results ultimately may differ from these estimates. The estimates and underlying assumptions are as follows:
Investment entities
The judgements, assumptions and estimates involved in the Company's accounting policies that are considered by the Board to be the most important to the portrayal of its financial condition are the fair valuation of the investment and the assessment regarding investment entities. The investment portfolio is held at fair value. The Directors review the valuations policies, process and application to individual investments.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY - continued
Entities that meet the definition of an investment entity within IFRS 10 are required to account for most investments in controlled entities, as well as investments in associates and joint ventures, at fair value through profit and loss. The Board has concluded that the Company continues to meet the definition of an investment entity as its strategic objective of investing in portfolio investments for the purpose of generating returns in the form of investment income and capital appreciation remains unchanged
Fair value is the underlying principle and is defined as "the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date". Fair value is therefore an estimate and, as such, determining fair value requires the use of judgement. The quoted assets in our portfolio are valued at their closing bid price at the balance sheet date. The largest investment in the portfolio, however, is represented by an unquoted investment.
Impairment of assets
The Company's principal investments are in wholly owned unquoted subsidiaries which each have a minority interest in overseas entities with energy assets.
The Company is required to test, on an annual basis, whether its non-current assets have suffered any impairment. Determining whether these assets are impaired requires an estimation of the value in use of the cash-generating units to which the assets have been allocated. The value in use calculation requires the Directors to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate to calculate the present value. Subsequent changes to the cash generating unit allocation or to the timing of cash flows could impact on the carrying value of the respective assets.
The calculation of value-in-use for energy assets under development or in production is most sensitive to the following assumptions:
- Commercial reserves
- production volumes;
- commodity prices;
- fixed and variable operating costs;
- capital expenditure; and
- discount rates.
A potential change in any of the above assumptions may cause the estimated recoverable value to be lower than the carrying value, resulting in an impairment loss. The assumptions which would have the greatest impact on the recoverable amounts of the fields are production volumes and commodity prices
Recoverability of other financial assets
The majority of the Company's financial assets represent loans provided to its subsidiaries, which are associated with funding of mineral exploration and development projects. The recoverability of such loans is dependent upon the discovery of economically recoverable reserves, the ability of the Company to maintain necessary financing to complete the development of the reserves and future profitable production or proceeds from the disposition thereof.
Share based payments
The estimates of share-based payments requires that management selects an appropriate valuation model and make decisions on various inputs into the model including the volatility of its own share price, the probable life of the options before exercise and behavioural consideration of employees.
Deferred tax assets
Deferred taxation is provided for using the liability method. Deferred tax assets are recognised in respect of tax losses where the Directors believe that it is probable that future profits will be relieved by the benefit of tax losses brought forward. The Board considers the likely utilisation of such losses by reviewing budgets and medium-term plans for the Company. The Directors have decided that no deferred tax asset should be recognised at 31 December 2021. If the actual profits earned by the Company differs from the budgets and forecasts used then the value of such deferred tax assets may differ from that shown in these financial statements.
4. REVENUE
Segmental reporting
The Company is an Investing Company. The results for this continuing operation, all of which were carried out in the UK, are disclosed in the Income Statement. The net assets as at 31 December 2021 as shown on the Statement of Financial Position all relate to the Investment activity.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
5. OTHER OPERATING INCOME
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Consultancy fees |
|
29,150 |
|
128,275 |
Government grants |
|
57,454 |
|
118,868 |
|
|
86,604 |
|
247,143 |
6. EMPLOYEES AND DIRECTORS
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Wages and salaries |
|
460,249 |
|
397,150 |
Social security costs |
|
49,550 |
|
42,693 |
Other pension costs |
|
21,395 |
|
22,711 |
Costs of share-based payments |
|
- |
|
102,175 |
|
|
531,194 |
|
564,729 |
The average number of employees during the year was as follows:
|
|
2021 |
|
2020 |
|
|
Number |
|
Number |
Directors |
|
6 |
|
4 |
Staff |
|
4 |
|
4 |
|
|
10 |
|
8 |
Under the Pensions Act 2008, every employer must put certain staff into a pension scheme and contribute to it. The Company auto-enrolled its eligible employees in a defined contribution scheme. The charge to the Statement of Profit or Loss represents the amounts paid to the scheme. At the year end, the amount due to the pension scheme was £nil (2020: £nil).
Details of Directors' remuneration can be found in note 24.
7. NET FINANCE COSTS
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Finance income |
|
|
|
|
Interest receivable on group loan |
|
109,618 |
|
91,362 |
Finance costs |
|
|
|
|
Loan interest payable |
|
70,211 |
|
50,969 |
Bank loan interest |
|
1,375 |
|
- |
Other interest payable |
|
1,333 |
|
- |
Interest on overdue tax |
|
7,852 |
|
20 |
|
|
80,771 |
|
50,989 |
|
|
|
|
|
Net finance income |
|
28,847 |
|
40,373 |
8. PROFIT/LOSS BEFORE INCOME TAX
The profit/loss before income tax is stated after charging:
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Other operating leases |
|
9,744 |
|
93,913 |
Auditors' remuneration |
|
25,000 |
|
24,060 |
Foreign exchange differences |
|
3,743 |
|
287 |
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
9. INCOME TAX
|
2021 |
|
2020 |
|
£ |
|
£ |
Current tax charge |
|
|
|
UK corporation tax on profit for the period at 19% (2020: 19%) |
- |
|
- |
Deferred taxation |
40,394 |
|
- |
Tax charge for the year |
40,394 |
|
- |
Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:
|
2021 |
|
2020 |
|
£ |
|
£ |
Factors affecting the tax charge for the year: |
|
|
|
Profit/(loss) before income tax |
2,300,190 |
|
(1,806,492) |
Profit/loss before income tax multiplied by effective rate of UK corporation tax of 19.00% (2020: 19.00%) |
437,036 |
|
(343,233) |
|
|
|
|
Effects of |
|
|
|
Non-deductible expenses |
(3,366) |
|
19,289 |
Losses used for group relief |
1,792 |
|
30,284 |
Tax losses not utilised |
149,057 |
|
80,515 |
Unrealised chargeable losses |
(584,519) |
|
213,145 |
Deferred taxation |
40,394 |
|
- |
|
(396,642) |
|
343,233 |
Current tax charge |
40,394 |
|
- |
There is no provision for UK Corporation Tax due to adjusted losses for tax purposes, subject to agreement with HM Revenue and Customs. The deferred tax asset, measured at the standard rate of 25%, of approximately
The main UK corporation tax rate is to change from 19% to 25% with effect from 1 April 2023. The deferred tax liability arising on the revaluation of the Company's fixed asset investments has been calculated using 25%, reduced by the availability of tax losses brought forward.
10. EARNINGS/LOSS PER SHARE
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Profit/(loss) for the financial period |
|
2,259,796 |
|
(1,806,492) |
|
|
|
|
|
Weighted average number of shares for basic EPS |
|
140,431,111 |
|
85,855,239 |
Potentially dilutive share options and warrants |
|
200,265 |
|
- |
Weighted average number of Ordinary Shares for diluted EP |
|
140,631,376 |
|
85,855,239 |
|
|
|
|
|
Basic earnings/(loss) per share |
|
1.61p |
|
(2.10)p |
Diluted earnings/(loss) per share |
|
1.61p |
|
(2.10)p |
The exercisable share options and warrants are deemed to be dilutive in nature where their exercise price is less than the average share price for the period.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
11. PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
Computer equipment |
|
|
|
|
£ |
COST |
|
|
|
|
At 1 January 2020 and 2021 and 31 December 2021 |
|
|
|
1,699 |
|
|
|
|
|
DEPRECIATION |
|
|
|
|
At 1 January 2020 and 2021 and 31 December 2021 |
|
|
|
1,699 |
|
|
|
|
|
NET BOOK VALUE |
|
|
|
|
At 31 December 2021 |
|
|
|
- |
|
|
|
|
|
At 31 December 2020 |
|
|
|
- |
12. INVESTMENTS
|
Shares in group undertakings |
|
Unlisted investments |
|
Total |
|
£ |
|
£ |
|
£ |
COST OR VALUATION |
|
|
|
|
|
At 1 January 2020 |
3,948,388 |
|
50,000 |
|
3,998,388 |
Revaluations |
(377,498) |
|
- |
|
(377,498) |
At 31 December 2020 |
3,570,890 |
|
50,000 |
|
3,620,890 |
Revaluations |
3,076,415 |
|
- |
|
3,076,415 |
At 31 December 2021 |
6,647,305 |
|
50,000 |
|
6,697,305 |
Shares in group undertakings represent investments in PXOG Marshall Limited of
The Company's investments at the Statement of Financial Position date in the share capital of companies include the following:
PXOG Massey Limited |
|
|
|
|
|
|
|
Registered office: Stonebridge House, Chelmsford Road, Hatfield Heath, Essex CM22 7BD |
|
|
|||||
Nature of business: Investment entity |
% holding |
|
|
|
|
|
|
Class of shares: |
|
|
|
|
|
|
|
Ordinary shares |
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
|
|
£ |
|
£ |
|
|
Aggregate capital and reserves |
|
|
732,218 |
|
722,784 |
|
|
Profit for the year |
|
|
9,434 |
|
926,489 |
|
|
The investment in PXOG Massey Limited is held at £nil, based on the SPA agreement which is pending completion of sale to H2Oil Limited. In August 2020, Prospex signed a sale and purchase agreement ('SPA') with H2Oil Limited ('H2Oil') regarding the sale of the entire issued share capital of PXOG Massey Limited ('Massey'). Under the terms of the SPA, the Company will receive up to
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
12. INVESTMENTS - continued
PXOG Marshall Limited |
|
|
|
|
|
Registered office: 60 Gracechurch Street, London EC3V 0HR |
|
|
|
|
|
Nature of business: Investment entity |
% holding |
|
|
|
|
Class of shares: |
|
|
|
|
|
Ordinary shares |
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
Aggregate capital and reserves |
|
|
6,647,205 |
|
2,570,790 |
Profit/(loss) for the year |
|
|
3,076,415 |
|
(377,498) |
The underlying value of PXOG Marshall Limited is based on the underlying value of the Podere Gallina permit, Po Valley, Italy, of which it owned 17% at the year end. Consistent with prior years, a discounted cash flow ("DCF") model was produced at the year end, based on proved and probable (2P) reserves supported by a Competent Person Report (CPR) produced in April 2019. The DCF model has been updated to reflect forward gas prices as at 31 December 2021 using the Dutch TTF Gas Futures contracts for 2023 and subsequent production years, reduced for price volatility. The DCF cashflows were discounted at 10% p.a. In addition, consistent with the prior year, a risked valuation of 2C contingent resources in the Selva North and South fields in the 2019 CPR has been updated and included. |
|||||
PXOG Muirhill Limited |
|
|
|
|
|
Registered office: 60 Gracechurch Street, London EC3V 0HR |
|
|
|
|
|
Nature of business: Investment entity |
% holding |
|
|
|
|
Class of shares: |
|
|
|
|
|
Ordinary shares |
100.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
2020 |
|
|
|
£ |
|
£ |
Aggregate capital and reserves |
|
|
(19,984) |
|
30,237 |
(Loss)/profit for the year |
|
|
(50,221) |
|
47,988 |
PXOG Muirhill Limited holds its interests in the Tesorillo and El Romeral projects through its holdings of A and B shares respectively in Tarba Energia S.L. Consistent with the prior year, these investments are being held at the cost of investment in Prospex Energy Limited and in PXOG Muirhill Limited.
All of the subsidiaries are incorporated in the UK and registered in England & Wales.
Investments are recognised and de-recognised on the date when their purchase or sale is subject to a relevant contract and the associated risks and rewards have been transferred. The Company manages its investments with a view to profiting from the receipt of investment income and capital appreciation from changes in the fair value of investments.
All investments are initially recognised at the fair value of the consideration given and are subsequently measured at fair value through profit and loss.
Unquoted investments, including both equity and loans are designated at fair value through profit and loss and are subsequently carried in the statement of financial position at fair value. Fair value is determined in line with the fair value guidelines under IFRS.
In accordance with IFRS 10, the proportion of the investment portfolio held by the Company's unconsolidated subsidiaries is presented as part of the fair value of investment entity subsidiaries, along with the fair value of their other assets and liabilities.
The holding period of the Company's investment portfolio is on average greater than one year. For this reason, the portfolio is classified as non-current. It is not possible to identify with certainty investments that will be sold within one year.
Investments in investment entity subsidiaries are accounted for as financial instruments at fair value through profit and loss and are not consolidated in accordance with IFRS10.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
12. INVESTMENTS - continued
These entities hold the Company's interests in investments in portfolio companies. The fair value can increase or reduce from either cash flows to/from the investment entities or valuation movements in line with the Company's valuation policy.
The fair value of these entities is their net asset values.
The Directors determine that in the ordinary course of business, the net asset values of an investment entity subsidiary are considered to be the most appropriate to determine fair value. At each reporting period, they consider whether any additional fair value adjustments need to be made to the net asset values of the investment entity subsidiaries. These adjustments may be required to reflect market participants' considerations about fair value that may include, but are not limited to, liquidity and the portfolio effect of holding multiple investments within the investment entity subsidiary.
13. LOANS AND OTHER FINANCIAL ASSETS
|
|
|
|
|
Loans to group undertakings |
|
|
|
|
|
|
£ |
|
At 1 January 2020 |
|
|
|
|
1,048,978 |
|
Repayment |
|
|
|
|
(304,661) |
|
Other movement |
|
|
|
|
(744,317) |
|
At 31 December 2020 and 2021 |
|
|
|
|
- |
14. TRADE AND OTHER RECEIVABLES
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Current: |
|
|
|
|
Trade debtors |
|
22,470 |
|
6,425 |
Amounts owed by group undertakings |
|
803,609 |
|
773,345 |
Other debtors |
|
1,883 |
|
113,448 |
Rent deposit |
|
- |
|
10,736 |
VAT |
|
6,988 |
|
11,787 |
Prepayments and accrued income |
|
6,552 |
|
1,317 |
|
|
841,502 |
|
917,058 |
Non-current: |
|
|
|
|
Amounts owed by group undertakings |
|
1,225,570 |
|
989,645 |
|
|
|
|
|
Aggregate amounts |
|
2,067,072 |
|
1,906,703 |
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
In 2018 the Company provided an interest-free loan to PXOG Marshall Limited, a wholly owned subsidiary. The fair value of the financial element of the loan has been calculated by discounting the future cash flow of the loan,
15. CASH AND CASH EQUIVALENTS
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Bank accounts |
|
220,060 |
|
220,618 |
The Directors consider that the carrying amount of cash and cash equivalents approximates to their fair value. All of the Company's cash and cash equivalents are at floating rates of interest.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
16. CALLED UP SHARE CAPITAL
|
2021 |
|
2020 |
|
2021 |
|
2020 |
|
Number |
|
Number |
|
£ |
|
£ |
Allotted, called up and fully paid |
|
|
|
|
|
|
|
Ordinary shares of 0.1p each - new |
177,310,283 |
|
88,543,800 |
|
177,310 |
|
88,544 |
Deferred shares of 0.1p each |
942,462,000 |
|
942,462,000 |
|
942,462 |
|
942,462 |
Deferred shares of |
54,477 |
|
54,477 |
|
1,307,459 |
|
1,307,459 |
Deferred shares of 0.9p each |
285,785,836 |
|
285,785,836 |
|
2,572,073 |
|
2,572,073 |
Deferred shares of |
442,719 |
|
442,719 |
|
2,125,051 |
|
2,125,051 |
|
|
|
|
|
7,124,355 |
|
7,035,589 |
Share issues
In March 2021, the Company raised
In July 2021,
In August 2021, 11,644,817 new ordinary shares of
In September 2021, 5,498,597 new ordinary shares of
In September 2021, 1,338,282 new ordinary shares of
In September 2021,
In December 2021,
Deferred shares rights
The deferred shares have no rights to vote, attend or speak at general meetings of the Company or to receive any dividend or other distribution and have limited rights to participate in any return of capital on a winding-up or liquidation of the Company.
17. TRADE AND OTHER PAYABLES
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Current: |
|
|
|
|
Trade creditors |
|
8,423 |
|
25,420 |
Social security and other taxes |
|
19,469 |
|
87,891 |
Accruals and deferred income |
|
25,000 |
|
50,951 |
|
|
52,892 |
|
164,262 |
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
18. FINANCIAL LIABILITIES - BORROWINGS
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Current: |
|
|
|
|
Bank loan |
|
9,616 |
|
5,473 |
Unsecured loan notes |
|
131,353 |
|
282,100 |
|
|
140,969 |
|
287,573 |
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Non-current: |
|
|
|
|
Bank loan |
|
32,778 |
|
44,159 |
Unsecured loan notes |
|
214,454 |
|
535,839 |
|
|
247,232 |
|
579,998 |
Terms and debt repayment schedule:
|
1 year or less |
|
1-2 years |
|
2-5 years |
|
More than 5 years |
|
Total |
2021 |
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Bank loan |
9,616 |
|
9,859 |
|
22,919 |
|
- |
|
42,394 |
Unsecured loan notes |
131,353 |
|
214,454 |
|
- |
|
- |
|
345,807 |
|
140,969 |
|
224,313 |
|
22,919 |
|
- |
|
388,201 |
|
1 year or less |
|
1-2 years |
|
2-5 years |
|
More than 5 years |
|
Total |
2020 |
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Bank loan |
5,473 |
|
9,576 |
|
30,206 |
|
4,377 |
|
49,632 |
Unsecured loan notes |
282,100 |
|
535,839 |
|
- |
|
- |
|
817,939 |
|
287,573 |
|
545,415 |
|
30,206 |
|
4,377 |
|
867,571 |
Bank loan
In May 2020, the Company borrowed
Loan notes
|
Loan notes |
|
|
||||
|
2018 |
|
2020 |
|
2021 |
|
Total |
|
£ |
|
£ |
|
£ |
|
£ |
At 1 January 2020 |
514,689 |
|
- |
|
- |
|
514,689 |
Issued in year |
- |
|
265,000 |
|
- |
|
265,000 |
Issued in lieu of wages and salaries |
- |
|
38,250 |
|
- |
|
38,250 |
Transferred to new loan note |
(112,588) |
|
112,588 |
|
- |
|
- |
At 31 December 2020 |
402,101 |
|
415,838 |
|
- |
|
817,939 |
Transferred to new loan note |
(321,681) |
|
- |
|
321,681 |
|
- |
Converted into shares |
- |
|
(415,838) |
|
- |
|
(415,838) |
Repaid in year |
(56,294) |
|
- |
|
- |
|
(56,294) |
At 31 December 2021 |
24,126 |
|
- |
|
321,681 |
|
345,807 |
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
18. FINANCIAL LIABILITIES - BORROWINGS - continued
2018 Loan note
The 2018 Notes pay 10% interest biannually. Repayments of capital started in December 2020 with final repayment due on 30 June 2022 (four equal payments). See below for details of capital rolled into 2020 Loan note.
2020 Loan note
The 2020 Notes pay 10% interest per annum. The term of the 2020 Notes is 18 months with capital repayment of unconverted amounts due on 30 June 2022. The 2020 Notes granted the subscribers the right but not the obligation to convert the loan, on notice, into new ordinary shares in the Company each at
During 2021, the loan note subscribers converted their loans of
2021 Loan note
In June 2021, holders of
Under the terms of 2018 Loan Note, holders were entitled to the outstanding capital returned in equal instalments in June 2021, December 2021 and June 2022. The terms of the 2021 Loan Note reflect those of the 2018 Loan Note except all the repayment dates have effectively been extended by 18 months to December 2022, June 2023 and December 2023, while the annualised interest rate is now 12% versus 10%. The 2021 Loan Note will pay 6% interest every six months, with the first payment due on 31 December 2021.
19 DEFERRED TAXATION
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
At 1 January 2021 |
|
- |
|
- |
On revaluation of investments |
|
40,394 |
|
- |
At 31 December 2021 |
|
40,394 |
|
- |
20. FINANCIAL INSTRUMENTS
The principal financial instruments used by the Company, from which financial instrument risk arises are as follows:
- Trade and other receivables
- Cash and cash equivalents
- Trade and other payables
A summary of the financial instruments held by category is provided below:
|
2021 |
|
2020 |
Financial assets measured at amortised costs: |
£ |
|
£ |
Trade and other receivables |
37,893 |
|
143,713 |
Cash and cash equivalents |
220,060 |
|
220,618 |
Amounts owing from group undertakings |
2,029,179 |
|
1,762,990 |
|
2,287,132 |
|
2,127,321 |
|
|
|
|
|
2021 |
|
2020 |
Financial liabilities measured at amortised costs: |
£ |
|
£ |
Bank loans |
42,394 |
|
49,632 |
Unsecured loan notes |
345,807 |
|
817,939 |
Trade and other payables |
52,892 |
|
164,262 |
Total financial liabilities |
441,093 |
|
1,031,833 |
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
20. FINANCIAL INSTRUMENTS - continued
Financial assets at fair value through profit or loss
Financial instruments that are measured at fair value are classified using a fair value hierarchy that reflects the source of inputs used in deriving the fair value. The three classification levels are:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
- Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable market inputs).
The following table presents the Company's assets carried at fair value by valuation method:
Financial assets at fair value through profit or loss: |
|
|
|
|
|
|
Fair value measurement |
||||
|
Level 1 |
|
Level 2 |
|
Level 3 |
|
£ |
|
£ |
|
£ |
At 31 December 2021 |
- |
|
- |
|
6,697,305 |
|
|
|
|
|
|
At 31 December 2020 |
- |
|
- |
|
3,620,890 |
The financial assets at fair value through profit and loss are the Company's holdings in subsidiary undertakings and one unquoted security and within Level 3 of the fair value hierarchy.
The fair value is determined to be equal to the cost of the investment and is reviewed periodically based on information available about the performance of the underlying business. Where cost is deemed to be inappropriate, the following table shows the valuation technique used in measuring Level 3 fair values for financial instruments measured at fair value in the statement of financial position, as well as the significant unobservable inputs used. The only method used is that of NPV.
Valuation technique |
Significant unobservable inputs |
Inter-relationship between significant unobservable inputs and fair value measurement |
NPV - The valuation model considers the present value of expected receipts, discounted using a risk-adjusted discount rate. The expected receipt is determined by considering the possible scenarios of forecast revenue and gas prices, the amount to be received under each scenario and the probability of each scenario. |
Forecast annual revenue growth rate Forecast gas prices Risk-adjusted discount rate |
The estimated fair value would increase (decrease) if: - the annual revenue growth rate were higher (lower); - the gas prices were higher (lower); or - the risk-adjusted discount rate were lower (higher). Generally, a change in the any of the above variables would be accompanied by a directionally similar change in revenue receipts and a consequential change in the valuation of the investment |
Financial risk management
The Company's activities expose it to a variety of risks including market risk (foreign currency risk and interest rate risk), credit risk and liquidity risk. The Company manages these risks through an effective risk management programme and through this programme, the Board seeks to minimise potential adverse effects on the Company's financial performance.
The Board provides written objectives, policies and procedures with regards to managing currency and interest risk exposures, liquidity and credit risk including guidance on the use of certain derivative and non-derivative financial instruments.
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
20. FINANCIAL INSTRUMENTS - continued
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its receivables and its cash deposits. It is Company policy to assess the credit risk of new customers before entering contracts. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
Liquidity risk and interest rate risk
Liquidity risk arises from the Company's management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due. The Board regularly receives cash flow projections for a minimum period of 12 months, together with information regarding cash balances monthly.
The Company is principally funded by equity and invests in short-term deposits, having access to these funds at short notice. The Company's policy throughout the period has been to minimise interest rate risk by placing funds in risk free cash deposits but also to maximise the return on funds placed on deposit.
All cash deposits attract a floating rate of interest. The benchmark rate for determining interest receivable and floating rate assets is linked to the UK base rate.
Foreign currency exposure
At 31 December 2021, the Company's monetary assets and liabilities are denominated in GBP Sterling, the functional currency of the Company, other than
Although the Company has a Euro bank account it has no formal policies in place to hedge the Company's activities to the exposure to currency risk. It is the Company's policy to ensure that it enters into transactions its functional currency wherever possible.
Management regularly monitor the currency profile and obtain informal advice to ensure that the cash balances are held in currencies which minimise the impact on the results and position of the Company from foreign exchange movements.
21. RELATED PARTY DISCLOSURES
Included in loans to group undertakings is an amount of
Included in trade and other receivables is an amount of
Included in trade and other receivables is an amount of
Included with trade and other receivables is an amount of
During the year, there were consultancy fees of £Nil (2020:
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
21. RELATED PARTY DISCLOSURES
Included in trade and other payables are the following balances due to Directors as at 31 December 2021.
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Edward Dawson - resigned 27/07/2021 |
|
- |
|
9,184 |
At the balance sheet date, the Directors had the following interests in the unsecured loan notes (note 18):
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Richard Mays |
|
13,403 |
|
53,613 |
William Smith |
|
40,210 |
|
67,113 |
James Smith - resigned 27/07/2021 |
|
- |
|
41,807 |
22. ULTIMATE CONTROLLING PARTY
In the opinion of the Directors, there is no ultimate controlling party.
23. SHARE-BASED PAYMENT TRANSACTIONS
Share options
At 31 December 2020 and 31 December 2021 outstanding awards to subscribe for ordinary shares of 0.1p each in the Company, granted in accordance with the rules of the share option scheme, were as follows:
|
|
Number of shares |
|
Weighted average remaining contractual life (years) |
|
Weighted average exercise price (pence) |
2021 |
|
|
|
|
|
|
Brought forward |
|
5,820,544 |
|
2.46 |
|
6.27 |
Carried forward |
|
5,820,544 |
|
1.46 |
|
6.27 |
|
|
Number of shares |
|
Weighted average remaining contractual life (years) |
|
Weighted average exercise price (pence) |
2020 |
|
|
|
|
|
|
Brought forward |
|
2,964,530 |
|
1.04 |
|
17.11 |
Granted during the year |
|
5,705,060 |
|
|
|
4.00 |
Lapsed during the year |
|
(2,849,046) |
|
|
|
(13.00) |
Carried forward |
|
5,820,544 |
|
2.46 |
|
6.27 |
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
23. SHARE-BASED PAYMENT TRANSACTIONS - continued
All options were exercisable at the year end. No options were exercised during the year.
The following share-based payment arrangements were in existence at the year-end.
|
Options |
|
Number |
Expiry date |
Exercise price |
Fair value at grant date |
1 |
Granted 30 April 2012 |
|
1,600 |
30/04/2022 |
3,125.00p |
1,183.40p |
2 |
Granted 16 April 2015 |
|
113,884 |
15/04/2025 |
76.25p |
1.94p |
3 |
Granted 1 June 2021 |
|
5,705,060 |
01/06/2023 |
4.00p |
1.79p |
The fair value of remaining share options has been calculated using the Black Scholes model. The assumptions used in the calculation of the fair value of the share options outstanding during the year are as follows:
|
Options |
Grant date share price |
Exercise price |
Expected volatility |
Expected option life (years) |
Risk-free interest rate |
1 |
Granted 30 April 2012 |
4,375.00p |
3,125.00p |
32.00% |
3.50 |
0.24%-0.43% |
2 |
Granted 16 April 2015 |
100.00p |
76.25p |
71.50% |
3.00 |
0.71% |
3 |
Granted 1 June 2021 |
2.75p |
4.00p |
163.60% |
3.00 |
0.64% |
The fair value has been calculated assuming that there will be no dividend yield.
Volatility was determined by reference to the standard deviation of expected share price returns based on a statistical analysis of daily share prices over a 3-year period to grant date. All of the above options are equity settled.
All of the share options are equity settled and the charge for the year is £nil (2020:
Warrants
At 31 December 2020 and 31 December 2021, outstanding warrants to subscribe for ordinary shares of 0.1p each in the Company, granted in accordance with the warrant instruments issued by Prospex, were as follows:
|
|
Number of shares |
|
Weighted average remaining contractual life (years) |
|
Weighted average exercise price (pence) |
2021 |
|
|
|
|
|
|
Brought forward |
|
18,806,694 |
|
1.97 |
|
2.38 |
Granted during the year |
|
26,920,000 |
|
2.00 |
|
2.95 |
Exercised in the year |
|
(18,481,694) |
|
|
|
2.25 |
Carried forward |
|
27,245,000 |
|
1.22 |
|
3.03 |
|
|
Number of shares |
|
Weighted average remaining contractual life (years) |
|
Weighted average exercise price (pence) |
2020 |
|
|
|
|
|
|
Brought forward |
|
1,381,000 |
|
1.12 |
|
13.82 |
Granted during the year |
|
18,481,694 |
|
2.00 |
|
2.25 |
Lapsed during the year |
|
(1,056,000) |
|
|
|
(15.00) |
Carried forward |
|
18,806,694 |
|
1.97 |
|
2.38 |
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
23. SHARE-BASED PAYMENT TRANSACTIONS - continued
Warrants - continued
All warrants were exercisable at the year end.
The following warrants were in existence at the year end.
|
Warrants |
|
Number |
Expiry date |
Exercise price |
Fair value at grant date |
1 |
Granted 18 March 2019 |
|
325,000 |
18/03/2022 |
10.00p |
1.63p |
2 |
Granted 23 March 2021 |
|
1,920,000 |
23/03/2023 |
2.25p |
1.28p |
3 |
Granted 23 March 2021 |
|
25,000,000 |
23/03/2023 |
3.00p |
N/A |
The fair value of the remaining warrants has been calculated using the Black-Scholes model. The assumptions used in the calculation of the fair value of the share options outstanding during the year are as follows:
|
Warrants |
Grant date share price |
Exercise price |
Expected volatility |
Expected option life (years) |
Risk-free interest rate |
1 |
Granted 18 March 2019 |
4.70p |
10.00p |
106.70% |
3.00 |
0.48% |
2 |
Granted 23 March 2021 |
1.65p |
2.25p |
320.00% |
2.00 |
0.24% |
3 |
Granted 23 March 2021 |
1.65p |
3.00p |
N/A |
2.00 |
N/A |
The fair value has been calculated assuming that there will be no dividend yield.
Volatility was determined by reference to the standard deviation of expected share price returns based on a statistical analysis of daily share prices over a 3-year period to grant date. All of the above options are equity settled.
The 25m warrants granted on 23 March 2021 fall outside the scope of IFRS and as such no charge is made. All of the share warrants are equity settled and the charge for the year is
24. DIRECTORS' EMOLUMENTS
Key management personnel are those persons having authority and responsibility for planning, directing and controlling activities of the Company, including all directors of the Company.
|
|
2021 |
|
2020 |
|
|
£ |
|
£ |
Salaries and other short-term employee benefits |
|
192,072 |
|
182,700 |
Post-employment benefits |
|
11,267 |
|
16,900 |
Share-based payment |
|
- |
|
67,222 |
|
|
203,339 |
|
266,822 |
Prospex Energy Plc
Notes to the Financial Statements - continued
for the year ended 31 December 2021
24. DIRECTORS' EMOLUMENTS - continued
|
Salaries and fees |
Benefits in kind |
Pension contributions |
2021 |
2020 |
|
£ |
£ |
£ |
£ |
£ |
Mark Routh - appointed 27/07/2021 |
71,923 |
- |
- |
71,923 |
- |
Edward Dawson - resigned 27/07/2021 |
75,834 |
2,450 |
11,267 |
89,551 |
174,762 |
Richard Mays |
15,000 |
- |
- |
15,000 |
29,520 |
William Smith |
13,500 |
- |
- |
13,500 |
32,520 |
Alasdair Buchanan - appointed 27/08/2021 |
4,615 |
- |
- |
4,615 |
- |
James Smith - resigned 27/07/2021 |
8,750 |
- |
- |
8,750 |
30,020 |
|
189,622 |
2,450 |
11,267 |
203,339 |
266,822 |
The number of directors for whom retirement benefits are accruing under money purchase pension schemes amounted to 1 (2020: 1).
The Directors interests in share options as at 31 December 2021 are as follows:
Director |
Number of shares |
Exercise price |
Date of grant |
First date of exercise |
Final date of exercise |
Richard Mays |
21,669 |
76.25p |
14/04/2015 |
14/04/2015 |
14/04/2025 |
Richard Mays |
810,719 |
4.00p |
01/06/2021 |
01/06/2021 |
01/06/2023 |
|
832,388 |
|
|
|
|
William Smith |
21,669 |
76.25p |
14/04/2015 |
14/04/2015 |
14/04/2025 |
William Smith |
810,719 |
4.00p |
01/06/2021 |
01/06/2021 |
01/06/2023 |
|
832,388 |
|
|
|
|
The options awarded to Richard Mays are held in the name of Sallork Limited, a company he owns and controls.
During the year, R Mays, W Smith and J Smith exercised their share warrants and subscribed for 595,705, 1,195,705 and 964,519 ordinary shares respectively at a price of 2.25p per share. As a consequence, there are no outstanding share warrants for Directors at 31 December 2021 (2020 - 2,755,929).
25. EVENTS AFTER THE REPORTING PERIOD
In February 2022, the Company raised
The net proceeds of the placing have been used to complete the acquisition of a further 20% of the Podere Gallina licence which contains the Selva Gas Field in the Po Valley region of Italy, in April 2022 and for working capital purposes. The acquisition, through its wholly-owned subsidiary PXOG Marshall Limited, took the holding from 17% to 37%. The total consideration amounted to
In March 2022, the Company granted 6,700,000 share options in the Company to directors and other staff. The options were awarded at 5p per share, vest immediately and are exercisable for a period of three years. The options issued to the directors were:
Mark Routh |
|
|
|
|
|
2,100,000 |
William Smith |
|
|
|
|
|
900,000 |
Alasdair Buchanan |
|
|
|
|
|
900,000 |
Richard Mays |
|
|
|
|
|
900,000 |
|
|
|
|
|
|
4,800,000 |
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