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D1 Oils Plc (NEOS)

  Print      Mail a friend       Annual reports

Thursday 29 September, 2005

D1 Oils Plc

Interim Results

D1 Oils Plc
29 September 2005



                                  D1 Oils Plc
                                Interim Results

D1 Oils plc, the UK-based global producer of biodiesel from renewable energy
crops, announces its interim results for the six month period from 1st January
2005 to 30th June 2005.

Highlights

   •Agronomy programme underway to secure consistent, high yields of jatropha
    oil with support of expert plant breeders and tissue culture specialists

   •Increased jatropha planting target of 267,000 ha by end of 2006 remains
    on track

   •Bank loan financing arranged for jatropha planting by Indian farmers
    increases threefold to approximately £45m

   •Successful testing of refinery technology on alternative feedstocks opens
    up new opportunities for deployment of D1 20

   •Commenced large scale D1 200 refinery programme

   •Strengthened management team


Philip Wood, Chief Executive Officer:

'Alternative energy sources are a global imperative. Our business addresses the
growing worldwide demand for cleaner, low carbon fuel. Our primary feedstock is
jatropha curcas, a hardy bush which does not require arable land. Jatropha seeds
are crushed to produce vegetable oil for refining into biodiesel. We are
building a global supply chain to harvest jatropha oil from D1 plantations
across the developing world and to refine jatropha and other third party
vegetable oil feedstocks into biodiesel using our proprietary technology.'

Enquiries:

D1 Oils plc   Philip Wood, CEO                                   020 7321 3885
              Elliott Mannis, CFO                                020 7321 3885
              Graham Prince, Head of Corporate Communications    020 7321 3892
                                                                 07973 323840

Brunswick     Gill Ackers                                        020 7404 5959
              Helen Barnes                                       020 7404 5959


Notes to editors

D1 Oils plc is the owner of technical, marketing, logistical and other
intellectual property related to the establishment, development and harvesting
of jatropha plantations, the extraction of oil from the harvested seed and the
production of biodiesel and other valuable by-products from jatropha and other
vegetable oils.



Chairman's Report

I am pleased to announce our results for the six months ended 30 June 2005 and
to be able to report on the progress the Company is making in establishing
itself as a leading global producer of biodiesel and biodiesel feedstock.

Having raised an additional £24.4 million net in funding in June, we are now
able to deliver our expanded jatropha planting program, and to advance
development and deployment of our proprietary refinery technology. The
flexibility of our technology is enabling us to diversify our feedstock and
produce biodiesel ahead of the first jatropha harvests.

Our financial position reflects the fact that we are building our business and
investing for future growth. In the six months ended 30 June 2005, the company
made a loss on ordinary activities before taxation of £3.1m, which represents a
loss per ordinary share of 14.25p. The net cash balance at the end of the period
was £26.4m. This excludes £3.5m loaned by the Company to the Employee Share
Trust, which was substantially repaid in July.

Significant progress has been achieved in the business over the last 12 months,
and I am delighted that its evolution has been matched by the strengthening in
breadth and depth of our management team. The Company is developing from a young
business driven primarily by entrepreneurial and individual decision making, to
a more established, team-focused organization.

We are delighted that Elliott Mannis chose to join us as Chief Financial
Officer. Steve Douty has been promoted to the Board as Regional Director, in
recognition of his major contribution to the development of our global business
model. Ian Stokes has recently joined as Business Development Director, and it
is expected that he will join the Board by the end of the year. Chris Chatterton
and Demetri Pappadopoulos have been appointed to head our operations in South
East Asia and Africa respectively.

Mark Quinn, a colleague, close friend and founder director of D1, is retiring
from the Board. Mark has made a major contribution to establishing the D1
business. The Board is very grateful to him for his efforts, and we wish him
well for the future.

The Board has appointed Dr Clive Morton to the position of Deputy Chairman and
Senior Independent Director. At the same time, Clive takes responsibility for
the Nominations Committee, and hands over Chairmanship of the Audit Committee to
Alex Worrall. Barclay Forrest remains Chair of the Remuneration Committee. My
confidence in the enlarged team's ability to run the business is measured by my
decision to move from Executive to Non Executive Chairman with immediate effect.

We remain confident in the prospects for the business. Our strategy continues to
be supported by national policy initiatives to reduce pollution and transport
emissions, and by growing international awareness, demonstrated at the recent G8
Summit, of the need to promote sustainable development in the world's poorer
countries. These trends are strengthened by the increasing demand for oil and
oil related products, and by the recognition of the need to diversify fuel
supplies in a tightening oil market. We are well positioned to meet the demand
for biodiesel emerging in the global energy economy.

A detailed business review is contained in the Chief Executive's report which
follows.




Chief Executive's Report

Planting Strategy

During the period we increased our planting target for jatropha to the end of
the 2006 planting season from 37,500 hectares to 267,000 hectares. We expect the
bulk of our planting to take place next year. We are pioneers in the planting of
jatropha on a commercial scale, and we operate in the often challenging
environmental and business conditions common in developing countries. Where such
challenges have arisen we have addressed them promptly. We have put in place a
solid foundation on which to scale up planting in order to achieve our increased
target.

Agronomy strategy

Jatropha is an under developed crop and initial yields from plantations with
indigenous wild seeds may be modest. However, the application of advanced
agronomy techniques offers the potential for consistent and significantly higher
yields. We are already at the forefront of this research and we have collected
high yielding varieties from around the world which are being tested at our
Product Development Centre in Coimbatore, India. We are now undertaking a major
agronomy programme, working with leading international plant breeders and tissue
culture specialists. The objective is to develop further our own high yielding
plant varieties and produce quality planting seeds in volumes sufficient to meet
the demand of significantly accelerated planting targets over the coming years.

Refining strategy

Our D1 20 development refinery, currently located in the North West of England,
completed 24x7 trials to produce biodiesel meeting the EU's EN 14214 standard
from rapeseed oil. We have now successfully completed trials of RBD palm olein,
and we expect to have tested a number of other oils by the end of the year.
These trials demonstrate the flexibility of our proprietary refining technology
to deal with a range of potential feedstocks. We have a significant opportunity
to leverage this capability to build our refining operations more quickly ahead
of the availability of jatropha in scale, and to produce biodiesel blends that
optimise output characteristics for different markets. We plan to transfer the
D1 20 test refinery to new premises on Teesside around the turn of the year.
This will bring together our refinery research, testing and assembly operations,
and become a showcase for potential partners. Our North East operational staff
will also be based there.

During the period we raised the number of D1 20s we aim to build by the end of
2006 to nine. We now expect that four of these will be deployed progressively
during the first half of 2006, and will be fully commissioned shortly thereafter
to produce biodiesel. Manufacture of these units has commenced. Given the
significant opportunities emerging for the large scale refining of a range of
feedstocks, we are accelerating our development programme for the D1 200, which
will provide an approximately tenfold increase in capacity over the D1 20.

We have completed a pilot toll processing programme in Belgium with Dow
Haltermann, a Dow business unit, whereby EN 14214 biodiesel was produced from
rapeseed oil and sold to customers in Germany. This is an important first step
in developing our supply capability to the continental European market. It has
enabled us to build experience in logistics and quality control, which will
support the eventual supply of jatropha-based biodiesel to this market.

Carbon Credits

D1 refineries operating in developing countries should qualify for credits by
enabling fuel switching from fossil fuel to biodiesel. In addition our jatropha
agroforestry and planting programmes have the potential to produce carbon
credits through the CO2 absorbed by the Jatropha trees. We are working with
leading technical advisers to ensure that these credits are secured.

Global Operations

Business in India is moving ahead strongly, particularly in agronomy research
and jatropha planting. South East Asia continues to show significant potential
for jatropha planting and refining of alternative feedstocks. Encouraging
developments in Southern Africa have more than offset slower progress in the
Middle East and North Africa. Despite initial delays, China remains a key part
of our long term strategy.

India

We have a number of relationships, of which the most significant is the large
scale contract farming programme undertaken through our joint venture, D1 Mohan
Bio Oils. This comprises the largest component of our increased two year global
planting target. After a slow start, planting is progressing rapidly. In
addition to the previously announced £15 million in financing from the State
Bank of India, D1 Mohan has arranged loan finance from Indian Bank for farmers
in Tamil Nadu, Andhra Pradesh and Chhattishgarh for an initial 100,000 hectares
of planting. This increases threefold to approximately £45m the total bank
funding available for Indian farmers contracted with D1 Mohan.

South East Asia

Government initiatives to introduce biodiesel blends for transport are underway
in Indonesia, Malaysia, the Philippines and Thailand. The region has significant
resources of palm and coconut crops that can produce vegetable oil for biodiesel
refining, and conditions in many areas are suitable for jatropha planting, 
particularly where land requires regeneration following deforestation. Following
the appointment of Chris Chatterton as head of operations in the region, we are
strengthening our existing network of offices and relationships to pursue 
aggressively opportunities for commercial planting of jatropha and the 
application of D1's technology to refine other vegetable oil feedstocks into 
biodiesel.

China

The potential demand for biodiesel, the suitability of its climate for jatropha,
and the need to create jobs in rural areas make China a very promising market.
The financing partner for our initial joint venture did not deliver the funding
promised, and the agreement therefore lapsed. We maintain our good relationship
with Sichuan University and with senior level government contacts and we are now
in early stage discussions with other potential joint venture partners.

Middle East and Africa

Legislative changes in South Africa will introduce compulsory biodiesel blends
by 2007 and the government is expected to announce subsidies for biodiesel
production early in 2006. This will provide a very positive environment for
deployment of our refinery technology, and our first D1 20 refinery is expected
to be deployed in Q1 2006. Until sufficient jatropha feedstock is available, we
will accelerate refining operations using alternative feedstocks such as palm
olein and soya oil. Our strengthened African management team is progressing our
existing planting relationship with Stancom Tobacco in Zambia, and developing
new commercial planting in Cameroon, Malawi, Mozambique, Swaziland and Tanzania.
These developments more than offset slower than hoped for progress in the Middle
East and North Africa. We have also found the logistics of harvesting wild seeds
in Ghana and Madagascar to be uneconomic.

Finance Review

The significant progress and development in the business is reflected in the
financial results for the six months ended 30 June 2005.

The financial results have been prepared on a basis consistent with previous
periods except that the Group has adopted a new accounting policy related to its
managed plantations. The direct costs of site preparation and planting are being
capitalised into tangible fixed assets and then amortised over the useful life
of the trees, which is estimated at 30 years.

Total Group turnover of £32k (nil previously) in the six months to 30 June 2005
arose from the sale of biodiesel produced by the test refinery during trials.

Operating expenses of £3.2m (2004 - £0.9m) reflect the growth in the management
team and efforts expended on business development. The cost of feedstock and
chemicals purchased for refinery testing, from which the biodiesel produced was
not subsequently sold, has been reflected as a development cost within operating
expenses. Interest earned of £0.2m relates to the monies on deposit and arising
from the share placing completed in June.

The loss on ordinary activities before and after taxation was £3.1m (2004 -
£0.9m) and the loss per ordinary share was 14.25p (2004 - £11.68). As losses
were incurred, there was no corporation tax payable.

Cash on hand at 30 June was £26.4m (2004 - £9.6m). The net inflow in the six
months to 30 June was £16.9m (2004 - £22k). The most significant element in the
cash flow was the proceeds from the share placing which was completed in June.
£25.8m was raised before expenses of £1.4m.

A further £3.5m was received in July arising from the disposal of shares in the
Company by the D1 Oils Employee Benefit Trust. The shares held by the Trust were
included in the balance sheet at 30 June and shown as own shares held within
capital and reserves.



CONSOLIDATED PROFIT AND LOSS ACCOUNT
Unaudited results for the six months ended 30 June 2005

                                      Six months    Six months   Year ended 31
                                   ended 30 June ended 30 June        December
                                            2005          2004            2004
                                       Unaudited     Unaudited         Audited
                              Note          £000          £000            £000
Turnover:
Group and share of joint 
venture                                     32.1             -               -
Less: Share of joint venture                (0.9)            -               -
                                        --------      --------       ---------
Group turnover                              31.2             -               -
Cost of sales                              (24.5)            -               -
                                        --------      --------       ---------
GROSS PROFIT                                 6.7             -               -
Operating expenses                      (3,236.2)       (913.4)       (3,024.8)
                                        --------      --------       ---------
OPERATING LOSS                          (3,229.5)       (913.4)       (3,024.8)
Share of operating loss
of joint venture                           (17.0)
                                        --------      --------       ---------
GROUP
OPERATING LOSS                          (3,246.5)            -               -
Interest receivable and
similar income                             168.6             -            77.2
Interest payable and
similar charges                                -             -          (116.7)
                                         --------      --------       ---------
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION                   3      (3,077.9)       (913.4)       (3,064.3)
Tax on loss on ordinary                        -             -
activities                              --------      --------       ---------
LOSS ON ORDINARY ACTIVITIES
AFTER TAXATION                          (3,077.9)       (913.4)       (3,064.3)
Equity minority interests                      -             -               -
                                        --------      --------       ---------
RETAINED LOSS FOR THE FINANCIAL 
PERIOD WITHDRAWN FROM RESERVES          (3,077.9)       (913.4)       (3,064.3)
                                        --------      --------       ---------

LOSS PER ORDINARY SHARE
Basic and diluted loss
per ordinary share                4         14.25p       £11.68           47.53p
                                         --------      --------       ---------

Consolidated statement of total recognised gains and losses
Unaudited results for the six months ended 30 June 2005

                         Six months             Six months          Year ended
                      ended 30 June          ended 30 June         31 December
                               2005                   2004                2004
                          Unaudited              Unaudited             Audited
                               £000                   £000                £000
Retained loss for the
financial period           (3,077.9)                (913.4)           (3,064.3)
Currency translation
difference                      1.0                   (1.9)                0.0
                           --------               --------           ---------
Total recognised loss 
for the financial period   (3,076.9)                (915.3)           (3,064.3)
                           --------               --------           ---------


Reconciliation of movement in equity shareholders' funds/(deficit)
Unaudited results for the six months ended 30 June 2005

                         Six months           Six months             Year ended
                      ended 30 June        ended 30 June            31 December
                               2005                 2004                   2004
                          Unaudited            Unaudited                Audited
                               £000                 £000                   £000
Retained loss for 
the financial period       (3,077.9)              (913.4)              (3,064.3)
Issue of shares by the
company (net of expenses)  24,425.1                484.5               13,023.4
Purchase of own shares     (3,479.8)                   -                      -
Merger reserve adjustment         -                    -                  437.7
Currency translation
difference                      1.0                 (1.9)                     -
                           --------              --------             ---------
Net increase/(decrease)
in equity shareholders'
funds                      17,868.4                430.8)              10,396.8
Opening equity
shareholders' funds/
(deficit                    9,692.3               (704.5)                (704.5)
                           --------             --------              ---------
Closing equity
shareholders'
funds/(deficit)            27,560.7             (1,135.3)               9,692.3
                           --------             --------              ---------


CONSOLIDATED BALANCE SHEET
Unaudited results for the six months ended 30 June 2005

                                         As at         As at             As at
                                       30 June       30 June                31
                                          2005          2005     December 2004
                                     Unaudited     Unaudited           Audited
                              Note        £000          £000              £000
FIXED ASSETS
Intangible                                65.8         420.2              67.6
Investment in joint venture
Share of gross assets                     28.1             -                 -
Share of gross liabilities               (45.1)            -                 -
                                      --------      --------         ---------
Share of net assets                      (17.0)            -                 -
Tangible                               1,421.6         807.1             831.1
                                      --------      --------         ---------
                                       1,470.4        1227.3             898.7
                                      --------      --------         ---------
CURRENT ASSETS
Debtors                                  793.9         216.9              79.3
Stock                                    308.0             -                 -
Cash at bank and in hand              26,449.9          25.6           9,562.4
                                      --------      --------         ---------
                                      27,551.8         242.5           9,641.7
CREDITORS:
amounts falling due
within one year                       (1,376.8)     (1,846.3)           (816.2)
                                      --------      --------         ---------
NET CURRENT
ASSETS/(LIABILITIES)                  26,175.0      (1,603.8)          8,825.5
                                      --------      --------         ---------
TOTAL ASSETS LESS CURRENT
LIABILITIES                           27,645.4        (376.5)          9,724.2
CREDITORS:amounts falling due
after more than one year                 (84.7)       (758.8)            (31.9)
                                      --------      --------         ---------
NET
ASSETS/(LIABILITIES)             3    27,560.7      (1,135.3)          9,692.3
                                      --------      --------         ---------

CAPITAL AND RESERVES
Share capital                    5       312.4         125.0             214.9
Share premium                    5    37,136.0         359.4          12,808.4
Merger reserve                   5       437.7             -             437.7
Own shares held                  5    (3,479.8)            -                 -
Profit & loss reserve            5    (6,845.6)     (1,619.7)         (3,768.7)
                                      --------      --------         ---------
TOTAL EQUITY SHAREHOLDERS'
FUNDS/(DEFICIT)                       27,560.7      (1,135.3)          9,692.3
                                      --------      --------         ---------


CONSOLIDATED CASH FLOW STATEMENT
Unaudited results for the six months ended 30 June 2005

                                  Six months      Six months     Year ended 31
                               ended 30 June   ended 30 June          December
                                        2005            2004              2004
                                   Unaudited       Unaudited           Audited
                          Note          £000            £000              £000
Net cash (outflow) from
operating activities         a      (3,678.9)         (358.9)         (3,065.0)
                                    --------        --------         ---------
Returns on investments
and servicing of finance
Interest paid on finance
lease                                      -               -            (116.6)
Interest received                      168.6               -              77.2
                                    --------        --------         ---------
Net cash inflow from
returns on investments                 168.6             0.0             (39.4)
                                    --------        --------         ---------
Capital expenditure
Payments to acquire
tangible fixed assets                 (600.4)           (6.4)            (38.2)
                                    --------        --------         ---------
Net cashflow from capital
expenditure                           (600.4)           (6.4)            (38.2)
                                    --------        --------         ---------
Financing
Issue of ordinary share
capital                             25,791.4           391.1          14,951.3
Expenses paid in connection
with share issues                   (1,366.3)              -          (1,490.2)
Purchase of own shares              (3,479.8)              -                 -
New long term loans                     58.9               -                 -
Capital element of
finance lease                           (6.0)           (3.0)           (759.0)
                                    --------        --------         ---------
Net cashflow from financing         20,998.2           388.1          12,702.1
                                    --------        --------         ---------
Increase in cash in the
period                       b      16,887.5            22.8           9,559.5
                                    --------        --------         ---------

Notes to the consolidated cash flow statement
Unaudited results for the six months ended 30 June 2005

a) Reconciliation of operating loss to operating cash flow

                       Six months           Six months           Year ended 31
                    ended 30 June        ended 30 June           December 2004
                             2005                 2004
                        Unaudited            Unaudited                 Audited
                             £000                 £000                    £000
Group operating loss     (3,229.5)              (913.4)               (3,024.8)
Depreciation                 10.9                  4.3                    12.0
Amortisation of goodwill      1.8                    -                     2.6
(Increase)/decrease in
debtors                    (714.6)               (53.9)                   64.5
(Increase)/decrease in
stock                      (308.0)                   -                       -
Increase/(decrease) in
creditors                   560.5                604.1                  (119.3)
                         --------             --------               ---------
Operating cash flow      (3,678.9)              (358.9)               (3,065.0)
                         --------             --------               ---------


b) Reconciliation of net cash flow to movement in net funds

                      Six months            Six months            Year ended 31
                   ended 30 June         ended 30 June            December 2004
                            2005                  2004
                       Unaudited             Unaudited                  Audited
Reconciliation
of net cash flow to
movement in net funds       £000                  £000                     £000
Increase in cash in
the period              16,887.5                  22.7                  9,559.5
Cash inflow from the
increase in debt and
lease financing            (52.9)                  3.0                    759.0
                        --------              --------                ---------
Change in net funds
resulting from cash
flows                   16,834.6                  25.7                 10,318.5
New finance leases             -                (750.0)                  (750.0)
New finance leases
obtained on acquisition
of subsidiary                  -                 (52.7)                    52.7)
Net funds at
beginning of
period                   9,518.7                   2.9                      2.9
                        --------              --------                ---------
Net
funds/(debt)
at end of period        26,353.3                (774.1)                 9,518.7
                        --------              --------                ---------


c) Analysis of changes in net funds

               At 1 January    Cash flows      Other non-cash    At 30 June 2005
                     2005                           changes
                     £000            £000              £000               £000
Cash at bank
and in hand       9,562.4        16,887.5               0.0           26,449.9
Long term
loans                 0.0           (58.9)              0.0              (58.9)
Finance leases      (43.7)            6.0               0.0              (37.7)
                 --------        --------          --------           --------
                  9,518.7        16,834.6               0.0           26,353.3
                 --------        --------          --------           --------

NOTES
Unaudited results for the six months ended 30 June 2005

1.        Basis of preparation

The accounts for the six months ended 30th June 2005 have not been audited, nor
have the accounts for the equivalent period in 2004. They comply with relevant
accounting standards and have been prepared on a consistent basis using
accounting policies set out in the 2004 Annual Report together with the newly
adopted policies below. Whilst this interim statement is unaudited it has been
reviewed by the company's auditors and their report is set out on page 15. The
figures for the 12 months ended 31st December 2004 do not constitute the
company's statutory accounts as defined in Section 240 of the Companies Act 1985
for that period but have been extracted from the statutory accounts, which have
been filed with the Registrar of Companies. The auditors have reported on those
accounts and that report was unqualified and did not contain a statement under
Sections 237(2) or 237(3) of the Companies Act 1985.

2.        Accounting Policies

Except as noted below, the unaudited results for the six months ended 30 June
2005 have been prepared applying the accounting policies set out in the Group's
annual report for the year ended 31 December 2004.

New accounting policy

a.        Plantation Accounting

A major activity of the Group is to prepare previously untreated ground and to
plant Jatropha seeds and seedlings. Once mature the Jatropha trees bear seeds
that contain crude Jatropha oil. This crude oil can be refined to produce
Biodiesel. With effect from 1 January 2005 the direct costs of site preparation
and planting have been capitalised and they are amortised over the useful life
of the trees, which is on average 30 years.

b.        Stock

Stocks are stated at the lower of cost and net realisable value.  Stock
(including seeds and seedlings) also includes direct labour and appropriate
overheads where applicable.  Net realisable value is based on estimated selling
price, less further costs expected to be incurred to completion and disposal.
Provision is made for obsolete, slow-moving or defective items where
appropriate.

c.        Joint Ventures

Entities in which the Group holds an interest on a long term basis, and are
jointly controlled by the Group with one or more other parties under a
contractual agreement, are treated as joint ventures and are accounted for using
the gross equity method.

d.        Employee Benefit Trust

In accordance with UITF38 'Accounting for ESOP Trusts', own shares held by the
Employee Benefit Trust are treated as a reduction to shareholders' funds. They
are held at cost until disposed. Any profit or loss on disposal is treated as a
movement in reserves.

3.        Segmental Reporting

Although all results derive from a single class of business the Group operates
in a number of different countries. An analysis of turnover, loss for the
financial period, and net assets/(liabilities) by geographical area is set out
below. The analysis by geographical area reflects the principal regions in which
the Group is active.
                                      Six months    Six months   Year ended 31
                                   ended 30 June ended 30 June   December 2004
                                            2005          2004
                                       Unaudited     Unaudited         Audited
                                            £000          £000            £000
Loss on ordinary activities before
tax
UK                                      (2,709.0)       (913.4)       (2,888.6)
India                                      (40.0)            -               -
Joint Venture                              (17.0)            -               -
Africa                                    (237.8)            -          (131.0)
Asia Pacific                               (74.1)            -           (44.7)
                                        --------      --------        --------
Loss on
ordinary activities
before tax                              (3,077.9)       (913.4)       (3,064.3)
                                        --------      --------        --------

Net Assets/(Liabilities)
UK                                      27,996.9      (1,135.3)        9,886.4
India                                      (42.4)            -               -
Joint Venture                              (17.0)            -               -
Africa                                    (304.1)            -          (151.7)
Asia Pacific                               (72.7)            -           (42.4)
                                        --------      --------        --------
Net
assets/(liabilities)                    27,560.7      (1,135.3)        9,692.3
                                        --------      --------        --------

All Group turnover for the six months ended 30 June 2005 has originated from the
UK.

4.        Loss per Ordinary share

                       Six months           Six months           Year ended 31
                    ended 30 June        ended 30 June           December 2004
                             2005                 2004
                        Unaudited            Unaudited                 Audited
                              No.                  No.                     No.
Weighted
average number
of shares in issue      21,603,108               78,186               6,447,640
                        ----------             --------               ---------

                             Pence                    £                   Pence
Loss per ordinary share
- basic and diluted          14.25                11.68                   47.53
                        ----------             --------               ---------


The number of shares in issue at 31 December 2004 was 21,492,864. Following the
placing, completed on 14 June 2005 of 9,732,617 ordinary shares, the total
number of shares in issue at 30 June 2005 was 31,225,481. For the purposes of
calculating the loss per ordinary share the weighted average number of shares
excludes 1,385,000 shares held by the D1 Oils plc Employee Benefit Trust. No
diluted loss per share has been disclosed as the share options are
anti-dilutive.

5.        Movement on Reserves

          Share Capital   Share Premium   Merger Reserve   Own Shares   P&L Reserve      Total
                   £000            £000             £000         £000          £000       £000
Opening
balance
as at             
1 January
2005              214.9        12,808.4            437.7            -      (3,768.7)   9,692.3
Retained
loss                  
for the
period                -               -                -            -      (3,077.9)  (3,077.9)
Issue of
shares by
the                
company            97.5        24,327.6                -            -             -   24,425.1
Exchange
movements             -               -                -            -           1.0        1.0
Purchase
of                    
own             
shares                -               -                -     (3,479.8)            -   (3,479.8)
                -------         -------          -------      -------       -------    -------
At 30
June              
2005              312.4        37,136.0            437.7     (3,479.8)     (6,845.6)  27,560.7
                -------         -------          -------      -------       -------    -------

On 14 June 2005, the Company completed the placing of 9,732,617 new ordinary
shares. The Company received cash consideration of £25,791,400 for this placing
before expenses of £1,366,300.

Also during the period the Company purchased 1,385,000 of its own ordinary
shares of 1p, representing 4.4% of the issued share capital of the company at 30
June 2005. This was also the maximum number of such shares held during the year.
These shares, which are held in an Employee Benefit Trust established for the
purpose, were purchased on the open market with financing provided by the
Company and in accordance with UITF 38 are shown in reserves as own shares held.

6.        Post Balance Sheet Event

On the 19th July 2005 D1 Oils plc received £3,462.000 from Bailhache Labesse
Trustees Limited as Trustees of the D1 Oils Employee Benefit Trust following
their disposal of 1,191,335 ordinary shares at £2.95 each in D1 Oils Plc. The
EBT's remaining shareholding in the Company is 193,665 ordinary shares and there
remains a loan payable to the Company from the Trust of £17,600


INDEPENDENT REVIEW REPORT TO D1 OILS plc

Introduction

We have been instructed by the company to review the financial information for
the six months ended 30 June 2005 which comprises the consolidated profit and
loss account, the consolidated statement of total recognised gains and losses,
the reconciliation of movement in equity shareholders' funds/(deficit), the
consolidated balance sheet, the consolidated cash flow statement, notes a to c
to the consolidated cash flow statement, and related notes 1 to 6. We have read
the other information contained in the interim report and considered whether it
contains any apparent misstatements or material inconsistencies with the
financial information.

This report is made solely to the company, in accordance with Bulletin 1999/4
issued by the Auditing Practices Board. Our work has been undertaken so that we
might state to the company those matters we are required to state to them in an
independent review report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than
the company, for our review work, for this report, or for the conclusions we
have formed.

Directors' responsibilities

The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are also responsible for ensuring that the accounting policies and presentation
applied to the interim figures are consistent with those applied in preparing
the preceding annual accounts except where any changes, and the reasons for
them, are disclosed.

Review work performed

We conducted our review in accordance with the guidance contained in Bulletin
1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A
review consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and, based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with United Kingdom auditing standards and therefore
provides a lower level of assurance than an audit. Accordingly, we do not
express an audit opinion on the financial information.

Review conclusion

On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 30 June 2005.

Deloitte & Touche LLP
Chartered Accountants
Newcastle upon Tyne
28 September 2005





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