Monday 16 June, 2014
IndependentResources
Final Results
RNS Number : 6485J Independent Resources PLC 16 June 2014
16 June 2014
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Independent Resources plc
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("Independent Resources" or the "Company" or the "Group)
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Results for the fifteen months ended 31 December 2013
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Highlights
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● Strategic repositioning to focus on conventional exploration and production opportunities
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● New experienced executive management team led by Greg Coleman
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● Significant progress made with ETAP and DGE re Ksar Hadada licence
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● Rivara project remains stalled pending resolution of court processes
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● Equity fundraising announced post period end to introduce new capital
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Chairman's statement
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Challenging times - getting back in control of our destiny
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The 15 month period covered by these accounts from 1 October 2012 to 31 December 2013 has been a real challenge for the
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company. Shareholders will remember that, in my statement in the accounts to 30 September 2012, I said that we were overwhelmed
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by events we could not control. It has taken the period since then to reduce the Italian problems to scale, get a grip on the Tunisian
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issues, strengthen the management of the company and refocus our strategy. As part of this strategic re-positioning we have been
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working on a number of attractive opportunities that would provide the company with increasing exposure over time to
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hydrocarbon production in our area of interest. We look forward to sharing our progress on these potentially transformational
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initiatives as they mature.
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New Management team
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Greg Coleman joined as CEO in March 2013. Greg was a very senior executive within the BP Group and after leaving BP he
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founded and was CEO of Canamens Limited. His background and experience is exactly what we need to refocus our strategy away
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from reliance on Italy and into a range of more geographically diverse producing assets.
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I am delighted that Greg has assembled an extremely capable team with a wide range of experience. Brian Hepp, as chief
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operations officer brings a wealth of experience of managing field operations, while Owain Franks, a former senior
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PricewaterhouseCoopers Partner has joined us as Commercial Director to work with Greg and the team in transforming the
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company.
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Tim James retired as CFO during the year and we are grateful to him for his stewardship of the company's finances. Feilim McCole
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has been appointed to replace Tim as Finance Director. Feilim has a strong big firm (Deloitte), interim management and corporate
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finance background.
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Ksar Hadada
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During 2013 we have devoted considerable time and effort to protecting our interests in Tunisia and trying to achieve some
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momentum. As I said in our last interim results announcement , the previous operator of the license, PetroAsian
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(Tunisia) Limited owned by the Hoifu Energy Group (which is listed in Hong Kong) had conspicuously failed in its obligations
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as operator putting the renewal of the licence in March 2014 at risk.
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Following extensive discussions and negotiations, on 19 February 2014, ETAP, the Tunisian State Oil Company applied for an
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exceptional extension of the license for two years to the relevant Ministry, the DGE. The DGE had previously signalled that they
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wished this application to be made, that the company should become the operator and the other two minority parties should
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remain in the license with the company moving to an 86.345% working interest.
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We, in common with a number of other companies operating in Tunisia, are waiting on the final steps of the approval process. This
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will take place at a meeting of the Consultative Committee on Hydrocarbons. This meeting has been somewhat delayed and we
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are hopeful, following discussions with the DGE, that a meeting will take place in the near future allowing us, assuming approval
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is given, to progress our plans.
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Rivara
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We continue to be impacted by the ripples from the earthquake in April 2012 which halted progress on the Rivara Gas Storage
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project. In November 2012, we announced the exit of our former joint venture partner ERG S.p.A. While the commercial
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arrangements agreed with ERG did result in a cash payment to the group, they also triggered a need to reverse part of the deemed
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gain that accounting standards had required us to recognise in our 2008 accounts. The impact - a non-cash loss of £1.51 million - is
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reflected in this set of results.
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We expect Administrative court proceedings to begin later this year in which we are contesting the position of the Emilia-Romagna
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Region and the consequent position of the Ministry of Economic Development. This will not be a speedy process but is an
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important step forwards.
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We also feel vindicated by the recent findings of an international commission that there could not have been any link between our
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activities at Rivara and the tragic earthquake in Emilia Romagna.
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Fiume Bruna and Casoni (Ribolla Basin CBM assets)
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I have signalled before that we are looking at our strategic options in relation to Italy. After the period covered by these accounts,
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we have entered into discussions with the Ministry of Economic Development on the way forward. We continue to work with local
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parties, partners and authorities to reduce project timelines to allow us to develop this potentially significant resource or to farm
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out some part of it to a third party.
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The prospective resources at Fiume Bruna and Casoni do represent a significant source of gas for local industry and the local
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economy and we are keen to maximise shareholder value out of it. We also welcome that the new Italian Federal government
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appears supportive of energy regime change, including a delayering of the approval regime in Italy but we do not expect this to
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happen in the near term.
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Financial review
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The results for the year reflect the cost of our significant efforts to deliver a transformational deal.
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The group made a loss of £3.34 million during 2013 (2012: £1.82 million) of which £1.51 million related to restructuring of Rivara
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Gas Storage (2012: £Nil), £1.34 million comprised ongoing administrative costs (2012: £1.24 million), £0.27 million comprised
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professional fees and diligence costs related to potential acquisitions (2012: £Nil), and £0.22 million comprised non-cash
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provisions for the issue of share options (2012: £0.15 million).
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Consolidated net assets at 31 December 2013 were £10.92 million (2012: £13.34 million). At this juncture, it has not been deemed
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necessary to impair the carrying value of the group's Italian gas storage project at Rivara or that of our coal bed methane project
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at Fiume Bruna and Casoni. The board will continue to monitor this situation carefully, particularly in light of forthcoming legal
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proceedings in relation to the Rivara Gas Storage project.
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At 31 December 2013, the consolidated balance sheet included approximately £5.58 million of past investment in relation to Rivara.
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While we continue to be confident in relation to our legal position, a material prolongation of or an adverse result from the
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Court processes may result in the need for an impairment. The book value of past investment in relation to Fiume Bruna and
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Casoni was approximately £4.32 million at 31 December 2013.
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Cash generated from operations totalled £0.16 million (2012: £0.89 million used) after adjustments for non-cash items with capital
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expenditures incurred during the year limited to £0.22 million (2012: £0.88 million).
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There was £0.66 million of available cash at 31 December 2013.
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To strengthen the group's financial position further the group recently announced a placing and open offer to raise up to a
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maximum of £2.75 million of additional funds.
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Going concern
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The group had cash reserves of £0.21 million at 31 May 2014.
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On 30 May 2014, the company announced a placing and open offer, which if the open offer is fully subscribed will provide total
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gross proceeds of £2.75 million.
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The directors anticipate that the cash available on the basis of a fully subscribed open offer this will be sufficient to cover non-
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discretionary expenses for the next twelve months and the preparatory work in Ksar Hadada described in my letter accompanying
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the placing and open offer documentation also available on our website.
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In the event that the placing and open offer is not fully subscribed, the group will need additional funding to meet future costs.
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Accordingly the directors intend to continue to explore all forms of potential fundraising at both a corporate and asset level. If
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the group is unable to raise sufficient funds then the group is unlikely to be able to continue as a going concern.
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In order to meet all of the group's licence commitments, the group needs to raise further funds and is likely to require additional
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sources of funding, including securing farm out partners for its projects.
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Business development
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A number of possible transactions are actively being pursued and we expect to report further in due course.
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After the end of this reporting period we announced a fundraising by way of placing and open offer and at the time of writing we
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expect it to be completed in mid June 2014. As a result of the placing and open offer the directors are satisfied that the company will
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be in a financial position to meet its short-term obligations but will need further funds to allow it to bring its plans to fruition in full.
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We remain acutely cost conscious and value focused. We are keen to be able to make further announcements about the
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opportunities on which Greg and the team are working on and I trust that we will be able to do so shortly.
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Grayson Nash
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Non-executive Chairman
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For further information, please visit www.ir-plc.com or contact:
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Greg Coleman
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Independent Resources plc
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020 3367 1134
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Phil Davies
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Charles Stanley Securities
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020 7149 6942
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(Nominated Adviser)
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Simon Hudson
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Tavistock Communications
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020 7920 3150
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Independent Resources plc
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Consolidated statement of comprehensive income
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Period ended 31 December 2013
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Notes
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Period to 31 December 2013
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Year to 30 September 2012
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Continuing operations
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£
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£
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Revenue
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-
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-
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Cost of sales
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-
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-
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Gross profit
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-
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-
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Administrative expenses
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(1,831,949)
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(1,387,942)
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Reorganisation of Rivara Gas Storage srl
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(1,511,722)
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-
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Operating loss
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(3,343,671)
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(1,387,942)
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Financial income
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2,455
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5,784
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Financial expense
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4
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(122)
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(437,077)
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Loss on ordinary activities
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before taxation
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(3,341,338)
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(1,819,235)
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Taxation
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5
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-
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-
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Loss for the year
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(3,341,338)
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(1,819,235)
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Other comprehensive income:
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Exchange difference on translating foreign operations
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- recycled through profit and loss
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704,123
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(1,074,067)
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Income tax relating to other comprehensive income
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-
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-
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Total comprehensive loss for the year
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(2,637,215)
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(2,893,302)
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Loss attributable to:
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Owners of the parent
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(3,350,702)
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(1,781,779)
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Non-controlling interests
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9,364
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(37,456)
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(3,341,338)
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(1,819,235)
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Total comprehensive loss attributable to:
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Owners of the parent
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(2,664,623)
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(2,752,613)
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Non-controlling interests
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27,408
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(140,689)
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(2,637,215)
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(2,893,302)
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Loss per share (pence)
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6
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From continuing operations
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Basic
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(7.3)
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(3.9)
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Diluted
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(7.3)
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(3.9)
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Independent Resources plc
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Consolidated statement of financial position
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As at 31 December 2013
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Notes
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31 December 2013
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30 September 2012
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£
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£
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Non-current assets
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Property, plant and equipment
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19,883
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21,133
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Goodwill
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7
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450,766
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450,766
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Other intangible assets
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8
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10,128,364
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9,466,113
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10,599,013
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9,938,012
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Current assets
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Other receivables
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9
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464,850
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3,634,449
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Cash and cash equivalents
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663,117
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729,786
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1,127,967
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4,364,235
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Current liabilities
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Trade and other payables
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(807,505)
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(960,671)
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(807,505)
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(960,671)
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Net current assets
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320,462
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3,403,564
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Net assets
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10,919,475
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13,341,576
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Equity attributable to equity holders of the parent
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Share capital
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10
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458,369
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458,369
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Share premium
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11
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15,287,351
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15,287,351
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Share option reserve
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418,919
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264,717
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Foreign currency translation reserve
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611,235
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(74,844)
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Retained earnings
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(5,856,399)
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(3,766,319)
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10,919,475
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12,169,274
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Non-controlling interests
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-
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1,172,302
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Total equity
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10,919,475
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13,341,576
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Independent Resources plc
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Statement of changes in equity
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Period ended 31 December 2013
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Retained
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Share
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Share
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Share
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Foreign
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Total
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Non-
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Total
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earnings
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capital
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premium
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option
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currency
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controlling
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equity
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reserve
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translation
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interests
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reserve
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£
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£
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£
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£
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£
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£
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£
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£
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Consolidated
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1 October 2011
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(1,984,540)
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458,369
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15,287,351
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109,761
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895,990
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14,766,931
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1,312,991
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16,079,922
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Loss for the year
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(1,781,779)
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-
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-
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-
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-
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(1,781,779)
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(37,456)
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(1,819,235)
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Exchange differences
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-
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-
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-
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-
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(970,834)
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(970,834)
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(103,233)
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(1,074,067)
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Total comprehensive loss for the year
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(1,781,779)
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-
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-
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-
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(970,834)
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(2,752,613)
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(140,689)
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(2,893,302)
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Share-based payments
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-
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-
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-
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154,956
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-
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154,956
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-
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154,956
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30 September 2012
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(3,766,319)
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458,369
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15,287,351
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264,717
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(74,844)
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12,169,274
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1,172,302
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13,341,576
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1 October 2012
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(3,766,319)
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458,369
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15,287,351
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264,717
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(74,844)
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12,169,274
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1,172,302
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13,341,576
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|
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Loss for the period
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(3,350,702)
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-
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-
|
-
|
-
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(3,350,702)
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9,364
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(3,341,338)
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Exchange differences
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-
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-
|
-
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-
|
686,079
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686,079
|
18,044
|
704,123
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|
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Total comprehensive loss for the period
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(3,350,702)
|
-
|
-
|
-
|
686,079
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(2,664,623)
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27,408
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(2,637,215)
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|
|
|
Share options lapsed
|
60,912
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-
|
-
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(60,912)
|
-
|
-
|
-
|
-
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|
Share-based payments
|
-
|
-
|
-
|
215,114
|
-
|
215,114
|
-
|
215,114
|
|
Non-controlling interest acquired by group
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1,199,710
|
-
|
-
|
-
|
-
|
1,199,710
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(1,199,710)
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-
|
|
|
|
|
31 December 2013
|
(5,856,399)
|
458,369
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15,287,351
|
418,919
|
611,235
|
10,919,475
|
-
|
10,919,475
|
|
|
|
Independent Resources plc
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Consolidated statement of cash flows
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Period ended 31 December 2013
|
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|
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Period to 31 December 2013
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Year to 30 September 2012
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|
£
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|
£
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Cash flows from operating activities
|
|
|
|
Loss before taxation
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(3,341,338)
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|
(1,819,235)
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|
Adjustments for:
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|
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Depreciation of property, plant and equipment
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10,818
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|
21,385
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|
|
Financial income
|
(2,455)
|
|
(5,784)
|
|
|
Financial expense
|
122
|
|
437,077
|
|
|
|
|
(3,332,853)
|
|
(1,366,557)
|
|
Decrease in other receivables
|
3,433,381
|
|
228,481
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|
Increase in trade and other payables
|
(153,166)
|
|
96,779
|
|
Share-based payments
|
215,114
|
|
154,956
|
|
|
|
Cash from/(used) in operations
|
162,476
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|
(886,341)
|
|
|
|
Income taxes received
|
-
|
|
-
|
|
|
|
Net cash from/(used) in operating activities
|
162,476
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|
(886,341)
|
|
|
|
Cash flows from investing activities
|
|
|
|
Interest received
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2,455
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|
5,784
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|
Interest paid
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(122)
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|
(17,077)
|
|
Proceeds on disposal of property, plant and equipment
|
1,495
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|
5,042
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|
Purchase of intangible assets
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(222,913)
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(879,227)
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Purchases of property, plant and equipment
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(10,060)
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|
-
|
|
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Net cash used in investing activities
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(229,145)
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|
(885,478)
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Net decrease in cash and cash equivalents
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(66,669)
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|
(1,771,819)
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|
|
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Cash and cash equivalents at 1 October 2012
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729,786
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|
2,501,605
|
|
|
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Cash and cash equivalents at 31 December 2013
|
663,117
|
|
729,786
|
|
|
|
|
|
Independent Resources plc
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Notes to the final results for the fifteen month period ended 31 December 2013
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1
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Basis of preparation
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The company's functional currency is the Euro, and presentational currency is Great British Pounds Sterling.
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The financial information has been prepared in accordance with International Financial Reporting Standards
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("IFRS"), IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies preparing
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their accounts under IFRS, as adopted by the European Union, and the Companies Act 2006. The financial
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information has been prepared under the historical cost convention, as modified by revaluations of financial assets
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and financial liabilities at fair value through the statement of comprehensive income. Details of the accounting
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policies applied are set out in the financial statements for the 12 months ended 30 September 2012 and have not
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changed for the 15 month period ended 31 December 2013.
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The financial information set out in this announcement does not constitute audited financial statements for the period
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ended 31 December 2013. The financial information for the year ended 30 September 2012 is derived from the
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statutory accounts for that year which have been delivered to the Registrar of Companies. The auditors reported on
|
|
|
those accounts: their report was unqualified but did include an emphasis of matter regarding the ongoing status of
|
|
|
the Rivara project.
|
|
|
|
|
|
The financial information for the period ended 31 December 2013 is derived from the financial statements, but does not
|
|
|
constitute the group's financial statements. The company's auditors have reported on the statutory financial
|
|
|
statements for the period ended 31 December 2013 and their report is unqualified, but, with the following emphases of
|
|
|
Matter:
|
|
|
|
|
|
"Development and exploration intangible asset
|
|
|
|
|
|
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the
|
|
|
disclosures made in the financial statements concerning the process of the appeal before the Emilia Romagna
|
|
|
Bologna Administrative Court in respect of the approval of the development of the Rivara project. In the event
|
|
|
that the group is not successful in its appeal, the expenditure capitalised in respect of this project will be subject
|
|
|
to impairment testing. No adjustment has been made in relation to the carrying value of this capitalised
|
|
|
expenditure in the financial statements of the group or the carrying value of the company's investment in subsidiary
|
|
|
undertakings.
|
|
|
|
|
|
Going concern
|
|
|
|
|
|
In forming our opinion on the financial statements, which is not qualified, we have considered the adequacy of the
|
|
|
disclosure made in the financial statements concerning the company's ability to continue as a going concern. The
|
|
|
financial statements have been prepared on the going concern basis, which depends on the ability of the company
|
|
|
to raise funds. These conditions, along with the other matters explained in the financial statements, indicate
|
|
|
the existence of a material uncertainty which may cast significant doubt about the company's ability to continue
|
|
|
as a going concern. The financial statements do not include the adjustments that would result if the company was
|
|
|
unable to continue as a going concern."
|
|
|
|
|
|
The financial information set out in this announcement was approved by the board on 13 June 2014.
|
|
|
|
|
|
The directors do not recommend the payment of a final dividend (2012: Nil).
|
|
|
|
2.
|
Business segments
|
|
|
|
|
The group has adopted IFRS 8 Operating segments. Per IFRS 8, operating segments are based on internal reports
|
|
|
about components of the group, which are regularly reviewed and used by the Board of Directors being the Chief
|
|
|
Operating Decision Maker ("CODM") for strategic decision making and resource allocation, in order to allocate
|
|
|
resources to the segment and to assess its performance. The group's reportable operating segments are as follows:
|
|
|
|
|
|
|
|
a.
|
Parent company
|
|
|
b.
|
Rivara
|
|
|
c.
|
Ribolla Basin CBM assets
|
|
|
d.
|
Ksar Hadada
|
|
|
|
|
The CODM monitors the operating results of each segment for the purpose of performance assessments and
|
|
|
making decisions on resource allocation. Performance is based on assessing progress made on projects and the
|
|
|
management of resources used. Segment assets and liabilities are presented inclusive of inter-segment balances.
|
|
|
|
|
The group did not generate any revenue during the period to 31 December 2013 nor in the year to 30 September
|
|
|
2012.
|
|
|
|
|
Information regarding each of the operations of each reportable segments is included in the following table.
|
|
|
|
|
Parent
|
Rivara
|
Ribolla Basin
|
Ksar
|
Consolidation
|
Total
|
|
|
company
|
|
CBM assets
|
Hadada
|
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
Period to 31 December 2013
|
|
|
|
|
Interest revenue
|
155,807
|
40,133
|
2,876
|
-
|
(196,361)
|
2,455
|
|
|
Interest expense
|
(121)
|
(111,370)
|
(84,992)
|
-
|
196,361
|
(122)
|
|
|
Depreciation
|
-
|
1,241
|
9,577
|
-
|
-
|
10,818
|
|
|
Impairment of intangible assets
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
Income tax
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
Loss for the period before taxation
|
(789,605)
|
(1,744,075)
|
(382,330)
|
(61,511)
|
(363,817)
|
(3,341,338)
|
|
|
|
|
Assets
|
12,128,214
|
8,242,367
|
4,456,656
|
235,604
|
(13,335,861)
|
11,726,980
|
|
|
Liabilities
|
(514,288)
|
(3,810,637)
|
(4,285,358)
|
(622,226)
|
8,425,004
|
(807,505)
|
|
|
|
|
Year to 30 September 2012
|
|
|
|
|
Interest revenue
|
140,285
|
2,147
|
6
|
-
|
(136,654)
|
5,784
|
|
|
Interest expense
|
-
|
(510,055)
|
(63,676)
|
-
|
136,654
|
(437,077)
|
|
|
Depreciation
|
-
|
1,344
|
20,041
|
-
|
-
|
21,385
|
|
|
Impairment of intangible assets
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
Income tax
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
Loss for the year before taxation
|
(1,065,445)
|
(758,419)
|
(567,201)
|
(20,084)
|
591,914
|
(1,819,235)
|
|
|
|
|
Assets
|
12,339,855
|
11,375,970
|
4,128,810
|
217,340
|
(13,759,728)
|
14,302,247
|
|
|
Liabilities
|
(151,438)
|
(5,594,817)
|
(4,001,708)
|
(542,451)
|
9,329,743
|
(960,671)
|
|
|
|
|
|
The geographical split of non-current assets arises as follows:
|
|
|
|
|
|
|
United
|
Overseas
|
Total
|
|
|
|
Kingdom
|
|
|
|
|
|
£
|
£
|
£
|
|
|
31 December 2013
|
|
|
|
|
Intangible assets
|
-
|
10,128,364
|
10,128,364
|
|
|
Goodwill
|
-
|
450,766
|
450,766
|
|
|
Property, plant and equipment
|
1,852
|
18,031
|
19,883
|
|
|
|
|
30 September 2012
|
|
|
|
|
Intangible assets
|
-
|
9,466,113
|
9,466,113
|
|
|
Goodwill
|
-
|
450,766
|
450,766
|
|
|
Property, plant and equipment
|
-
|
21,133
|
21,133
|
|
|
|
3.
|
Reorganisation of Rivara Gas Storage srl (previously named ERG Rivara Storage srl)
|
|
|
|
|
On 22 November 2012 the company completed negotiations with the third party which held a non-controlling
|
|
|
interest in ERG Rivara Storage srl in order to bring back into full control of the group the valuable Rivara gas
|
|
|
storage project. The following reorganisation took place:
|
|
|
|
|
•
|
The non-controlling interest paid €1,400,000 (£1,182,432) for part settlement of the amount it owed in
|
|
|
|
respect of share capital issued by ERG Rivara Storage srl;
|
|
|
•
|
The non-controlling interest waived amounts owed by ERG Rivara Storage srl totalling €357,027
|
|
|
|
(£301,543);
|
|
|
•
|
ERG Rivara Storage srl cancelled the remaining amount due to it by the non-controlling interest of
|
|
|
|
€3,531,001 (£2,982,265) in relation to unpaid share capital and cancelled shares to this value. This amount
|
|
|
|
had previously been discounted by £1,169,000.
|
|
|
•
|
The non-controlling interest transferred its entire shareholding in ERG Rivara Storage srl to Independent
|
|
|
|
Gas Management srl for €1 (£1); and
|
|
|
•
|
ERG Rivara Storage srl changed its name to Rivara Gas Storage srl.
|
|
|
|
|
The amount recognised in the consolidated statement of comprehensive income for the period is calculated as
|
|
|
follows:
|
|
|
|
|
Period to 31 December 2013
|
|
Year to 30 September 2012
|
|
|
£
|
|
£
|
|
|
Cancellation of amount due from non-controlling interest
|
|
|
(pre discounting adjustment)
|
2,982,265
|
|
-
|
|
|
Discounting adjustment reversed
|
(1,169,000)
|
|
-
|
|
|
Amount due to non-controlling interest waived
|
(301,543)
|
|
-
|
|
|
|
|
Loss on reorganisation
|
1,511,722
|
|
-
|
|
|
|
|
|
|
|
4.
|
Net financial expense
|
|
|
|
|
|
|
|
|
Net financial expense includes £Nil (Year to 30 September 2012: £420,000) relating to the decrease in the net present
|
|
|
value of receivables which are measured at amortised cost due to the unwinding of the effective interest implicit in
|
|
|
the discounting calculations. The charge for that year, rather than the more normal credit, arises from the expected
|
|
|
deferral of the Rivara appraisal programme.
|
|
|
|
5.
|
Taxation
|
|
|
Period to 31 December 2013
|
|
Year to 30 September 2012
|
|
|
£
|
|
£
|
|
|
Tax on profit on ordinary activities
|
|
|
|
|
Taxation charged based on profits for the period
|
|
|
|
|
UK corporation tax based on the results for the period
|
-
|
|
-
|
|
|
|
|
Total tax expense in income statement
|
-
|
|
-
|
|
|
|
|
Reconciliation of the tax expense
|
|
|
|
|
The tax assessed for the period is different from the standard rate of corporation tax in the UK (23.4%). The
|
|
|
differences are explained below:
|
|
|
Period to 31 December 2013
|
|
Year to 30 September 2012
|
|
|
£
|
|
£
|
|
|
|
|
Loss on ordinary activities before taxation
|
(3,341,338)
|
|
(1,819,235)
|
|
|
|
|
Loss on ordinary activities multiplied by standard rate
|
|
|
of corporation tax in the UK of 23.4% (2012: 25%)
|
(781,874)
|
|
(454,808)
|
|
|
|
|
Effects of:
|
|
|
Expenses disallowed for tax purposes
|
50,337
|
|
38,739
|
|
|
Deferred tax not provided - tax losses carried forward
|
731,537
|
|
416,069
|
|
|
|
|
Total current tax
|
-
|
|
-
|
|
|
|
|
The group has tax losses available to be carried forward in certain subsidiaries and the parent. With anticipated
|
|
|
substantial lead times for the group's projects, and the possibility that these may therefore expire before their use, it
|
|
|
is not considered appropriate to anticipate an asset value for them.
|
|
|
|
6.
|
Loss per share
|
|
|
|
|
The calculation of basic and diluted loss per share at 31 December 2013 was based on the loss attributable to
|
|
|
ordinary shareholders of £3,350,702. The weighted average number of ordinary shares outstanding during the
|
|
|
period ending 31 December 2013 and the effect of the potentially dilutive ordinary shares to be issued are shown
|
|
|
below.
|
|
|
|
|
Period to 31 December 2013
|
|
Year to 30 September 2012
|
|
|
£
|
|
£
|
|
|
|
|
Net loss for the year
|
(3,350,702)
|
|
(1,781,779)
|
|
|
|
|
Basic weighted average ordinary shares
|
|
|
in issue during the period
|
45,836,867
|
|
45,836,867
|
|
|
|
|
Diluted weighted average ordinary shares
|
|
|
in issue during the period
|
45,836,867
|
|
45,836,867
|
|
|
|
|
In accordance with IAS 33 and as the average share price in the year is lower than the exercise price, the share
|
|
|
options do not have a dilutive impact on earnings per share for the period ending 31 December 2013.
|
|
|
|
7.
|
Goodwill (group)
|
|
|
Goodwill
|
|
|
£
|
|
|
31 December 2013
|
|
|
|
|
Cost
|
|
|
|
|
1 October 2012 and 31 December 2013
|
450,766
|
|
|
|
|
Carrying amount
|
|
|
|
|
31 December 2013
|
450,766
|
|
|
|
|
30 September 2012
|
450,766
|
|
|
|
|
30 September 2012
|
|
|
|
|
|
Cost
|
|
|
|
|
1 October 2011 and 30 September 2012
|
450,766
|
|
|
|
|
Carrying amount
|
|
|
|
|
30 September 2012
|
450,766
|
|
|
|
|
30 September 2011
|
450,766
|
|
|
|
|
The goodwill arises as a result of the acquisition of Independent Energy Solutions srl which contains the Ribolla
|
|
|
project.
|
|
|
|
|
A review of the latest management information and projections shows a net present value significantly in excess of
|
|
|
assets and liabilities relating to this project. No changes have been identified as being required to the main
|
|
|
assumptions which would have a corresponding material impact on the group.
|
|
|
|
|
The continuing analysis and testing of technical data continues to indicate that the project is feasible.
|
|
|
|
|
The group continues to work towards, and is confident of, obtaining all the necessary approvals from regulatory
|
|
|
authorities.
|
|
|
|
|
For the purpose of goodwill impairment testing, recoverable amounts have been determined based upon the
|
|
|
value in use of the Ribolla project and is considered further as part of intangible assets in note 8.
|
|
|
|
|
Value in use
|
|
|
|
|
Cash flows are projected for the periods up to the date that the project is expected to become commercially
|
|
|
operational and from then until operations are expected to cease, based upon management's expectations. These
|
|
|
dates depend on a number of variables, including the project's technical feasibility, regulatory approval, forecast
|
|
|
revenue prices and the associate development and operational costs.
|
|
|
|
|
The project is expected to generate revenue after five to nine years and to continue doing so for a further 35
|
|
|
years. The directors consider that projections calculated for a period greater than five years are justified as the
|
|
|
project is still in a development stage. The directors have used a constant rate of growth of 2.5% (2012: 2.5%)
|
|
|
to extrapolate the cash flow projections beyond the period in which the projects will commence to generate
|
|
|
revenue. This growth rate is considered to cover increases resulting from inflation and regulatory changes. The
|
|
|
discount rate used is 10.0% (2012: 10.0%).
|
|
|
|
|
Key assumptions used in value in use calculations
|
|
|
|
|
The key assumptions used in the value in use calculations for the goodwill asset are the anticipated quantity of
|
|
|
resource available for extraction, costs of plant and infrastructure, expected revenue prices, expected operational
|
|
|
costs, appropriate discount rates and foreign exchange rates. For further details please see note 9.
|
|
|
|
|
|
Management's assessment of the technical and commercial viability of the project is supported by the evaluation work
|
|
|
undertaken by appropriately qualified persons.
|
|
|
|
|
|
Management have assessed the project's individual net present value and thereby impairment on a variety of
|
|
|
bases and assumptions using, where appropriate, a number of discount rates. The impairment tests are particularly
|
|
|
sensitive to changes in the key assumptions and changes to these assumptions could result in impairment;
|
|
|
however, all of the varying bases indicate a net present value significantly in excess of the value of goodwill.
|
|
|
|
|
Foreign exchange rates have been based on external market forecasts, after considering long-term market
|
|
|
expectations and the countries in which the group operates.
|
|
|
|
8.
|
Other intangible assets (group)
|
|
|
|
|
Development and exploration
|
|
|
|
Rivara gas
|
Ribolla Basin
|
Ksar Hadada
|
Total
|
|
|
|
storage
|
CBM assets
|
exploration
|
|
|
|
|
facility
|
|
acreage
|
|
|
|
|
£
|
£
|
£
|
£
|
|
|
31 December 2013
|
|
|
|
|
Cost
|
|
|
|
|
1 October 2012
|
5,236,000
|
4,013,233
|
1,297,709
|
10,546,942
|
|
|
Exchange differences
|
248,709
|
190,629
|
-
|
439,338
|
|
|
Additions
|
100,288
|
112,997
|
9,628
|
222,913
|
|
|
|
|
31 December 2013
|
5,584,997
|
4,316,859
|
1,307,337
|
11,209,193
|
|
|
|
|
Amortisation
|
|
|
|
|
1 October 2012
|
-
|
-
|
1,080,829
|
1,080,829
|
|
|
Impairment charge for the period
|
-
|
-
|
-
|
-
|
|
|
|
|
31 December 2013
|
-
|
-
|
1,080,829
|
1,080,829
|
|
|
|
|
Carrying amount
|
|
|
|
|
31 December 2013
|
5,584,997
|
4,316,859
|
226,508
|
10,128,364
|
|
|
|
|
30 September 2012
|
5,236,000
|
4,013,233
|
216,880
|
9,466,113
|
|
|
|
|
30 September 2012
|
|
|
|
|
|
Cost
|
|
|
|
|
1 October 2011
|
4,892,610
|
4,265,886
|
1,237,818
|
10,396,314
|
|
|
Exchange differences
|
(389,229)
|
(339,370)
|
-
|
(728,599)
|
|
|
Additions
|
732,619
|
86,717
|
59,891
|
879,227
|
|
|
|
|
30 September 2012
|
5,236,000
|
4,013,233
|
1,297,709
|
10,546,942
|
|
|
|
|
Amortisation
|
|
|
|
|
1 October 2011
|
-
|
-
|
1,080,829
|
1,080,829
|
|
|
Impairment charge for the year
|
-
|
-
|
-
|
-
|
|
|
|
|
30 September 2012
|
-
|
-
|
1,080,829
|
1,080,829
|
|
|
|
|
Carrying amount
|
|
|
|
|
30 September 2012
|
5,236,000
|
4,013,233
|
216,880
|
9,466,113
|
|
|
|
|
30 September 2011
|
4,892,610
|
4,265,886
|
156,989
|
9,315,485
|
|
|
|
|
The primary intangible assets are all internally generated.
|
|
|
|
|
For the purpose of impairment testing of intangible assets, recoverable amounts have been determined based
|
|
|
upon the value in use of the group's three projects.
|
|
|
|
|
Rivara gas storage facility and Ribolla Basin CBM assets
|
|
|
|
|
Despite the expected delay, a review of the latest management information and projections shows a net present
|
|
|
value significantly in excess of assets and liabilities relating to the projects. The main assumptions indicate that no
|
|
|
significant change has arisen on these calculations which would materially impact on the group.
|
|
|
|
|
The continuing analysis and testing of technical data continues to indicate that the projects are feasible.
|
|
|
|
|
The group continues to work towards, and is confident of, obtaining all the necessary approvals from regulatory
|
|
|
authorities. The group anticipates being able to raise the necessary finance to continue to develop the projects.
|
|
|
|
|
Value in use
|
|
|
|
|
Value in use has been calculated separately for the group's Rivara gas storage facility and Ribolla Basin CBM
|
|
|
assets. Cash flows are projected for the periods up to the date that the projects are expected to
|
|
|
become commercially operational and from then until operations are expected to cease, based upon management's
|
|
|
expectations. These dates depend on a number of variables, including the project's technical feasibility, regulatory
|
|
|
approval, forecast revenue prices and the associated development and operational costs.
|
|
|
|
|
The projects are expected to generate revenue after five to nine years and to continue doing so for a further 35
|
|
|
years. The directors consider that projections calculated for a period greater than five years are justified as the
|
|
|
projects are still in a development stage.
|
|
|
|
|
Key assumptions used in value in use calculations
|
|
|
|
|
The key assumptions used in the value in use calculations for the intangible assets are the expected storage and
|
|
|
useable capacity of the Rivara project, the anticipated quantity of resource available for extraction for the Ribolla
|
|
|
Basin project, costs of plant and infrastructure, expected revenue prices (specifically gas prices), expected
|
|
|
operational costs, appropriate discount rates and foreign exchange rates.
|
|
|
|
|
Management's assessment of the technical and commercial viability of the projects is supported by the evaluation
|
|
|
work undertaken by appropriately qualified persons.
|
|
|
|
|
Management has assessed the projects' individual net present values and thereby impairment on a variety of
|
|
|
bases and assumptions using, where appropriate, a number of discount rates. The impairment tests are
|
|
|
particularly sensitive to changes in the key assumptions, and changes to these assumptions could result in
|
|
|
impairment; however, all of the varying bases indicate a net present value significantly in excess of the value of
|
|
|
the intangible assets.
|
|
|
|
|
Foreign exchange rates have been based on external market forecasts, after considering long-term market
|
|
|
expectations and the countries in which the group operates.
|
|
|
|
|
The key assumptions used in the value in use calculations are as follows:
|
|
|
|
|
Assumption
|
|
Sensitivity
|
|
|
factor *
|
|
|
|
|
Rivara gas storage facility:
|
|
|
|
|
Growth rate
|
2.0%
|
|
+278.4%
|
|
|
Discount rate
|
7.0%
|
|
+32.1%
|
|
|
Capital expenditure
|
-
|
|
+26.0%
|
|
|
|
|
Ribolla Basin CBM assets:
|
|
|
|
|
Growth rate
|
2.5%
|
|
+127.2%
|
|
|
Discount rate
|
10.0%
|
|
+53.3%
|
|
|
Gas price
|
€0.27 per cubic metre
|
|
-19.3%
|
|
|
Capital expenditure
|
-
|
|
+29.5%
|
|
|
|
|
The growth rates are considered to cover increases resulting from inflation and regulatory changes.
|
|
|
|
|
* The sensitivity factor is the percentage change in each specific assumption which would, on its own, result in the
|
|
|
net present value equal to the carrying value of the intangible asset in the accounts.
|
|
|
|
|
|
The discount rates used vary depending on the nature of the projects and the anticipated stability and longevity of
|
|
|
expected cash flows.
|
|
|
|
|
|
Potential impairment of the Rivara project
|
|
|
|
|
|
The Group holds a 100% interest in Rivara Gas Storage srl Intangible assets include an amount of £5,576,000 with
|
|
|
respect to project expenditure. The regional council, Regione Emilia Romagna, where the project is located is
|
|
|
currently denying authorisation for project development. However authorisation has been granted by the national
|
|
|
government. As a result Rivara Gas Storage srl has appealed against this decision to the Emilia Romogna Bologna
|
|
|
Administrative Court and this appeal is due to be heard in thesecond half of 2014
|
|
|
|
|
|
In the event that Rivara Gas Storage srl's appeal was to be unsuccessful, there may be an indication of impairment
|
|
|
of the capitalised expenditure which could significantly reduce the carrying value of this asset.
|
|
|
|
|
9.
|
Other receivables
|
|
|
31 December 2013
|
30 September 2012
|
|
|
|
£
|
|
£
|
|
|
|
|
|
Deferred subscription payments due from non-controlling interest
|
|
-
|
|
2,781,677
|
|
|
Other receivables
|
|
401,180
|
|
804,979
|
|
|
Prepayments
|
|
63,670
|
|
47,793
|
|
|
|
|
|
464,850
|
|
3,634,449
|
|
|
|
|
Other receivables in the group and the company principally comprise recoverable Value Added Tax and expenditure
|
|
|
recharged to project partners.
|
|
|
|
|
The directors consider that the carrying amount of trade and other receivables approximated their fair value.
|
|
|
|
|
Deferred subscription payments due from non-controlling interest had been classified as current as the amounts
|
|
|
receivable were anticipated to be realised within the asset's normal operating cycle. See note 3 with regards to
|
|
|
the renegotiation and settlement of this amount during the period to 31 December 2013.
|
|
|
|
|
|
|
10.
|
Share capital
|
|
|
31 December 2013
|
30 September 2012
|
|
|
Group
|
Company
|
Group
|
Company
|
|
|
£
|
£
|
£
|
£
|
|
|
Issued, called up and fully paid
|
|
|
45,836,867 (2012: 45,836,867)
|
|
|
ordinary shares of 1p
|
458,369
|
458,369
|
458,369
|
458,369
|
|
|
|
|
The holders of ordinary shares are entitled to receive dividends from time to time and are entitled to one vote per
|
|
|
share at meetings of the company.
|
|
|
|
11.
|
Share premium account
|
|
|
31 December 2013
|
30 September 2012
|
|
|
Group
|
Company
|
Group
|
Company
|
|
|
£
|
£
|
£
|
£
|
|
|
|
|
1 October and 31 December
|
15,287,351
|
15,287,351
|
15,287,351
|
15,287,351
|
|
|
|
12.
|
Share-based payments
|
|
|
The share option scheme, which was adopted by the company on 25 November 2005, was established to reward
|
|
and incentivise the executive management team for delivering share price growth. The share option scheme is
|
|
administered by the Remuneration Committee.
|
|
|
One-off options of 16,667 granted to A R H Thomas in recognition of his contribution at the time of the company's
|
|
AIM admission remain exercisable.
|
|
|
On 4 March 2013 the company issued 200,000 share options to W G Coleman upon his appointment to the board
|
|
as chief executive officer.
|
|
|
Details of this tranche of share options outstanding at the year end are as follows:
|
|
|
Date of grant
|
01/10/2012
|
Issued/
|
31/12/2013
|
Date from which
|
Lapse
|
Exercise
|
|
Number of
|
lapsed in
|
Number of
|
options may be
|
date
|
Price per
|
|
options
|
the period
|
options
|
first exercised
|
|
option
|
|
|
18/01/2011
|
2,175,000
|
(285,000)
|
1,890,000
|
5/01/2014
|
5/01/2016
|
43p
|
|
4/03/2013
|
-
|
200,000
|
200,000
|
4/03/2013
|
3/03/2023
|
1p
|
|
|
The options outstanding at the end of the year have a weighted average remaining contractual life of 2 years.
|
|
|
The fair values of the options granted on 18 January 2011 were calculated using the binomial option pricing model.
|
|
The inputs into the model were as follows:
|
|
|
Stock price
|
43p
|
|
|
Exercise price
|
43p
|
|
|
Interest rate
|
3.51%
|
|
|
Volatility
|
65%
|
|
|
Time to maturity
|
5 years
|
|
|
Number of steps
|
|
60
|
|
|
Exercise factor
|
66.289
|
|
|
|
The fair values of the options granted on 4 March 2013 were calculated using the Black-Scholes option pricing model.
|
|
The inputs into the model were as follows:
|
|
|
Weighted average share price
|
10.62p
|
|
|
Weighted average exercise price
|
1p
|
|
|
Expected volatility
|
92.00%
|
|
|
Expected life
|
10 years
|
|
|
Risk free rate
|
2.10%
|
|
|
Expected dividend yield
|
Nil
|
|
|
|
The expected volatility was determined with reference to the company's share price since it was admitted for trading
|
|
on AIM in December 2005. The expected life used in the model has been adjusted, based on management's best
|
|
estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
|
|
|
The group recognised total expenses of £215,114 (2012: £154,956) related to equity-settled, share-based payment
|
|
transactions during the period. Of the amount recognised in the current period £20,573 related to the options issued
|
|
to G Coleman, as detailed above, the value of which has been recognised in full as they could be exercised
|
|
immediately.
|
|
Registered office
|
|
Independent Resources plc
|
Tower Bridge House, St Katharine's Way, London E1W 1DD
|
Email: [email protected]
|
|
Commercial office
|
|
1st Floor, 12 Melcombe Place, London, NW1 6JJ, United Kingdom
|
Telephone: +44 (0) 203 367 1134
|
Fax: +44 (0) 203 170 7551
|
Email: [email protected]
|
|
Technical office
|
|
Viale Liegi 41, 00198 Rome, Italy
|
Telephone: +39 06 853594
|
Fax: +39 06 2549 6286
|
Email: [email protected]
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
This information is provided by RNS
The company news service from the London Stock Exchange END FR SFWFUIFLSESM
|
|