TIDMHDY

RNS Number : 5918W

Hardy Oil & Gas plc

12 December 2019

12 December 2019

Hardy Oil and Gas plc

("Hardy", the "Company")

Half Year Results for the six months ended 30 September 2019

Hardy Oil and Gas plc (LSE: HDY), the oil and gas exploration and production company, reports its results for the six months ended 30 September 2019 (H1FY20).

All financial amounts are stated in US dollars unless otherwise indicated.

SUMMARY

Activity during the six months ended 30 September 2019

-- CY-OS/2 - The Supreme Court of India allowed the Government of India's ("GOI") appeal of an arbitration award to be appealed in the Delhi High Court. The appeal is projected to take several more years to conclude. Actions to enforce the award in foreign jurisdictions were unsuccessful.

-- PY-3 - the GOI did not agree to convene a Management Committee meeting to discuss and ratify an application to a development plan and extension to the production sharing contract. An arbitration with the PY-3 non-operating partners had concluded but the ruling of the tribunal had been continuously delayed.

Financial

-- The Group's total comprehensive loss was $0.3 million for the H1FY20 compared to a loss of $54.1 million for first half of FY19 (H1FY19) wherein CY-OS/2 was written down by $51.1 million.

-- Cash and short-term investments at 30 September 2019 excluding discontinued operations was $3.1 million; Hardy has no debt.

-- Discontinued operations - current assets and current liabilities of the discontinued operations were $12.9 million and $14.7 million respectively.

Post half year end highlights

-- 2 October 2019, the Company disposed of its oil and gas assets via the sale of wholly owned subsidiary Hardy Exploration & Production (India) Inc. (HEPI) to Invenire Energy Private Limited for gross consideration of $8.75 million.

-- 18 October 2019, Richard Galvin was appointed Executive Director of the Company and Ian MacKenzie resigned as Chief Executive Officer.

-- 25 November 2019, Blake Holdings Limited announced a Mandatory Offer of 5 pence per share for the shares of the Company valuing the Company at approximately $4.8 million. The Board recommended shareholders take no action pending the publication of the offer document.

   --        As at 30 November 2019 the Company had $10.5 million in cash and short-term investments. 

OUTLOOK

-- Focus on acquiring or establishing a company, business or asset that operates in the resources sector or other industries.

-- The Board intends to seek shareholder approval regarding investment opportunities prior to action being taken

Alasdair Locke, Chairman of Hardy, commented: "Hardy's board of directors (the "Board") will be writing to shareholders as soon as practicable with its formal response to the Mandatory Offer once Blake has posted the offer document. Further announcements will be made as and when appropriate. In the meantime, the Board recommends that shareholders should take no action."

For further information please visit www.hardyoil.com or contact:

 
 Hardy Oil and Gas plc                 01224 612900 
 Richard Galvin, Executive Director 
 Arden Partners plc 
  Ciaran Walsh 
  Paul Shackleton                      02076 145900 
 
 Tavistock                             02079 203150 
 Simon Hudson 
 Nick Ewes 
 

OVERVIEW

The Group's strategy has been to be an active participant in the upstream oil and gas industry, realise value from an India focused portfolio and pursue new opportunities as they arise. The events surrounding Hardy Exploration & Production (India) Inc's (HEPI) attempts to enforce the CY-OS/2 Award has led the Board to conclude that contracts entered into with the GOI do not provide basic protection from unilateral amendment to, deviation from, and termination of agreements. These circumstances prompted the Board to initiate a strategic review which culminated with the sale of all Indian assets and a shift in focus to identify a suitable investment for the Company's resources which remains ongoing.

Activity Review - Recommended sale of HEPI

As reported in the 2019 Preliminary Final Results Announcement, as part of the conclusion of the initial phase of its strategic review, the Board had explored numerous options to find a solution to the issues surrounding the Company's Portfolio in India and the Directors concluded that the sale of HEPI was the best option for the Company and its Shareholders for the following reasons:

-- the development work on each asset had been suspended for an extended period of time and so the Group had earned no revenue from any of the Assets since 2011 due to ongoing litigation and disputes and consequently, in recent years, the Group had been unable to commercialise or realise any value from the assets;

-- given the status of the ongoing litigation and disputes, the Group could not predict when, or if, such matters would be resolved or monetised in favour of the Group. Therefore, the Board was unable to determine when development work in respect of each asset would recommence (if at all);

-- the transaction would eliminate the need to fund the ongoing litigation and disputes going forward; and ongoing operational losses, indebtedness and associated cash outflows which would have arisen if HEPI had remand within the Group.

-- As a result of discussions with the FCA and in accordance with the requirements of the Listing Rules, the Company was required to transfer its listing on the London Stock Exchange from the current Premium Listing segment to the Standard Listing segment of the Official List. Accordingly, the Board sought authority from Shareholders at the EGM for the Transfer of Listing, which was inter-conditional on the disposal of HEPI.

As a result, for the reasons set out above, the Board recommended that the sale of HEPI was in the best interests of the Company and Shareholders voted in favour of the Transaction and Transfer of Listing at the Extraordinary General Meeting.

On 2 October 2019, the Company completed the sale of HEPI to Invenire Energy Private Limited (Invenire) for gross proceeds of $8.75 million. As part of the sale process the FCA required that shareholders simultaneously agree to the Company transferring its listing from a Premium listing to a Standard listing on the Main Market of the London Stock Exchange which took effect on 30 October 2019. A summary of the differences of the two listings was summarised in section IV (pages 26 and 27) of the Circular to shareholders dated 22 August 2019.

Mandatory Offer

On 24 November 2019, Blake Holdings Limited (Blake) announced that it will make a Mandatory offer of 5 pence in cash per share, valuing the Company at approximately $4.8 million. The Offer Document and relevant Forms of Acceptance are required to be posted to Hardy shareholders (or made available electronically in accordance with the Takeover Code) as soon as practicable and not later than 28 days after the date of the Mandatory offer announcement. The Offer Document will contain the formal terms of the Offer. The Board recommended that shareholders take no action until it had issued its response which is expected to be issued within 14 days of the publication of Blake's offer document.

Financial

The sale of HEPI took place on 2 October 2019 and as a result this segment of the Group has been classified as a discontinued operation.

The Group realised a pre-tax loss from continuing operations of $0.6 million and a pre-tax profit from discontinued operations of $0.4 million resulting in a total comprehensive loss of $0.3 million.

On 30 September 2019, assets for disposal were $12.9 million and liabilities directly associated with assets for disposal amounted to $14.7 million. Excluding assets for disposal the Group's assets and liabilities amounted to $3.2 million and $0.2 million respectively.

As at 30 September 2019, excluding assets for disposal the Group had over $3.1 million of cash and short-term investments with no debt. The Company maintains robust internal control and risk management systems appropriate for a Company of our size and resources. As at 30 November 2019 the Company had $10.5 million of cash and short-term investments.

Board Changes

Further to shareholders' vote in favour of the two resolutions at the Company's Extraordinary General Meeting on 1 October 2019, which resulted in the sale of substantially all of Hardy's assets and which constituted a change of control under the terms of his employment contract, the Company's Chief Executive Officer, Mr Ian MacKenzie, agreed with the Company that his employment would terminate effective 18 October 2019.

On 18 October 2019, Richard Galvin was appointed to the board of directors as the Executive Director. Mr Galvin has over 20 years of commercial and financial industry experience and has served Hardy for 14 years holding various management and executive roles latterly as Treasurer and Corporate Affairs Executive. Most recently, Mr Galvin was instrumental in the Company's successful sale of HEPI.

On 2 October 2019, Mr MacKenzie and Richard Galvin resigned from their directorships of Hardy Exploration & Production (India) Inc..

Objectives and outlook

Hardy's board of directors will be writing to shareholders as soon as practicable with its formal response to the Mandatory Offer once Blake has posted the offer document. Further announcements will be made as and when appropriate. In the meantime, the Board recommends that shareholders should take no action.

The Directors intend to use the Company's existing cash resources and short-term investments with the net proceeds of the cash consideration received from the HEPI sale for the purposes of acquiring or establishing a company, business or asset that operates in the resources sector or other industries should an appropriate investment opportunity present itself. The Board of Directors will continue to carry out its assessment of various identified and yet to be identified investments opportunities. The Board will not take any further steps in relation to any investments it plans to make without first consulting with shareholders.

FINANCIAL REVIEW

The Group's accounts ended 31 March 2019 contained a material uncertainty relating to the going concern of the Group. The details and circumstances carefully considered, by the Board, in coming to this conclusion were fully disclosed in notes 1b and 2 of the Consolidated Financial Statements. The subsequent sale of HEPI has resulted in those circumstances no longer being present, namely significant current liabilities to Samson Maritime Limited and other professional service providers. Furthermore the proceeds of the sale of HEPI significantly increased the resources of the Company and reduced the projected expenditures.

In the six months ended 30 September 2019, the Group recorded a total comprehensive loss of $0.3 million. As at 30 September 2019 the Company held total cash and short-term investments of $3.1 million with no debt.

 
Consolidated Statement of Comprehensive             H1 FY20       H1 FY19          FY19 
 Income 
                                                (unaudited)   (unaudited)     (audited) 
                                                US$ million   US$ million   US$ million 
---------------------------------------------  ------------  ------------  ------------ 
Revenue                                                   -             -             - 
---------------------------------------------  ------------  ------------  ------------ 
Operating Expense                                         -             -             - 
---------------------------------------------  ------------  ------------  ------------ 
Administrative expense 
 Includes the running cost of an office 
 in the UK and other basic publicly listed 
 company expenditures. The reduction in 
 administrative expenditure was primarily 
 due to the reduction of Employee and 
 Directors fees of over $0.2 million which 
 was partially offset by a $0.2 million 
 increase in legal fees.                              (0.7)         (0.8)         (1.4) 
---------------------------------------------  ------------  ------------  ------------ 
Interest and investment income 
 Interest from cash deposits and dividends 
 from short term investments in a liquidity 
 fund was $0.05 million.                                0.0           0.1           0.1 
---------------------------------------------  ------------  ------------  ------------ 
Gain (Loss) from discontinued operation 
 The current period gain is attributable 
 to the receipt of a service tax refund 
 amounting to $0.3 million and $0.2 million 
 interest accrued in the site restoration 
 fund and the profit was offset partially 
 by $0.1 million of administrative expenses. 
 In FY19 the Group wrote down $51.1 million 
 of intangible assets associated with 
 the CY-OS/2 block.                                     0.4        (53.4)          (55) 
---------------------------------------------  ------------  ------------  ------------ 
Total comprehensive loss 
 The Group's total comprehensive loss 
 in FY19 was attributable to the write-down 
 of CY-OS/2.                                          (0.3)        (54.1)        (56.3) 
---------------------------------------------  ------------  ------------  ------------ 
 
 
Group Statement of financial position                         H1 FY20          FY19 
                                                          (unaudited)     (audited) 
                                                          US$ million   US$ million 
-------------------------------------------------------  ------------  ------------ 
Non-current assets                                                  -             - 
-------------------------------------------------------  ------------  ------------ 
Current assets 
 Current assets included $3.0 million of short-term 
 investments in a liquidity fund and $0.1 million 
 of trade and other receivables associated with 
 a VAT claim and various prepaid services                         3.2           4.1 
-------------------------------------------------------  ------------  ------------ 
Assets for disposal 
 HEPI's cash and short-term investments increased 
 by $0.9 million. This increase was due to receipt 
 of a service tax refund of $1.9 million associated 
 with HEPI operated PY-3 field. Trade and other 
 receivables of $5.7 million represents amounts 
 due to be recovered from joint arrangements operated 
 by HEPI regarding PY-3 and CY-OS/2.                             12.9          10.6 
-------------------------------------------------------  ------------  ------------ 
Current liabilities 
 Comprises of payables and certain accruals associated 
 with the running of a small listed company                       0.2           0.1 
-------------------------------------------------------  ------------  ------------ 
Liabilities directly associated with the assets 
 for disposal 
 Trade and other accounts payable comprise amounts 
 due to vendors and other provisions associated 
 with various joint arrangements including the 
 award of $5.1 million due to Samson Maritime 
 plus interest accruing thereon.                                 14.7          13.1 
-------------------------------------------------------  ------------  ------------ 
 
 
Group Statement of cash flows                        H1 FY20       H1 FY19          FY19 
                                                 (unaudited)   (unaudited)     (audited) 
                                                 US$ million   US$ million   US$ million 
----------------------------------------------  ------------  ------------  ------------ 
Cash flow from (used in) operating activities 
 Cash flow from operating activities amounted 
 to $0.9 million. The discontinued operation 
 realised net cash flow of $1.7 million 
 due to a service tax return in India. 
 From continuing operations cash used 
 was $0.8 million.                                       0.9         (4.0)         (5.4) 
----------------------------------------------  ------------  ------------  ------------ 
Capital expenditure 
 The Company did not incur any material 
 capital expenditures in the year. A $0.2 
 million charge is associated with the 
 reinvestment of interest accrued on a 
 deposit committed to site restoration 
 of the PY-3 field.                                    (0.2)         (0.2)         (0.3) 
----------------------------------------------  ------------  ------------  ------------ 
Financing activity 
 The financing activity of $0.2 million 
 is entirely attributable to interest 
 and investment income, realised from 
 the PY-3 site restoration fund which 
 is an asset of the discontinued operations.             0.2           0.2           0.5 
----------------------------------------------  ------------  ------------  ------------ 
Cash and short-term investments (including 
 amounts held by HEPI) 
 The Company held $3.1 million of cash 
 and short-term investments. HEPI held 
 $2.0 million of cash which was primarily 
 held in bank accounts frozen by a Madras 
 High Court order.                                       5.3          11.9           9.2 
----------------------------------------------  ------------  ------------  ------------ 
 

The proceeds from the sale of HEPI and payment of various fees associated with sale have left the Company with a cash and short-term investment balance of $10.5 million as at 30 November 2019

Discontinued operations - The Group held interests in the following three assets, all of which are in India:

-- CY-OS/2: HEPI has a 75 per cent. participating interest ("PI") in CY-OS/2 with the remaining 25 per cent. PI being held by GAIL (together, the "CY-OS/2 uJV partners") under the terms of the CY-OS/2 Production Sharing Contract;

-- CY-OS-90/1 (PY-3): HEPI has an 18 per cent. PI in PY-3 with the remainder being held by TATA (21 per cent. PI), HOEC (21 per cent. PI) and ONGC (40 per cent. PI) (together, the "PY-3 uJV partners") under the terms of the PY-3 Production Sharing Contract; and

-- GS-OSN-2000/1 (GS-01): HEPI has a 10 per cent. PI in GS-01 with the remaining 90 per cent. PI held by Reliance (together, the "GS-01 uJV partners") which also acts as operator under the terms of the GS-01 Production Sharing Contract.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company has in place processes to the identification and management of risk by combining the Board's assessment of risk with risk factors originating from, and identified by, the Group's senior management team. Risks are identified, assessed for materiality, documented, and monitored through a risk register with senior management involved in the process. Risks that are identified as high and/or trending upwards are noted and assigned to the Executive Director to monitor and, if possible, proactively mitigate.

FY20 & FY21 Principal Risks and Uncertainties

The material risks and uncertainties previously identified were directly attributable to the operating activities of Hardy Exploration & Production (India) Inc. (HEPI). Following the sale of HEPI the Group's principal risks and uncertainties previously identified were eliminated or significantly mitigated. The underlying risks and uncertainties inherent in Hardy's current business are strategic and financial. The Board has identified principal risks and uncertainties through to FY21 and established policies and assigned responsibilities to mitigate their possible negative impact on the business, a summary of which is provided below:

 
Risk or uncertainty                         Mitigation action 
Strategic - Company intends to use the net proceeds from the sale 
 of HEPI for the purpose of acquiring or establishing a company, 
 business or asset that has operations in the resources sector 
 or other industries should an appropriate investment opportunity 
 present itself. 
Identifying an appropriate investment       Maintain open dialog with shareholders 
 - no assurance can be given that            to ensure support of proposed investments. 
 an investment in a target company           Engage with multiple brokers and 
 or business will be successful              specialists to source appropriate 
 or that any investment will be              targets. Undertake comprehensive 
 made.                                       due diligence exercises. 
                                            ------------------------------------------- 
Financial - the significant financial risks that may face the 
 Company are failure of internal controls and investment losses 
Override of internal controls               Maintain robust controls of all 
 - the assets of the Company are             banking functions. Management to 
 highly liquid.                              provide regular reporting of balances 
                                             with supporting documentation. 
                                            ------------------------------------------- 
Investment risk - the Company's             The fund has a AAA rating and as 
 excess resources are invested               a result the likelihood of the fund 
 in a single liquidity fund and              not being able to meet redemption 
 may be exposed to redemption restrictions   demand is considered very low. The 
 in the event of constraints on              Company is evaluating other practices 
 liquidity or failure of the fund            and investments that provide market 
 or devaluation.                             competitive yields considering minimal 
                                             underlying institutional risk. 
                                            ------------------------------------------- 
 

RESPONSIBILITY STATEMENT

Each of the directors of the company confirms that to the best of his or her knowledge:

a. the condensed set of financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting";

b. the half year report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year);

c. the half year report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein);

On behalf of the Board

Richard Galvin,

Executive Director

11 December 2019

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the 6 months ended 30 September 2019

 
                                              6 months        6 months      12 months 
                                                 ended           ended          ended 
                                          30 September    30 September       31 March 
                                                  2019            2018           2019 
                                                   US$             US$            US$ 
                                           (Unaudited)     (Unaudited)      (Audited) 
======================================  ==============  ==============  ============= 
 Continuing Operations 
 Revenue                                             -               -              - 
 
 Cost of Sales                                       -               -              - 
 Gross (loss) /profit                                -               -              - 
 Administrative expenses                     (690,838)       (788,847)    (1,429,754) 
======================================  ==============  ==============  ============= 
 Operating loss                              (690,838)       (788,847)    (1,429,754) 
 Interest and investment income                 45,951          71,375        123,972 
 Loss before taxation and exceptional 
  items                                      (644,887)       (717,472)    (1,305,782) 
 
 (Loss) / gain from discontinued 
  operations                                   361,169    (53,341,614)   (54,993,968) 
 
 Taxation                                            -               -              - 
 Total comprehensive loss for 
  the period attributable to owners 
  of the parent                              (283,718)    (54,059,086)   (56,299,750) 
--------------------------------------  --------------  --------------  ------------- 
 
 Loss per share 
 Basic & diluted                                (0.01)          (1.47)         (0.76) 
--------------------------------------  --------------  --------------  ------------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 6 months ended 30 September 2019

 
                         Share capital   Share Premium          Shares        Retained           Total 
                                   US$             US$    to be issued        earnings 
                                                                   US$        / (loss)             US$ 
                                                                                   US$ 
----------------------  --------------  --------------  --------------  --------------  -------------- 
 
 At 1 April 2018               737,641     120,936,441         764,488    (64,578,481)      57,860,089 
 Total Comprehensive 
  loss for the period                -               -               -    (54,059,086)    (54,059,086) 
 Adjustment of lapsed 
  vested options                     -               -       (545,708)         545,708               - 
 At 30 September 
  2018 (Unaudited)             737,641     120,936,441         218,780   (118,091,859)       3,801,003 
----------------------  --------------  --------------  --------------  --------------  -------------- 
 
 At 1 April 2018               737,641     120,936,441         764,488    (64,578,481)      57,860,089 
----------------------  --------------  --------------  --------------  --------------  -------------- 
 Total Comprehensive 
  loss for the period                -               -               -    (56,299,750)    (56,299,750) 
----------------------  --------------  --------------  --------------  --------------  -------------- 
 Adjustment of lapsed 
  vested options                     -               -       (659,545)         659,545               - 
----------------------  --------------  --------------  --------------  --------------  -------------- 
 At 31 March 2019 
  (Audited)                    737,641     120,936,441         104,943   (120,218,686)       1,560,339 
----------------------  --------------  --------------  --------------  --------------  -------------- 
 
 At 1 April 2019               737,641     120,936,441         104,943   (120,218,686)       1,560,339 
 Total Comprehensive 
  loss for the period                -               -               -       (283,718)       (283,708) 
 At 30 September 
  2019 (Unaudited)             737,641     120,936,441         104,943   (120,502,404)       1,276,621 
----------------------  --------------  --------------  --------------  --------------  -------------- 
 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the 6 months ended 30 September 2019

 
                                     30 September    30 September        31 March 
                                             2019            2018            2019 
                                              US$             US$             US$ 
                                      (Unaudited)     (Unaudited)       (Audited) 
---------------------------------  --------------  --------------  -------------- 
 Assets 
 Non-Current assets 
 Property, plant and equipment              4,721          21,841          16,811 
 Site restoration deposits                      -       5,215,647       5,076,807 
---------------------------------  --------------  --------------  -------------- 
 Total non-current assets                   4,721       5,237,488       5,093,618 
 Total non-current assets 
 Current assets 
 Inventories                                    -         659,656          20,000 
 Trade and other receivables              100,341       5,519,524       5,486,731 
 Short-term investments                 3,022,270       4,759,481       3,957,079 
 Cash and cash equivalents                 95,369         501,513         204,160 
---------------------------------  --------------  --------------  -------------- 
 Total current assets                   3,217,980      11,440,174       9,667,970 
---------------------------------  --------------  --------------  -------------- 
 Assets held for disposal              12,912,122               -               - 
---------------------------------  --------------  --------------  -------------- 
 Total assets                          16,134,823      16,677,662      14,761,588 
---------------------------------  --------------  --------------  -------------- 
 Equity and Liabilities 
 Equity attributable to owners 
  of the parent 
 Share capital                            737,641         737,641         737,641 
 Share premium                        120,936,441     120,936,441     120,936,441 
 Shares to be issued                      104,943         218,780         104,943 
 Retained loss                      (120,502,404)   (118,091,859)   (120,218,686) 
---------------------------------  --------------  --------------  -------------- 
 Total equity                           1,276,621       3,801,003       1,560,339 
 Non-current liabilities 
 Provision for decommissioning                  -       3,854,995       3,854,995 
 Current liabilities 
 Trade and other payables                 155,459       9,021,664       9,346,254 
---------------------------------  --------------  --------------  -------------- 
 Total current liabilities                155,459       9,021,664       9,346,254 
---------------------------------  --------------  --------------  -------------- 
 Liabilities directly associated       14,702,743               -               - 
  with the assets for disposal 
---------------------------------  --------------  --------------  -------------- 
 Total liabilities                     14,858,202      12,876,659      13,201,249 
---------------------------------  --------------  --------------  -------------- 
 Total equity and liabilities          16,134,823      16,677,662      14,761,588 
---------------------------------  --------------  --------------  -------------- 
 

Approved and authorised for issue by the Board of Directors on 11 December 2019

CONSOLIDATED STATEMENT OF CASH FLOWS

For the 6 months ended 30 September 2019

 
                                                                                 12 months 
                                                   6 months        6 months          ended 
                                                      ended           ended 
                                               30 September    30 September       31 March 
                                                       2019            2018           2019 
                                                        US$             US$            US$ 
                                                (Unaudited)     (Unaudited)      (Audited) 
-------------------------------------------  --------------  --------------  ------------- 
 Operating activities 
 Operating loss of continuing operations          (690,838)       (788,848)    (1,429,754) 
 Operating profit / (loss) of discontinued 
  operations                                        189,019    (53,499,373)   (55,326,687) 
                                             --------------  --------------  ------------- 
                                                  (501,819)    (54,288,221)   (56,756,441) 
 Depletion and depreciation                           4,526           5,817         10,846 
 Provision of Block CY-OS/2                               -      51,128,272     51,128,272 
 Decrease in inventory                                    -               -        639,656 
 Decrease / (increase) in trade 
  and other receivables                           (229,636)       (779,376)      (744,864) 
 (Decrease) / increase in trade 
  and other payables                              1,656,945        (50,291)        274,299 
                                             --------------  --------------  ------------- 
 Cash flow from (used in) operating 
  activities                                        930,016     (3,983,799)    (5,448,232) 
 Taxation refund                                      (451)               -        (1,719) 
-------------------------------------------  --------------  --------------  ------------- 
 Net Cash from (used in) operating 
  activities                                        929,565     (3,983,799)    (5,449,951) 
 Investing activities 
 Expenditure on other fixed assets                        -         (4,293)        (4,292) 
 Site restoration deposit                         (172,115)       (156,125)       (17,284) 
 Realised from short term investments               934,809       4,174,642      4,977,044 
                                                                             ------------- 
 Net cash from investing activities                 762,694       4,014,225      4,955,468 
 Financing activities 
 Interest and investment income                     218,111         229,135        456,691 
 Net cash from financing activities                 218,111         229,135        456,691 
                                             --------------  --------------  ------------- 
 Net increase / (decrease) in cash 
  and cash equivalents                            1,910,370         259,561       (37,792) 
                                             --------------  --------------  ------------- 
 Cash and cash equivalents at the 
  beginning of the period                           204,160         241,952        241,952 
-------------------------------------------  --------------  --------------  ------------- 
 Cash and cash equivalents at the 
  end of the period                               2,114,530         501,513        204,160 
-------------------------------------------  --------------  --------------  ------------- 
 
   1.   Accounting Policies 

These financial statements are for the six months ending 30 September 2019.

   i)    Basis of measurement 

Hardy prepares its financial statements on a historical cost basis except as otherwise stated.

   ii)   Going Concern 

The Group's accounts ended 31 March 2019 contained a material uncertainty relating to the going concern of the Group. The details and circumstances carefully considered, by the Board, in coming to this conclusion were fully disclosed in notes 1b and 2 of the Consolidated Financial Statements.

On 15 July 2019, Hardy Oil and Gas Plc ("Company") entered into a Share Purchase Agreement with Invenire Energy Private Limited ("Invenire") for selling its entire stake in its wholly owned subsidiary, Hardy Exploration & Production (India) Inc. ("HEPI") on an as-is basis, for a consideration of USD 8,750,000 ("Transaction"). The Transaction was approved by shareholders on 1 October 2019 and completed on 2 October 2019.

Following the completion of the Transaction the circumstances identified in note 1b and 2 of the Consolidated Financial Statement are no longer present, namely significant current liabilities to Samson Maritime Limited and other professional service providers. Further the proceeds of the sale of HEPI have significantly increased the resources of the Company and reduced the projected expenditures.

The Directors intend to use the Company's existing cash resources and short-term investments with the net proceeds of the cash consideration received from the HEPI sale for the purposes of acquiring or establishing a company, business or asset that operates in the resources sector or other industries should an appropriate investment opportunity present itself. The Directors have reviewed the Company's ongoing activities and having regard to the Company's existing working capital position, the Directors are of the opinion that the Company has adequate resources to enable it to undertake its planned activities over the next 12 months from the date of these financial statements.

iii) Basis of preparation

These interim consolidated financial statements are for the six months ended 30 September 2019 and have been prepared in accordance with International Accounting Standard 34 "Interim Financial Statements". The accounting policies applied are consistent with International Financial Reporting Standards (IFRS) adopted for use by the European Union.

The accounting policies and methods of computation used in the interim consolidated financial statements are consistent with those used in the Company's Annual Report for 2019 and are expected to be applied for the year ending 31 March 2020.

The Financial information has not been audited or reviewed by the auditors.

iv) Cyclicality

The interim results for the six months ended 30 September 2019 are not necessarily indicative of the results to be expected for the financial year 2020. The operations of Hardy Oil and Gas plc (HOGL) are not affected by seasonal variations.

   v)   Full year comparative information in interim results 

The financial information for the year ended 31 March 2019 does not constitute the Company's statutory accounts for that year but is derived from those accounts. Statutory accounts for 2019 are available at the Company's website. The auditors reported on those accounts and whilst their report was unqualified it highlighted a material uncertainty in relation to going concern.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the Group's annual financial statements as at 31 March 2019.

   2.   Critical Accounting Estimates and Judgments 

The preparation of the Group's financial statements requires the use of estimates and judgements that affect the carrying value of assets and liabilities at the balance sheet date and the reported amounts of revenue and expenditure for the year. These estimates and judgements are made based on management's knowledge of the facts, taking into account historical experiences and expectations of future events that are believed to be reasonable under the particular circumstances. By definition the actual results will most likely differ from the estimates made.

   3.   Segment analysis 

Post-acquisition of HEPI by Invenire Energy Private Limited, the Company operates in a single geographical segment. There are no reportable segments for the Company.

   4.   Taxation 

Considering the current uncertainty over the future of the operations and the ongoing review of the strategic objectives of the Group, a deferred tax asset on the losses carried forward has not been recognised.

   5.   Loss per share 

Loss per share is calculated on a loss of US$ 283,708 for the six months ended 30 September 2019 (September 2018: US$54,059,086) on a weighted average of 36,882,018 Ordinary Shares for the six months ended 30 September 2019 (September 2018: 36,882,018). No diluted loss per share is calculated.

   6.   Discontinued Operations 

On 2 October 2019 the Group sold the wholly owned subsidiary Hardy Exploration & Production (India) Inc and as a result has been classified as discontinued operation and is no longer presented in the segment note. The results of Hardy Exploration & Production (India) Inc incorporating consolidation adjustments, are presented below:

 
                                                                           12 months 
                                             6 months        6 months          ended 
                                                ended           ended 
                                         30 September    30 September       31 March 
                                                 2019            2018           2019 
                                                  US$             US$            US$ 
                                          (Unaudited)     (Unaudited)      (Audited) 
-------------------------------------  --------------  --------------  ------------- 
 Revenue                                            -               -              - 
 Production cost                             (40,983)       (149,621)      (867,363) 
 Administrative expenses                      230,004     (2,221,481)    (3,331,052) 
 Impairment                                         -    (51,128,272)   (51,128,272) 
-------------------------------------  --------------  --------------  ------------- 
 Operating (loss)/ gain                       189,021    (53,499,374)   (55,326,687) 
 Financial income                             172,148         157,760        332,719 
 Financial expense                                  -     (1,530,993)    (3,332,366) 
-------------------------------------  --------------  --------------  ------------- 
 (Loss)/ gain on ordinary activities 
  before taxation                             361,169    (54,872,607)   (58,326,334) 
 Taxation                                           -               -              - 
-------------------------------------  --------------  --------------  ------------- 
 (Loss)/ gain from discontinued 
  operations                                  361,169    (54,872,607)   (58,326,334) 
-------------------------------------  --------------  --------------  ------------- 
 

The major classes of assets and liabilities of discontinued operations classified as held for distribution to equity holders of the parent as at 30 September 2019 are as follows:

 
                                      As at 30       As at 30       As at 31 
                                     September      September     March 2019 
                                          2019           2018 
-------------------------------  -------------  -------------  ------------- 
 Assets 
 Property, plant and equipment           7,565         13,030         10,046 
 Inventories                            20,000        659,656         20,000 
 Trade & other receivables           5,616,475      5,447,271      5,415,692 
 Site restoration fund               5,248,921      5,215,647      5,076,807 
 Cash and cash equivalents           2,019,161        306,695        121,372 
===============================  =============  =============  ============= 
                                    12,912,122     11,642,299     10,643,917 
 Liabilities 
 Trade and other payables         (10,847,748)    (8,919,022)    (9,217,487) 
 Decommissioning provision         (3,854,995)    (3,854,995)    (3,854,995) 
===============================  =============  =============  ============= 
                                  (14,702,743)   (12,774,017)   (13,072,482) 
 Net assets/ (liabilities)         (1,790,621)    (1,131,718)    (2,428,565) 
===============================  =============  =============  ============= 
 

The net cash flows incurred by discontinued operations are as follows:

 
                                                                         12 months 
                                            6 months        6 months         ended 
                                               ended           ended 
                                        30 September    30 September      31 March 
                                                2019            2018          2019 
                                                 US$             US$           US$ 
                                         (Unaudited)     (Unaudited)     (Audited) 
------------------------------------  --------------  --------------  ------------ 
 Operating cash inflows/ (outflows)        1,620,978     (3,120,695)   (3,975,315) 
 Investing cash inflows/ (outflows)        (172,115)       (158,946)      (20,106) 
 Financing cash inflows/ (outflows)          172,148         157,759       332,719 
====================================  ==============  ==============  ============ 
 Net cash inflows/ (outflows)              1,621,011     (3,121,881)   (3,662,701) 
====================================  ==============  ==============  ============ 
 

Loss per share ($)

 
                                                                     12 months 
                                         6 months        6 months        ended 
                                            ended           ended 
                                     30 September    30 September     31 March 
                                             2019            2018         2019 
                                              US$             US$          US$ 
                                      (Unaudited)     (Unaudited)    (Audited) 
=================================  ==============  ==============  =========== 
 Basic, loss for the half year 
  from discontinued operations             (0.04)          (1.49)       (1.58) 
 Diluted, loss for the year from 
  discontinued operations                  (0.04)          (1.49)       (1.58) 
=================================  ==============  ==============  =========== 
 
   7.   Share capital 

The Company has authorised share capital of 200 million US$ 0.01 ordinary shares. Changes in issued and fully paid ordinary shares during the six months ended 30 September 2019 are as follows:

 
                                         Number US$ 
                                      0.01 Ordinary 
                                             shares       US$ 
---------------------------------   ---------------  -------- 
 At 1 April 2019                         73,764,035   737,641 
 Share options exercised during 
  the period                                      -         - 
 Restricted shares issued during 
  the period                                      -         - 
 At 30 September 2019                    73,764,035   737,641 
----------------------------------  ---------------  -------- 
 
   8.   Share Options 

Changes in outstanding share options during the six months ended 30 September 2019 are summarised below:

 
                                                            Weighted 
                                                             average 
                                      Number of options    price GBP 
----------------------------------   ------------------  ----------- 
 Outstanding at beginning of the 
  period                                        250,000         0.65 
 Lapsed during the period                       250,000         0.65 
 Outstanding at the end of the 
  period 
 Exercisable at the end of period                     -            - 
-----------------------------------  ------------------  ----------- 
 
   9.   Contingent liabilities 

Litigation

In the normal course of business, the Group may be involved in legal disputes which may give rise to claims. Provision is made in the financial statements for all claims where a cash outflow is considered probable. No separate disclosure is made of the detail of claims as to do so could seriously prejudice the position of the Group.

Others

Disputed claims amounting to approximately $0.4 million by the suppliers to discontinued operations has not been acknowledged as debt.

10. Dividends

The Board of Directors do not recommend the payment of an interim dividend for the period ended 30 September 2019.

11. Approval of interim Consolidated Financial Statements

These interim consolidated financial statements have been approved by the Board of Directors on 11 December 2019.

GLOSSARY OF TERMS

 
 $             United States Dollar 
 Board         the directors of Hardy Oil and Gas plc 
 the Company   Hardy Oil and Gas plc 
 CY-OS/2       Offshore exploration licence CY-OS/2 located 
                on the east coast of India 
 FCA           Financial Conduct Authority 
 FY            financial year ended 31 March 
 GAIL          Gas Authority of India Limited 
 GOI           Government of India 
 the Group     Hardy Oil and Gas plc and Hardy Exploration 
                & Production (India) Inc. 
 GS-01         Exploration Licence GS-OSN-2000/1 
 H1            Six months ended 30 September 
 Hardy         Hardy Oil and Gas plc 
 HEPI          Hardy Exploration & Production (India) Inc 
 HOEC          Hindustan Oil Exploration Company 
 HSE           Health Safety and Environment 
 KPI           key performance indicator 
 Km            Kilometre 
 km(2)         square kilometre 
 LSE           London Stock Exchange 
 M             Metre 
 ONGC          Oil & Natural Gas Corporation 
 PI            Participating Interest 
 PY-3          licence CY-OS-90/1 
 Reliance      Reliance Industries Limited 
 Tata          Tata Petrodyne Limited 
 UK            United Kingdom 
 uJV           unincorporated joint venture 
 

Hardy Oil and Gas plc

16 North Silver Street

Aberdeen, UK AB10 1RL

Tel: +44 (0) 1224 61 2900

Fax: +44 (0) 1224 63 3995

Investors Relations Contact Richard Galvin

IR@hardyoil.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR UAVRRKSAUAUA

(END) Dow Jones Newswires

December 12, 2019 02:01 ET (07:01 GMT)

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