31 May 2024
Reabold
Resources plc
("Reabold" or the "Company")
Full Year Results for the
year ended 31 December 2023
Reabold Resources plc, the investing company focussed on developing strategic gas
projects for European energy security, today announces its audited
financial results for the year ended 31 December 2023 and the
Annual Report is publicly available at www.reabold.com/investors/reports-presentations/.
Reporting period ended 31 December 2023
Highlights
Portfolio developments
· Acquisition
of a 26.1% interest in LNEnergy Limited ("LNEnergy"), built in
stages throughout 2023 for a total consideration of £4.3m (£1.9
million of which was in cash and the balance in 1,297,297,298 new
Reabold shares). LNEnergy's primary asset is an
exclusive option over a 90% interest in the Colle Santo gas field,
a highly material gas resource with an estimated 65bcf of 2P
reserves,
with two production wells already drilled and a development-ready
field, subject to approvals and permits. Financing and approvals
are progressing well for the liquified natural gas ("LNG") field
development.
Balance sheet and capital allocation
· Cash
of £5.4 million as at 31 December 2023; net assets of £42.2
million
· Cash
proceeds of £5.2 million received during the financial year for
second tranche proceeds from the sale of Corallian
· £263,000 returned to shareholders through share buybacks as
part of the distribution of Corallian sale proceeds, with a further
£75,000 returned post period end.
Post Period End Highlights
· Final
tranche cash proceeds of £4.4 million for the sale of Corallian,
received from Shell in January 2024; Reabold net cash of £8.2
million as at 30 April 2024
· At West Newton, a
Gas Export Feasibility study completed by independent energy
consultants, CNG Services Limited, concluded that as a precursor to
the intended West Newton full field development, an initial single
well development and gas export plan can accelerate production and
cash flow whilst requiring limited capital expenditure, giving the
joint venture the ability to drill future wells out of cash flow.
See Review of Operations section for further details.
· Execution of a non-binding Heads of Agreement
between Gunvor International B.V. ("Gunvor") and LNEnergy
for the purchase of LNG by Gunvor from LNEnergy from the Colle
Santo gas field.
ENDS
For further information, contact:
Reabold Resources plc
Sachin Oza
Stephen Williams
|
c/o Camarco
+44 (0) 20 3757 4980
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Strand Hanson Limited - Nominated & Financial
Adviser
James Spinney
James Dance
Rob Patrick
Cavendish - Broker
Neil McDonald
Pearl Kellie
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+44 (0) 20 7409 3494
+44 (0) 20 7220 0500
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Camarco
Billy Clegg
Rebecca Waterworth
Sam Morris
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+44 (0) 20 3757 4980
|
Notes to Editors
Reabold Resources plc has a
diversified portfolio of exploration, appraisal and development oil
& gas projects. Reabold's strategy is to invest in low-risk,
near-term projects which it considers to have significant valuation
uplift potential, with a clear monetisation plan, where receipt of
such proceeds will be returned to shareholders and re-invested into
further growth projects. This strategy is illustrated by the recent
sale of the undeveloped Victory gas field to Shell, the proceeds of
which are being returned to shareholders and
re-invested.
Strategic Report
Chair's letter
In the financial year ended 31
December 2023, Reabold continued with its strategy of identifying,
investing in, maturing and monetising undeveloped gas discoveries
with significant resources and near-term production potential. Our
emphasis is on investing in UK and European gas assets to enhance
domestic energy supply and security, which has been exposed in
recent years by the Ukraine war. The sale of the Victory strategic
gas project to Shell U.K. Limited ("Shell") in late 2022 reaffirmed
our view that there is further opportunity for value creation by
applying our strategy to similar assets. Portfolio activity
undertaken in 2023 reflects this approach; Reabold reinvested some
of the proceeds from the Victory transaction into a significant new
opportunity in Italy, the Colle Santo onshore gas field, and
continued to commit resources to and develop the attractive
prospects of the PEDL183 onshore licence at West Newton in the UK.
Other investments in the Reabold portfolio, such as the Romanian
licences, continue to hold attractive optional value in the
long-term but were not a capital allocation priority in
2023.
At West Newton, we were pleased to
receive approval permits from the Environment Agency, a key step
forward in enabling further licence activity. We were however
disappointed with the delay in drilling of the first development
well, which had been targeted for the second half of 2023. Rathlin,
the site operator, was unable to resolve funding for its own share
in 2023, which we believe is a consequence of the fiscal and
political instability in the UK. With a strong balance sheet
throughout the year and £8.2 million of cash as at 30 April 2024,
Reabold has more than sufficient funding for its direct share of
the planned drilling on the licence. And having confirmed a
materially lower phased capital expenditure plan for a single well
development and early cash flow from production, ahead of the full
field development longer-term, we now look forward to an enhanced
level of interest and the resolution of Rathlin's funding situation
in 2024 through a potential farm-out arrangement or other sources
of capital. As a Board, we remain confident in the prospects for
West Newton and are fully focused on realising the asset's
significant value potential for shareholders.
Outside the UK, we took the
decision to build a significant stake (26.1% by the end of 2023) in
LNEnergy for a total cost of £4.3 million (£1.9 million in cash and
£2.4 million via the issuance of 1,297,297,298 new ordinary
shares). We were attracted to LNEnergy because of the exclusive
option it has over a 90% interest in the Colle Santo gas field, a
highly material onshore gas resource in central Italy, with two
production wells already drilled and a field that is development
ready, subject to the approvals process. The primary focus for this
asset in 2023 was to progress the necessary regional and national
approvals required to begin operations. We are encouraged by the
favourable momentum in this approvals process throughout 2023 and
into the current financial year, helped by the political desire to
improve domestic energy security. LNEnergy is working towards
securing all necessary permits in the near future. It is also
pleasing to report that LNEnergy has secured a well-known, highly
experienced technical partner, Italfluid, to act as contract
operator and, since the period end, has signed a Heads of Agreement
with Gunvor, a leading global LNG trader, for the purchase of LNG
from the Colle Santo production facility. 2024 will be an important
year in gaining all the formal approvals and operationalising the
site to start producing first gas and generating early cash flow,
currently targeted for 2025.
From a corporate and governance
perspective, 2023 was a year of mixed fortunes and outcomes. The
Board and management team had to deal once again with the unwelcome
distraction of a second unsuccessful general meeting requisition,
driven by Kamran Sattar of Portillion Capital. This consumed
valuable time and resource from our efforts to progress our two key
assets in the UK and Italy, as described above. With the cash
proceeds from the Victory asset sale on our balance sheet, we
initiated a share buyback programme - returning £263,000 to
shareholders in 2023 and a further £75,000 post period end. Our net
assets on the balance sheet were £42.2 million, well above the
market capitalisation of the Company at the time of writing. It is
now our duty to ensure the full potential and value of Reabold's
portfolio is delivered to shareholders. As
a Board, we remain confident that this can be achieved, and we look
forward to updating you on our progress throughout the
year.
Jeremy Edelman
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Chair
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30 May 2024
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Strategy and business model
Reabold is an investing company
focussed on developing strategic European gas assets to secure
European gas supply and energy security. Reabold has a diversified
portfolio of gas assets comprised of development, appraisal and
exploration projects. Reabold aims to generate shareholder value by
making disciplined and focused investments to grow our business.
Reabold's strategy is to invest in existing undeveloped gas
discoveries with significant resources and near-term production
potential, which have considerable valuation uplift potential and a
clear monetisation plan. Proceeds from monetisation events are
balanced between shareholder returns and re-investment into new and
existing projects.
We are preparing for the future
and responding to the increased focus on energy security brought
about by the rise in geopolitical conflict and instability in the
region, and globally. Concern about energy shortages and
vulnerability to geopolitical events has prompted many governments
to prioritise access to more domestically produced energy and
reduce their dependency on imported gas. Reabold aims to contribute
to Europe's energy security by unlocking potential sources of
near-term domestic gas supply, at a time when the continent is
exposed to potentially significant gas supply disruptions. In
this regard, the Company identified, matured and sold the strategic
Victory gas project in the UK to Shell
for £32.0m (£12.7m net to Reabold).
We are focused on the disciplined
allocation of capital to deliver on our strategic objectives.
Reabold's current focus is on its two key gas assets that have
strong parallels with Victory: West Newton (UK onshore) & Colle
Santo (Italy onshore). Similar to Victory, both assets are highly
material, undeveloped gas discoveries in Europe. Full details of
these operations are included in the Review of
Operations.
Key performance indicators (KPIs)
The Group's main business is to
invest in direct and indirect interests in exploration and
development gas projects. Reabold's long-term strategy is to
re-invest capital generated through monetisation of its investments
into new projects in order to grow the Company and create value for
its shareholders. The Company tracks its new business
development objectives through the building of a risk-balanced
portfolio of assets. The Company reviews its KPIs on an ongoing
basis as it moves through the lifecycle of its strategy to ensure
they continue to serve as a useful measure of our strategic
performance.
The Board assesses the performance
of the Group across measures and indicators that are consistent
with Reabold's strategy and investor proposition.
The KPIs are:
KPI
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Definition
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Performance
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KPI 1
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Portfolio enhancements
Grow value through material
investments, project delivery and commercial discoveries
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· Accumulated a 26.1% interest in LNEnergy in 2023 whose
primary asset is an exclusive option over a 90% interest in the
Colle Santo gas field onshore Italy. The Colle Santo gas field is a
highly material gas resource with an estimated 65Bcf of 2P
reserves, with two production wells already drilled and
flow-tested, making the field development ready. LNEnergy believes
that the field has the potential to generate an estimated €11-12m
of gross post-tax free cash flow per annum.
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KPI 2
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Future financial prosperity
Liquidity events, and successful
fundraising
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· Reabold received £5.2 million in cash in 2023 which
represented the second tranche of the consideration from the
Corallian disposal, following Shell's decision to continue to
pursue the development of the Victory gas field. A further £4.4
million was received in January 2024.
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KPI 3
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Financial discipline
Ensuring business is run to budget
via accurate forecasting, maintaining significant cash buffer and
resilient balance sheet
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· Cash
position as at 31 December 2023 was £5.4 million (£8.2 million at
30 April 2024). Reabold is fully funded for all intended activities and
commitments in 2024.
· Net
assets as at 31 December 2023 were £42.2 million.
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KPI 4
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Growth in NAV per share
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· Broker risked NAV remains unchanged at 1.2p/sh
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KPI 5
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Total shareholder return over a calendar
year
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· The
share price started the year at 0.21p and finished the year at
0.11p
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KPI 6
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Risk and controls
Zero recordable incidents, ethical
misconduct, breaches of laws or regulations, penalties. Accurate
and compliant financial resources data
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· The
Company did not have any recordable incidents or injuries in 2023.
There were no instances of misconduct, breaches of laws or
regulations, regulatory actions or penalties. The Company was
compliant with all its financial reporting deadlines.
|
Co-Chief Executive Officers' Review of
Operations
In 2023, it became even clearer
that Europe needs a secure, affordable and lower carbon energy
system. The Russia-Ukraine war continued in 2023 and renewed
conflict in the Middle East has raised political tensions.
Reabold's strategy is to improve Europe's energy security by
unlocking potential sources of near-term domestic gas supply, at a
time when Europe is exposed to potentially significant gas supply
disruptions. In this regard, the Company identified, matured and
sold the strategic Victory gas project to Shell
for £32.0m (£12.7m net to Reabold).
The last few years were about
generating options. In 2024, and as we drive to 2025, we will focus
on our two key gas assets that have strong parallels with Victory,
namely West Newton in the UK and Colle
Santo in Italy, where the Company plans to apply the
same successful strategy demonstrated with Victory. We will
discuss the details of each project below.
UK Onshore
Rathlin Energy (UK) Limited and
West Newton - PEDL183
West Newton is an onshore
hydrocarbon discovery located north of Hull, England. To date,
three successful wells have been drilled at West Newton (A-1, A-2
and B-1z) confirming a major discovery - potentially one of the
largest hydrocarbon fields discovered onshore UK. Rathlin Energy
(UK) Limited ("Rathlin") is the operator of the licence in which it
holds a 66.67% interest. Reabold has a 59.5% shareholding in
Rathlin and a direct 16.67% interest in the licence, giving the
Company an aggregate c. 56% economic interest in West Newton. The
other co-venturer on the licence is Union Jack Oil with a 16.67%
direct interest.
A Gas Export Feasibility study
completed by CNG Services Limited in the first half of 2024,
concludes that, as a precursor to the intended West Newton full
field development, an initial single well development and gas
export plan can accelerate production and cash flow whilst
requiring limited capital expenditure. With the industry currently
suffering from a lack of available development capital, the ability
to achieve early production with limited capex is strategically
extremely valuable. Initial gas production will be from a single
horizontal well, processed through a modular plant, tied in from
the A site to the National Transmission System at an existing above
ground installation via a pipeline. The single well development
plan benefits from early cash generation with the ability to drill
future wells out of cash flow. Drilling of the next well at West
Newton is subject to Rathlin funding and regulatory approval.
Following drilling and testing of this horizontal well, first gas
is expected 18 months later with an associated development capex
estimated to be c.£12 million. Although early production from the
single well development demonstrates highly attractive standalone
economics and would support future wells being drilled from
cashflow, it is envisaged that it will be a precursor to the full
field conceptual development plan which had an associated
pre-tax NPV(10) of US$222 million, net to Reabold, based on
the PEDL183 CPR effective 30 June 2022.
In May 2024, Reabold commissioned
GaffneyCline to perform a carbon intensity study for the West
Newton field. The GaffneyCline study highlighted the
following:
· The
West Newton project has an AA rating for Carbon Intensity for its
potential upstream gas and condensate production, the lowest
possible carbon intensity rating category on GaffneyCline's
scale
· The
West Newton field has a Carbon Intensity significantly lower than
the UK average and onshore and offshore analogues. It is also
significantly lower than the average imported LNG, based on the
NSTA Natural Carbon Footprint Analysis published in July
2023
· Based on the study, GaffneyCline estimates that West Newton
could produce the equivalent of just 2.87 grams of CO2 per
megajoule of energy developed (gCO2eq./MJ)
· As
the development proceeds and project knowledge increases, there is
potential to improve the Carbon Intensity by further reducing
fugitive, flaring and venting emissions and by gas-to-grid
development, reducing on site gas and condensate processing, and
using the shortest possible route to the National Grid
The AA rating demonstrates the low
carbon credentials of the West Newton project and is an example of
the opportunities available in the UK to power the country through
lower carbon, home grown energy, rather than relying on expensive
and more carbon intensive imports. For more information, please see
the ESG section of this report on pages 15-17.
The joint venture has a commitment
to the North Sea Transition Authority ("NSTA") to drill and test a
new Kirkham Abbey deviated or horizontal well by June 2024 and to
recomplete or sidetrack and test one of the existing wells in that
same timeframe. As mentioned above, drilling of the first
development well is subject to Rathlin securing funding. There is
an active process underway to assess options to source funding for
Rathlin's share of the cost, including through a farmout, or
through further investment from Reabold, which, following the
receipt of the proceeds from Shell, the Company could potentially
provide, in addition to funding its own share. As a result of
Rathlin's funding shortfall, drilling of the first development well
will not be completed prior to June 2024. Rathlin, as operator, has
initiated discussions with the NSTA to defer the deadlines for
these commitments.
Italy - LNEnergy
Colle Santo Gas Field
In May 2023, Reabold acquired a
3.1% interest in LNEnergy for cash consideration of £250,000 and
received options to acquire, at its sole discretion, further shares
in LNEnergy. In June 2023, Reabold exercised certain of these
options to increase the Company's stake in LNEnergy to 16.2%
through a cash consideration of £500,000 and the issuance of
810,810,811 new ordinary shares as consideration for the increased
investment. In September 2023, Reabold increased its stake in
LNEnergy to 17.6% for a further cash consideration of £250,000. In
November 2023, Reabold increased its interest in LNENergy by 0.8%
to 18.4% through a partial exercise of the remaining option for a
cash consideration of £150,000. In December 2023, Reabold exercised
the remainder of the final option to increase its stake in LNEnergy
to 26.1% through a cash consideration of £750,000 and the issuance
of 486,486,487 new ordinary shares as consideration for the
increased investment.
LNEnergy's primary asset is an
exclusive option over a 90% interest in the onshore Colle Santo gas
field in Abruzzo, Italy. With 65bcf of 2P reserves, as estimated by
RPS as of 30 September 2022, this is a highly material undeveloped
onshore gas resource. Reabold believes this is the largest onshore
proven undeveloped gas field in mainland Western Europe. The field
is development ready subject to permits and approvals. Two wells
have already been drilled and are available for production, with no
additional drilling being required. The development will consist of
a small-scale LNG facility to produce initially at 10mmcf/d from
the existing two wells with over 20 years of ultimate production.
LNEnergy believes that the field has the potential to generate an
estimated €11-12m of gross post-tax free cash flow per
annum. First gas is targeted for 2025.
Demand for LNG is expected to
continue to grow. LNG is critical to the energy transition and
plays an important role in enabling countries to replace coal-fired
power generation with a less carbon-intensive alternative, and
provides grid stability alongside wind and solar power in
electricity generation. The Italian government has recently
approved a decree, which was converted into law in February 2024,
to boost the country's renewable energy production and energy
security. The decree provides incentives to build plants for energy
production from renewable sources, such as the liquefaction of
natural gas; the release of new licences for the exploitation of
gas fields aimed at providing gas to industries with high gas
consumption, at competitive prices; incentives for LNG terminals
and incentives for carbon dioxide storage programmes.
In August 2023, Reabold announced
that LNEnergy had received a letter from the head of the Italian
National Bureau of Hydrocarbons and Georesources ("UNMIG"), the
minerals division of Italian Ministry of Environment and Energy
Security ("MASE"), giving permission to carry out well integrity
and well service testing on the two existing wells and to start
work on the installation and commissioning of the monitoring
network at the Colle Santo gas field. The letter is a positive
indication of support for the development of the Colle Santo gas
field and the next stage is to receive a formal decree from MASE to
conduct the work.
In December 2023, LNEnergy
reported that it had filed the Environmental Impact Study ("EIS")
for the new small-scale LNG development plan at the Colle
Santo gas field with MASE. This is a further step towards achieving
the granting of a production concession at Colle Santo. The
study was performed on behalf of LNEnergy by its technical partner
Italfluid, and various subsidiary companies of Italfluid, along
with several independent technical specialists.
The Company also notes that
LNEnergy's application for concession has been recognised by MASE,
as a project that meets the requirements of the Italian
government's National Integrated Plan for Energy and Climate and
National Plan for Economic Recovery, for which €12
billion in grants and economic incentives have been made
available by executive decree.
On 2 May 2024, Reabold announced
the execution of a non-binding Heads of Agreement ("HoA")
between Gunvor and LNEnergy for the purchase of LNG by
Gunvor from LNEnergy from the Colle Santo gas field. The HoA
provides the terms on which Gunvor will purchase LNG from LNEnergy
at its planned small-scale LNG production facility at the Colle
Santo gas field. Gunvor will purchase approximately 44,000 tonnes
of LNG per annum. The point of sale will be the truck loading
flange at the small-scale LNG plant, and the LNG will then be
delivered by truck in Italy. The price for the LNG will be
aligned with the Italian PSV price. The contract term will be for
an indefinite period with a minimum term of five years.
The HoA also provides for a
potential prepayment by Gunvor for a portion of the first five
years of deliveries, with such amounts subject to prepayment being
a total of approximately 66,000 tonnes of LNG, or 999,000 MWh. The
average forward Italian PSV gas price for the years 2025-2030 is
currently approximately €30 / MWh. The prepayment is
conditional on agreeing definitive transaction documentation and
LNEnergy obtaining the required permits to construct and operate
the LNG production facility.
On the basis of the HoA, LNEnergy
and Gunvor intend to negotiate a fully-termed LNG sale and purchase
agreement over the next six months. During such time, LNEnergy will
exclusively discuss the sale and purchase of LNG from Colle
Santo with Gunvor, whilst concurrently focusing its efforts on
obtaining the required permits to construct and operate the LNG
production facility.
UK Offshore
Victory contingent consideration
receivable
Following the receipt of the
initial £3.2 million net to Reabold
in November 2022, for the sale of Corallian, Reabold received a
further £5.2 million in December 2023. In January 2024, Reabold
received the final tranche payment, following Shell's receipt of
development and production consent for the Victory gas field from
the North Sea Transition Authority, taking Reabold's final
proceeds for the sale of its 49.99% interest in Corallian to £12.7
million.
Licences retained - P2605, P2504
(both 100%) and P2486 (10%)
In 2023, Reabold relinquished
interests in five North Sea licences: (P2464 and P2493 (both 100%),
P2332 (30%), P2329 and P2427 (10%)). Reabold relinquished its 36%
interest in licence P2478 in March 2024.
Discussions to farm down Reabold's
remaining North Sea licences to help fund the de-risking and value
creation process continues, however, the energy profits levy and
political uncertainty in the UK has created difficulties for the
farmout process.
Romania - Danube Petroleum Limited
Reabold has a 50.8% equity
position in Danube Petroleum Limited ("Danube"), with ASX listed
ADX Energy Ltd ("ADX") holding the remaining 49.2%. Danube has a
100% interest in the Parta exploration and Iecea Mare production
licence in Western Romania, which include the IMIC-1 discovery and
the IMIC-2 prospect.
During the reporting period,
following several positive meetings with the governing authority,
ADX has submitted technical and financial documents in relation to
the Parta Exploration Licence to the relevant Romanian authorities
for the possible extension of the current licence period (note: the
validity of the Iecea Mare production licence is 20 years and not
affected). The governing authority is the National Agency for
Mineral Resources (NAMR) which is supporting the extension which
can be granted through a government process. ADX is currently
providing several reports to assist NAMR with documenting the
extensive past activity with the objective of receiving a de facto
waiver on the fulfilment of the obligatory work
programme.
With regards to the Iecea Mare
Production Licence, ADX has forwarded the 2024 work programme to
the government agency and is reviewing options to convert part of
the licence into a geothermal prospecting area.
USA - Daybreak
Reabold has a 42% shareholding in
Daybreak Oil and Gas Inc ("Daybreak"). Daybreak is an OTC traded
oil and gas company engaged in the exploration, development and
production of onshore crude oil and natural gas, primarily in
California. Further details on Daybreak can be found on its website
at www.daybreakoilandgas.com/.
Sachin Oza
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Stephen Williams
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Co-Chief Executive
Officer
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Co-Chief Executive
Officer
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30 May 2024
|
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Financial
review
Group Income Statement
The Group's loss for the year
ended 31 December 2023 was £7.2 million (2022: £45,000).
The Group incurred a loss of £2.7
million on financial assets (2022: £1.9 million) The loss primarily
arose from a decline in the market value of Daybreak's shares (£3.5
million), partly offset by an increase in the fair value of
contingent consideration receivable (£0.8 million) from the sale of
Corallian in 2022.
Reabold's share of loss of
associates was £0.6 million (2022: £1.6 million). The decrease was
largely due to the absence of non-cash impairment charges which
Corallian had incurred in 2022. See Note 15 for more
information.
Reabold received cash proceeds of
£5.2 million in 2023 related to the sale of Corallian to Shell in
2022, however the gain on this sale was recorded in 2022, when the
sale completed, and as such no gains were recorded in the income
statement in 2023. In 2022, the net gains on sale of
businesses of £5.0 million related to the gain on sale of Corallian
(£7.3 million) offset by a loss on disposal of Reabold California
(£2.3 million).
Exploration expenses of £1.6
million were incurred in 2023 (2022: £74,000). The increase in 2023
was principally related to exploration expenditure written off as a
result of the relinquishment of several North Sea licences. See
Notes 7 and 13 for further details.
Administrative expenses for the
year were £2.2 million (2022: £1.7 million). The increase was
mainly driven by an increase in legal fees in relation to the step
acquisitions of LNEnergy, as well as inflationary impacts across
the majority of suppliers.
In 2023, Reabold incurred £190,000
(2022: £191,000) in legal and professional fees, which Rebold has
classified as non-underlying items, in relation to the successful
defence from a second attempt, from a group of beneficial
shareholders, to remove the entire Board of Directors of Reabold
and replace them with four new directors. All resolutions proposed
by the requisitioning shareholders were rejected at a general
meeting held in January 2024 (2022: rejected at a general meeting
held in November 2022).
Group Balance Sheet
Exploration and evaluation assets
increased by £0.2 million from £6.8 million at 31 December 2022 to
£7.0 million at 31 December 2023. Additions at West Newton of £0.3
million and the acquisition of four Southern North Sea licences for
£1.2 million as part of the acquisition of Simwell Resources were
offset by exploration write-offs of £1.4
million.
Investments in associates
increased from £22.3 million at year end 2022 to £26.1 million at
year end 2023, primarily as a result of the step acquisitions of
LNEnergy during the year. See Note 15 for further
information.
Other long-term investments
decreased by £3.5 million as a result of the decline in value of
Daybreak's shares. Other short-term investments decreased from £8.7
million to £4.4 million following the receipt of £5.2 million of
contingent consideration for the sale of Corallian to Shell in
2022. The movement in short-term investments also included
favourable movements of £0.8 million due to the fair value
accounting of contingent consideration. See Note 16 for further
information.
The increase in share capital from
£9.0 million to £10.6 million arose from shares issued as
consideration for the acquisition of Simwell Resources Limited
(£0.2 million) and shares issued as part of the investment into
LNEnergy (£1.3 million). The decrease in the share premium account
from £29.0 million to £1.1 million relates to a capital reduction
of £29.4 million, offset by the premium on shares issued as part of
the consideration for Simwell Resources Limited (£0.4 million) and
the premium on shares issued as part of the investment in LNEnergy
(£1.1 million). The capital reduction ensures the Company has
sufficient distributable reserves to make distributions to
shareholders.
Overall, net assets decreased from
£46.5 million at 31 December 2022 to £42.2 million at 31 December
2023.
Group cash flow statement
Net cash used in operating
activities was £2.2 million in 2023, compared with £1.8 million in
2022. The net cash used in operating activities was primarily
driven by administration expenses of £2.2 million.
Cash flow from investing
activities was an inflow of £2.3 million, compared with an inflow
of £2.4 million in 2022. The cash flow from investing activities in
2023 included cash capital expenditure of £2.9 million (compared
with cash capital expenditure of £0.7 million in 2022). The
increase in cash capital expenditure was primarily driven by the
acquisition of Simwell Resources Limited and the step acquisitions
of LNEnergy. Divestment proceeds in 2023 were £5.2 million compared
with £3.2 million in 2022 - both amounts relate to cash receipts
from the sale of Corallian to Shell in 2022.
Cash flow from financing
activities in 2023 was an outflow of £0.3 million, compared with
nil in 2022, due to the repurchase of shares in 2023.
Liquidity
Cash and cash equivalents were
£5.4 million at 31 December 2023 (2022: £5.5 million). The Group
has no debt.
Commitments
The Group does not have any signed
contractual capital commitments as at 31 December 2023 (2022: nil),
however the group does have obligations to carry out defined work
programmes on its licences, under the terms of the award of rights
to these licences. The Company is not obliged to meet other joint
venture partner shares of these programmes.
PEDL 183
The joint operation between
Rathlin, Reabold and Union Jack have a commitment to drill and test
a new Kirkham Abbey deviated or horizontal appraisal well by June
2024. The joint venture has also committed to recomplete or
sidetrack and test one of the WNA-1, WNA-2 or WNB-1Z wells in that
same timeframe. The Company estimates its 16.67% share of costs for
these commitments to be c.£2.2 million. Rathlin, the operator of
PEDL183, is working with the NSTA to defer these commitments to
allow the time necessary for Rathlin to obtain sufficient funding
for its share of the commitments.
UK North Sea
Reabold estimates its share of
firm exploration and appraisal work commitments on its North Sea
portfolio to be c.£50,000 over the course of 2024. The Company has
not yet taken a decision on whether to drill on any of its North
Sea licences.
Principal risks and uncertainties
Reabold operates in an environment
subject to inherent risks and uncertainties. The Board regularly
considers the principal risks to which the Group is exposed and
monitors any agreed mitigating actions. The overall strategy for
the protection of shareholder value against these risks is to carry
a broad portfolio of assets with varied risk/reward profiles, and
to retain adequate working capital. The risks faced by the Company
can, and are likely to, change with progress in the Company's
strategy and developments in the external business
environment.
The risks discussed below,
separately or in combination, could have a material adverse effect
on the implementation of our strategy, our business, financial
performance, liquidity, prospects, shareholder value and returns
and reputation.
Risks
|
Mitigation
|
Strategic, Commercial and Operational
Risks
|
|
Investment Returns: Stock
market support may be eroded, lowering investor appetite and
obstructing fundraising if we fail to scale our business at pace,
make poor investment choices or fail to sustain and develop a
high-quality portfolio of assets.
|
· Management regularly communicates its strategy to
shareholders.
· Focus is placed on building a diverse and resilient asset
portfolio capable of offering prospectivity throughout the business
cycle. The Group continually reviews its portfolio of assets to
identify internal growth opportunities.
· The
Company seeks to limit its financial dependence on any one single
asset by holding a diversified portfolio and re-investing capital
generated through monetisation of its investments into new projects
in order to grow the Company and create value for its
shareholders.
· The
Group engages with a range of advisers and active competitor
monitoring to provide a range of opportunities for
screening.
· The
Group also engages third-party assurance experts to review,
challenge and, where appropriate, make recommendations to improve
the processes for project management, cost control and governance
of projects.
· The
Directors regularly monitor the appropriateness of the strategy
taking into account both internal and external factors, and the
progress in implementing the strategy, and may modify the strategy
based on developments.
|
Prices and Markets: Decreases
in oil and/or gas prices could have an adverse effect on the demand
for oil and/or gas. If these reductions are significant or for a
prolonged period, we may have to write down assets and investments
and reassess the viability of certain projects, which may impact
future cash flows, profit, capital expenditure, the ability to work
within our financial frame and maintain our investment
programme.
|
· Contingency is built into the evaluation, planning and
budgeting process to allow for the downside movements in commodity
prices.
· Reabold's business model is to invest in undervalued oil and
gas assets that would be able to deliver profitably under current
reasonable oil/gas price assumptions, are at the lower end of the
industry cost curve and will be competitive against other sources
of hydrocarbons.
|
Accessing, progressing and delivering hydrocarbon
projects: Inability to access and
progress hydrocarbon resources could adversely affect delivery of
our strategy. Challenging operational environments and other
uncertainties could impact drilling and production activities.
Challenges include uncertain geology; the existence and
availability of necessary technology and engineering resources; the
availability of skilled labour; the existence of transport
infrastructure; project delays; the expiration of licences; delays
in obtaining required permits; potential cost overruns; and
technical, fiscal, regulatory, political and other
conditions.
|
· The
Group and its investee companies undertake extensive analysis of
available technical information to determine work
programmes.
· Appraisal programmes are designed to de-risk the overall
field development. Well and seismic data is continually reviewed to
best allocate capital and make drilling decisions.
· Downside risk can be reduced by entering into risk sharing
arrangements.
· The
Group retains working capital reserves to cover any delays or cost
overruns
|
Liquidity, financial capacity and financial
exposure: External market
conditions can impact our financial performance. Insufficient
liquidity and funding capacity of the Group and its investee
companies could adversely impact the implementation of the Group's
strategy and restrict work programmes due to lack of
capital.
|
· Management has a clear strategy for value realisation and
creation as evidenced by the realisation of value from the
Corallian sale in 2022.
· The
Group maintains a strong balance sheet by maximising cash to ensure
sufficient liquidity within the business. The Group has no
debt.
· Cash
forecasts are monitored including considering multiple
scenarios.
· The
Company has demonstrated it can raise incremental capital if
needed.
· The
Group continually monitors its capital allocation and will only
pursue programs that are of appropriate size and risk relative to
the Group's capital resources.
|
Joint arrangements: Most of
our projects and operations are conducted in joint arrangements or
with associates. This could reduce our degree of control and our
ability to identify and manage risks. Varying levels of control
over the standards, operations and compliance of our partners could
result in legal liability and reputational damage.
|
· For
every project which is conducted via an associate, Reabold seeks to
appoint a director to the board of the associate, whose
responsibility is to manage performance and create and protect
value for Reabold. With a director on the board, Reabold seeks to
influence operators and other partners to adapt their practices in
order to drive value appropriately and to mitigate identified
risks.
· The
Group continually engages with its operating partners and closely
monitors the operation of its assets.
· The
Group completes thorough due diligence reviews before entering
future partnerships to ensure that their strategic and operational
objectives are aligned with those of the Group.
|
Climate change: A global
transition to alternative energy sources could have an adverse
impact on demand for oil and gas, commodity prices and/or the
Group's access to and cost of capital. Developments in policy, law,
regulation, technology and markets including societal and investor
sentiment, related to the issue of climate change and the
transition to a lower carbon economy could increase costs,
constrain our operations and affect our business plans and
financial performance.
|
· Management looks for opportunities to deliver low carbon
intensity production into the UK market by using low carbon
intensity facilities, including potential re-use of existing
infrastructure.
· The
Group's "investment horizon" is considered to fall within time
frames too short to be materially affected by the Paris Agreement
2˚C scenario.
· The
Group's resources are weighted towards gas which is playing a key
role in the national energy transition.
|
Talent and capability:
Inability to attract, develop and retain people with necessary
skills and capabilities could negatively impact delivery of our
strategy.
|
· Recruitment and retention of key staff through providing
competitive remuneration packages and stimulating and safe working
environment. Balancing salary with longer term incentive
plans.
|
Geopolitical: Exposure to a
range of political developments and consequent changes to the
operating and regulatory environment (including events relating to
the Russia-Ukraine conflict) could cause business
disruption.
|
· We
continually monitor geopolitical developments.
· Management maintains regular communication with regulatory
authorities.
· The
Company aligns its standards and objectives with government
policies as closely as possible.
· The
Group does not consider that it has a material adverse exposure to
the geopolitical situation with respect to the sanctions imposed on
Russia, although recognises the evolving situation is causing price
volatility. The Group will continue to monitor its position to
ensure it remains compliant with any sanctions in place.
|
Digital infrastructure, cyber security and data
protection: Breach or failure of
our third parties' digital infrastructure or cyber security,
including loss or misuse of sensitive information could damage our
operations, increase costs and damage our reputation.
|
· The
Group employs specialist support to detect and monitor threats
using security protection tools.
· We
build awareness with our employees and share information for
continuous learning
|
Compliance and control risks
|
|
Regulation: Changes in the
law and regulation in countries in which Reabold has a presence
with partners could increase costs, constrain our operations and
affect our strategy, business plans and financial
performance.
Tax rates, particularly those
applied to hydrocarbon activities tend to be high compared with
those imposed on similar commercial activities. Governments may
change their fiscal and regulatory frameworks in response to public
pressure on finances resulting in increased amounts payable to
them. The UKCS licensing regime under
which some of Reabold's operational rights and obligations are
defined may be subject to future change.
|
· Our
business seeks to identify, assess and manage legal and regulatory
risk relevant to our operations, strategy, business plans and
financial performance. To support this work, we seek to develop
co-operative relationships with governmental authorities to allow
appropriate focus on areas of potential risk or uncertainty while
also protecting Reabold's interests within the law.
· Management will utilise investment incentives where
available
|
Reporting: Failure to
accurately report our data could lead to regulatory action, legal
liability and reputational damage.
|
· Our
finance team provide assurance of the control environment and are
accountable for building control and compliance into finance
processes and digital systems
|
Environmental, Social and Governance (ESG)
Statement
Reabold is committed to the
highest standards of environmental, social and governance processes
and we incorporate these responsibilities into our operational
decision-making and investments. We regularly review our approach,
policies, and processes across key areas.
At present Reabold does not
'operate' any of the assets in its portfolio. Our operational
assets are managed by our associate companies who are responsible
for the adequacy of standards, operations and compliance. The Group
does not have any assets that are yet in the development or
production stage and therefore the business has no scope 1 or scope
2 greenhouse gas emissions.
Environment
Reabold is committed to preserving and protecting our natural
environment for future generations.
Reabold complies with the
standards of the international oil industry, environmental laws and
regulations. We recognise and support the basis of the Paris
Agreement to strengthen the global response to the threat of
climate change.
We support a balanced energy
transition where the world maintains a secure and affordable supply
of energy, while building the clean energy system of the future.
Our focus is on minimising carbon emissions and the environmental
footprint of the projects we invest in, whilst continuing to
contribute positively to the demand for energy and products that
require hydrocarbons in the supply chain. The pace of transition to
a lower carbon economy and cleaner fuels is uncertain, and will be
heavily influenced by government policy, but oil and natural gas
demand is expected to remain a key element of the energy mix for
many years based on stated government policies, commitments and
announced pledges to reduce emissions. The challenge is to meet the
world's energy needs sustainably and efficiently, which requires
managing and reducing harmful emissions.
Reabold actively encourages and
expects its investee companies / operators of its oil and gas
interests to respond to this by continuously striving to minimise
the potential environmental impact of operations by:
· Implementing controls to identify and prevent potential
environmental risks
· Implementing controls during operations to avoid accidental
spills, or leaks of polluting materials
· Managing water with due consideration
· Targeting high energy efficiency levels in drilling and other
activities
· Limiting unnecessary wastage
· Handling waste products in an environmentally responsible
manner
· Regularly assessing the environmental consequences of
operations
The operators have developed
systems, controls and processes to integrate climate related
considerations, in order to meet these objectives. For example one
can read the approach and policies of Rathlin Energy, operator of
the West Newton PEDL 183 licence, on its website at
www.rathlin-energy.co.uk,
and of LNEnergy, operator of the Colle Santo project in Italy, on
its website at https://www.sviluppocollesanto.it/.
Focus on energy efficient extraction and drilling to reduce
carbon intensity
Reabold's assets are primarily
small to medium sized, proven oil and gas fields at relatively
shallow depth. As such, the intensity of drilling required is
considered low relative to industry standards and we do not conduct
energy intensive prospecting activities, reducing the impact on the
environment. We encourage the operators of our assets to use the
most energy efficient drilling methods. As the energy mix
evolves towards a higher percentage of renewables in the countries
in which we operate, we anticipate a greater share of our energy
consumption will be purchased from green sources.
United Kingdom
Our investee company sites in the
United Kingdom are located close to areas with a high demand for
energy. Consequently, we expect that hydrocarbons produced locally
and consumed locally will displace imported hydrocarbons thereby
resulting in lower carbon emissions overall. This will provide
greater security of supply to the UK as well as providing jobs and
supporting UK industry, compared to the alternative of importing
fuel. The COVID-19 pandemic highlighted the importance of our
critical national infrastructure and, more recently, the war in
Ukraine has been a stark reminder that energy security cannot be
taken for granted.
We believe that natural gas has an
important role to play in the energy transition, bridging the gap
on the journey from fossil fuels to a renewable, zero-carbon future
and helping to supply stable and affordable energy to UK homes and
businesses as part of a lower-carbon energy supply mix. To that
end, we continue to explore ways to invest in gas projects such as
the Victory project, which was subsequently sold to Shell in
November 2022, and the Colle Santo gas project in Italy.
Reabold takes its commitment to
responsible hydrocarbon production very seriously. In May 2024,
Reabold commissioned GaffneyCline to perform a carbon intensity
study for the West Newton field. The GaffneyCline study highlighted
the following:
· The
West Newton project has an AA rating for Carbon Intensity for its
potential upstream gas and condensate production, the lowest
possible carbon intensity rating category on GaffneyCline's
scale
· The
West Newton field has a Carbon Intensity significantly lower than
the UK average and onshore and offshore analogues. It is also
significantly lower than the average imported LNG, based on the
NSTA Natural Carbon Footprint Analysis published in July
2023
· Based on the study, GaffneyCline estimates that West Newton
could produce the equivalent of just 2.87 grams of CO2 per
megajoule of energy developed (gCO2eq./MJ)
· As
the development proceeds and project knowledge increases, there is
potential to improve the Carbon Intensity by further reducing
fugitive, flaring and venting emissions and by gas-to-grid
development, reducing on site gas and condensate processing, and
using the shortest possible route to the National Grid
The AA rating demonstrates the low
carbon credentials of the West Newton project and is an example of
the opportunities available in the UK to power the country through
lower carbon, home grown energy, rather than relying on expensive
and more carbon intensive imports.
We believe West Newton is an
important strategic asset to the UK as the country looks to secure
domestic energy supply for secure and affordable energy, at a time
when the country is exposed to potentially significant gas supply
disruptions. The study proves that the operator, Rathlin, is a
responsible hydrocarbon producer complying with best environmental
practice to produce much needed UK hydrocarbons in the most
efficient and environmentally friendly way possible.
Reabold is committed to the
highest standards of environmental processes and we incorporate
these responsibilities into our operational decision-making and
investments.
Italy
The development plan for Colle
Santo involves converting gas to LNG directly onsite using a small
modular LNG processing unit. The LNG will be trucked a short
distance (7 km) to an entry point into the SNAM transmission grid.
There will be no new drilling due to two existing wells already
drilled and tested. There will be on-site CO2 capture of
1,400 tonnes CO2 equivalent per year, and connected
hydrogen production facilities.
LNG provides energy security and
flexibility because it can be easily transported to places where it
is needed most. LNG is a critical fuel in the energy transition and
plays an important role as a lower-carbon alternative to coal for
industry, and provides grid stability alongside wind and solar
power in electricity generation. It is the lowest-carbon fossil
fuel, producing around 50% less carbon emissions than coal when
used to generate electricity.
Daybreak, USA
Daybreak's production sites are
located in California, a state with very high renewable energy
generation which feeds into the energy required for hydrocarbon
extraction. By industry standards, Daybreak's oil and gas
activities require a very low level of energy to extract the
hydrocarbons, ensuring it is one of the most energy efficient of
its type in California.
Romania
Romania has a diverse energy mix,
including coal, natural gas, nuclear, hydroelectric, and renewable
sources. The largest share of electricity production historically
came from coal and natural gas, followed by hydroelectric and
nuclear power. In recent years, there has been a shift towards
increasing the share of renewable energy sources, such as wind and
solar. However, Romania supports natural gas in the long-term in
the European Green Deal because it forecasts that this resource
will remain an important tool in changing the energy sector and
transitioning to a more sustainable and carbon-free economy. By
developing and producing gas from the Parta site, Danube Petroleum
Limited will be able to contribute to the country's efforts to
implement this energy strategy. In addition, options to exploit the
geothermal potential of the Romanian part of the Pannonian Basin
are under investigation with the authorities in combination with a
subsurface review of the likely prospectivity.
Managing our environmental
footprint and reducing our emissions are important objectives for
Reabold Resources. We regularly review and revise our policies, as
necessary.
Health & Safety
Reabold wishes to build value through developing sustainable
relationships with partners and the community.
We comply with all applicable
legislation; and design and manage our activities to prevent
pollution, minimize environmental and health impact and provide
workplaces free of safety hazards.
The Company is committed to high
standards of health, safety and environmental protection; these
aspects command equal prominence with other business considerations
in the decision-making process.
Health, safety and environmental
protection are responsibilities shared by everyone working for the
Company and the full support of all staff, partners and contractors
is vital to the successful implementation of the policy. We ensure,
as far as reasonably practicable, that all personnel are aware of
their delegated health, safety and environmental responsibilities
and are properly trained to undertake these.
We strive for continuous
improvement in our HSE performance and measure this by setting
objectives and targets consistent with the aims of this
policy.
HSE performance is routinely
monitored and reported regularly to the Board of Directors, which
will ensure that the necessary resources are provided to support
this policy fully.
Governance
As an AIM-quoted company, Reabold
is required to apply a recognised corporate governance code,
demonstrating how the Company complies with such corporate
governance code and where it departs from it.
The Directors of the Company have
formally applied the 2018 QCA Code. The Board recognises the
principles of the 2018 QCA Code, which focus on the creation of
medium to long-term value for shareholders without stifling the
entrepreneurial spirit in which small to medium sized companies,
such as Reabold, have been created. Please see pages 25 to 30 for
the Chair's corporate governance statement and how Reabold has
applied the 10 principles of the 2018 QCA code.
Section 172(1) statement
In accordance with the
requirements of Section 172 of the Companies Act 2006, the
Directors consider that, during the financial year ended 31
December 2023, they have acted in a way that they consider, in good
faith, would most likely promote the success of the Company for the
benefit of the members as a whole, having regard to the likely
consequences of any decision in the long term and the broader
interests of other stakeholders, as required by the Act. The Board
delegates day-to-day management of the business of the Company to
the Co-CEOs, save for those matters which are reserved for the
Board's approval. More information on how the Board has regard to
the Section 172 factors are outlined below.
S172(1) (a) "The likely consequences of any decision in the
long term"
The Directors understand the
business and both the evolving and challenging environment in which
we operate, including the challenges of the global energy
transition. The Board made decisions with regard to acquisitions
and investments with consideration given to key stakeholders and
the likely long-term impact of any decision. During the year, the
Board reflected on the challenges to be faced by Reabold given the
shifting macroeconomic and geopolitical context. Our strategy is
intended to transition Reabold to an energy business focused on
developing strategic European gas assets to secure European gas
supply and energy security. The Board of Directors is collectively
responsible for the decisions made towards the long-term success of
the Company and the way in which the strategic, operational and
risk management decisions have been implemented throughout the
business is detailed in our Strategy and business model on page 4
and throughout the Strategic Report.
S172(1) (b) "The interests of the Company's
employees"
Reabold employees are fundamental
and core to our business model and the delivery of our strategic
ambitions. The future success of our business depends on
attracting, retaining, developing and motivating talented
employees.
We ensure that:
• Health, Safety and the
Environment are considered paramount throughout the
organisation.
• Annual pay and benefit reviews
are carried out to determine whether all levels of employees are
benefitting fairly and to retain and encourage skills vital for the
business.
• There are freely available
Company policies and procedures.
• Personal development reviews and
work appraisals are conducted.
• Employees are informed of the
results and important business decisions and are encouraged to feel
engaged
• Working conditions are
favourable
The Remuneration Committee
oversees and makes recommendations of executive remuneration and
any long-term share awards. In April 2023, we launched the Reabold
Resources plc long-term incentive plan for our full-time senior
management team. Reabold aims to invest in competitive rewards for
our people.
S172(1) (c) "The need to foster the Company's business
relationships with suppliers, customers and
others"
Delivering our strategy requires
strong mutually beneficial relationships with suppliers, customers,
governments, and joint-venture partners. We aim to have a positive
and enduring impact on the communities in which we operate, through
partnering with national and local suppliers, and through payments
to governments in taxes and other fees. The Group values all
of its suppliers and aims to build strong positive relationships
through open communication and adherence to trade terms. The
Group is committed to being a responsible entity and doing the
right thing for its customers, suppliers and business partners. The
Board upholds ethical business behaviour across all of the
Company's activities and encourages management to seek comparable
business practices from all suppliers and customers doing business
with the Company. We value the feedback we receive from our
stakeholders and we take every opportunity to ensure that where
possible their wishes are duly considered. The Board engages
with stakeholders to understand their priorities and concerns
through a range of engagement activities. Meeting commitments made
to investors is critical to building trust and confidence with our
external stakeholders. Back in 2022, management made a commitment
to improve communication with shareholders with stakeholder
engagements at least every two months. This has taken the form of
corporate presentations, interviews with the Co-CEOs and investor
events. In 2023, we published 12 new videos on the media section of
our website, including operational updates, investor presentations
and Q&As. In Q1 2023 the Company launched a new website so that
shareholders and other stakeholders can more easily navigate
Company updates and communications. The website includes a Q&A
page which answers some of the most common investor
questions.
The Co-CEOs provide a
comprehensive update to the Board on material business and external
developments at each main Board meeting. This includes significant
operational updates, e.g. partnerships, investments, divestments,
projects, commercial highlights and political or regulatory
developments.
S172(1) (d) "The impact of the Company's operations on the
community and the environment"
This aspect is inherent in our
strategic ambitions, most notably on our ambitions to thrive
through the energy transition and to sustain a strong societal
licence to operate. As such, the Board receives information on
these topics to provide relevant information for specific Board
decisions. Executive Directors conduct site visits of various
investee company operations and hold external stakeholder
engagements, where feasible.
At present Reabold does not
'operate' any of the assets in its portfolio. Our operational
assets are managed by our associate companies who are responsible
for the adequacy of standards, operations and compliance. Reabold
seeks to influence how risk is managed in arrangements where we are
not operator by ensuring we have a member of the executive team on
the Board of our associate companies. This gives Reabold assurance
that operations are and will be carried out in a sustainable and
safe manner.
Further information can be found
within our ESG Statement on page 15, and within the principal risks
and uncertainties section on page 12.
S172(1) (e) "The desirability of the Company maintaining a
reputation for high standards of business
conduct"
The Company is incorporated in the
UK and governed by the Companies Act 2006. The Company has adopted
the Quoted Companies Alliance ("QCA") Corporate Governance Code
2018 (the "2018 QCA Code") and the Board recognises the importance
of maintaining a good level of corporate governance, which together
with the requirements to comply with the AIM Rules ensures that the
interests of the Company's stakeholders are safeguarded. Please see
the Chair's Corporate Governance statement on pages 25 to
30.
Reabold aims to contribute to
Europe's energy security by unlocking potential sources of
near-term domestic gas supply in economically, environmentally and
socially responsible ways. The Board
periodically reviews and approves clear frameworks, such as
Reabold's Code of Conduct, and specific Ethics & Compliance
policies, to ensure that its high standards are maintained both
within Reabold and the business relationships we maintain. This,
complemented by the various ways the Board is informed and monitors
compliance with relevant governance standards help ensure its
decisions are taken, and that Reabold investee companies act, in
ways that promote high standards of business
conduct.
S172(1) (f) "The need to act fairly as between members of the
Company"
The Directors consider which
course of action best enables delivery of our strategy in the
long-term interest of the Company. The Board is committed to
maintaining good communication and having constructive dialogue
with its shareholders. The Company has close ongoing relationships
with its shareholders - engaging with both retail and institutional
holders during 2023. Institutional shareholders and analysts have
the opportunity to discuss issues and provide feedback at meetings
with the Company. All shareholders are encouraged to attend the
Company's Annual General Meeting and any general meetings held by
the Company, which present an opportunity for shareholders to speak
with the Executive Directors in a formal environment and in more
informal one to one meetings.
The primary communication tool
with our shareholders is through the Regulatory News Service
("RNS") on regulatory matters and matters of material substance.
The Company's upgraded website, launched in March 2023, provides
details of the business, investor presentations and details of the
Board, changes to major shareholder information and 2018 QCA Code
disclosure updates under AIM Rule 26. Changes are promptly
published on the website to enable the shareholders to be kept
abreast of Company's affairs. The Company's Annual Report and
Notice of Annual General Meetings are available to all
shareholders. The Interim Report and investor presentations are
also available on our website.
Investor events are held with
shareholders throughout the year. By providing a variety of ways to
communicate with investors the Company feels that it reaches out to
engage with a wide range of its stakeholders.
Principal decisions
The Board delegates day-to-day
management of the business of the Company to the Co-CEOs. The
responsibility for the execution of this delegation of authority,
including regularly monitoring it, is retained by the Board. We
outline some of the principal decisions made by the Board over the
year, and how directors have performed their duty under Section
172.
Cash allocation including shareholder
distributions
Following the completion of the
sale of Corallian in November 2022 along with the receipt of the
first tranche payment from Shell, the board considered cash flow,
the macro environment and business performance in 2023. The
Directors approved a share buyback programme in April 2023 with the
aim of delivering value to shareholders. The Directors considered
its ordinary shares to be undervalued and at a meaningful discount
to conservatively estimated per-share intrinsic value.
A number of considerations
underpinned the decision to commence the buyback programme
including feedback from advisors and other stakeholders, the
strength of the Company's balance sheet and the need to continue to
invest in our assets.
Investment in LNEnergy
Over the course of the year, the
Board considered and approved new opportunities and investments.
The Board reviewed various proposals and their alignment with
Reabold's strategy. During 2023, the Board approved the
accumulation of a 26.1% interest in LNEnergy, whose primary asset
is an exclusive option over a 90% interest in the Colle Santo gas
field onshore Italy. The Board agreed the investment was in line
with Reabold's strategy to develop high quality strategic European
gas assets with near-term production potential that can generate
shareholder value. LNEnergy's primary asset is an option over a 90%
interest in the Colle Santo gas field, onshore Italy in
the Abruzzo region. The Colle Santo gas field is a highly material
gas resource with 65Bcf of 2P reserves, as estimated by RPS as
of 30 September 2022, and subject to the necessary approvals
and permits, is development ready with no additional drilling
required. LNEnergy believes that the field has the potential to
generate an estimated €11-12m of gross post-tax free cash flow per
annum. On 1 May 2024 a non-binding Heads
of Agreement between Gunvor and LNEnergy for the purchase of
LNG by Gunvor from LNEnergy from the Colle Santo gas field was
executed. First production from the
LNG project expected in 2025.
Strategic Report signed on behalf
of the Board
Chris Connolly
Company Secretary
May 30, 2024
Board of Directors
Corporate Governance
Jeremy Edelman
Non-Executive Chairman
Appointed: 19 December 2012
Jeremy Edelman holds Bachelor
degrees in Commerce and Law together with a Master's degree in
Applied Finance. Jeremy is admitted as a solicitor to the Supreme
Courts of Western Australia and New South Wales. Jeremy
subsequently worked for some of the world's leading investment
banks, including Bankers Trust and UBS Warburg in debt and
acquisition finance. He has held consulting and director positions
in listed companies in the UK and Australia, such as Mt Grace
Resources NL, with a focus on resource exploration and development,
including investment companies established with the specific
objective of investing in resources projects. He also has corporate
finance experience, having been responsible for co-coordinating a
number of companies in making acquisitions in a variety of resource
sectors, including oil and gas, uranium, molybdenum, base metals
and coal. He has worked in various regions of the world, including
the Republic of Kazakhstan, Russia, South Africa and Australia.
Jeremy served as a Non-Executive Director of Leni Gas Cuba Limited
until 12 July 2016, a Director of Altona Energy Plc (also known as
Altona Resources Plc) until 4 July 2006, Executive Director of Leni
Gas & Oil PLC from August 2006 to December 2010 and Director of
Braemore Resources Plc until 27 July 2005.
Sachin Oza
Co-Chief Executive Officer
Appointed: 19 October 2017
Sachin Oza has 21 years of
investment experience, including 17 years covering the energy
sector. He joined Guinness Asset Management in April 2016, having
previously worked as an investment analyst at M&G Investments
for 13 years, where he covered the Utility, Transport, Mining and
Oil & Gas sectors on a global basis. Sachin has also held
investment analyst roles at Tokyo Mitsubishi Asset Management and
JP Morgan Asset Management.
Stephen Williams
Co-Chief Executive Officer
Appointed: 19 October 2017
Stephen Williams has 19 years of
experience in the energy sector. He joined Guinness Asset
Management in April 2016, having previously worked as an investment
analyst at M&G between 2010 and 2016, where he focussed on
energy and resources. Prior to this, Stephen worked as an energy
investment analyst for Simmons & Company International between
2005 and 2010 and from 2003 to 2005 he worked as an analyst at
ExxonMobil.
Anthony Samaha
Non-Executive Director
Appointed: Board: 19 December 2012; Non-Executive Director: 1
July 2022
Anthony Samaha is a Chartered
Accountant who has over 30 years' experience in accounting and
corporate finance, including resources development. Anthony
worked for over 10 years with international accounting firms,
including Ernst & Young, principally in corporate finance,
gaining significant experience in valuations, IPOs, independent
expert reports, and mergers and acquisitions. Anthony has extensive
experience in the listing and management of AIM quoted companies
and served as Finance Director for the Company up until 30 June
2022 before becoming a Non-Executive Director on 1 July
2022.
Mike Felton
Non-Executive Director
Appointed: 17 September 2018
Mike Felton is an experienced fund
manager in the City and brings over 30 years of financial expertise
to the Company. Mike previously served as Head of UK Retail
Equities at M&G Investments and was Manager of the M&G UK
Select Fund, growing the fund's assets from £110m to c. £550m at
its peak. Mike has also previously served as Joint Head of
Equities at ISIS Asset Management and Manager of ISIS UK Prime
Fund, as well as Chief Investment Officer at Lumin Wealth, a
position he still retains part-time. Mr Felton sits on the
International Tennis Federation's Investment Advisory Panel and is
a Business Ambassador for Anthony Nolan, the UK's blood cancer
charity and bone marrow register.
Marcos Mozetic
Non-Executive Director
Appointed: 17 September 2018
Marcos Mozetic, an exploration
geologist, brings over 45 years of international technical
experience in the oil and gas industry to the Company. His most
recent experience was in designing, implementing and leading Repsol
S.A's exploration strategy between 2004 and 2016. During this
period, Repsol become a leader in reserve replacement and
participated in some of the most exciting discoveries worldwide.
Previous to this, Marcos worked as a development geologist in 1975
with Bridas, before moving into the exploration department, which
he later led. Following this, Marcos worked for BHP Petroleum
and BHP Minerals as Chief Geologist for Argentina and later Country
Leader. Marcos holds a BSc and Post-Graduate degree in
Petroleum Geology from the University of Buenos Aires.
Directors' report for the year
ended 31 December 2023
Corporate Governance
The
Directors submit their report and the audited financial statements
of the Group and Company for the year ended 31 December
2023.
Principal activities
The principal activity of the Group
and Company is investment in pre-cash flow upstream oil and gas
projects, primarily as significant interests in unlisted oil and
gas companies or majority interests in unlisted oil and gas
companies with non-operating positions on licences.
Business Review and Future Developments
A review of the business and the
future developments of the Group is presented in the Strategic
Report (including a Review of Operations and Financial Review) and
Chair's letter (all of which, together with the Corporate
Governance Statement, are incorporated by reference into this
Directors' Report).
Engagement with Employees, Suppliers and
Customers
Information regarding Reabold's
engagement with employees, suppliers and customers is included in
the Section 172 statement on pages 18 to 20.
Results and dividends
The loss for the year was £7.2
million (2022: loss of £45,000). The Company has not declared any
dividends during the year (2022: £nil). The Directors do not
propose the payment of a final dividend.
Financial Instruments
The Group's financial risk
management objectives and policies are discussed in note
21.
Events since Balance Sheet Date
Details of post reporting date
events are disclosed in Note 27 of the financial
statements.
Directors and their interests
The names of the Directors who
held office during the year and their shareholdings are shown
below.
Director
|
At 31
December 2023
|
At 1
January 2023
|
Jeremy Edelman *
|
173,545,454
|
173,545,454
|
Sachin Oza
|
75,750,299
|
75,750,299
|
Stephen Williams
|
47,304,697
|
47,304,697
|
Michael Felton
|
25,240,599
|
25,240,599
|
Anthony Samaha
|
7,818,182
|
7,818,182
|
Marcos Mozetic
|
4,545,454
|
4,545,454
|
*
includes 173,545,454 shares held by Saltwind Enterprises Ltd, a
company connected with Jeremy Edelman.
|
Details of Directors' share
options are included in the Directors Remuneration Report and Note
9.
Indemnity provisions
The Company maintains a directors'
and officers' liability policy on normal commercial terms which
includes third party indemnity provisions.
Political and charitable contributions
The Company made no contributions
to charitable or political bodies during the year (2022:
£Nil).
Auditor
In accordance with section 489 of
the Companies Act 2006, a resolution to reappoint Mazars LLP was
put to the Annual General Meeting held on 29 June 2023 and was
approved. The auditor, Mazars LLP, will be
proposed for reappointment in accordance with
Section 485 of the Companies Act 2006. Mazars LLP has
signified its willingness to continue in office as
auditor.
Statement of disclosure to auditor
So far as the Directors are aware,
there is no relevant audit information of which the Company's
auditor is unaware, and they have taken all the steps that they
ought to have taken as Directors in order to make themselves aware
of any relevant audit information and to establish that the
Company's auditor is aware of that information.
Going concern
The Directors consider it
appropriate to continue to adopt the going concern basis of
accounting in preparing the financial statements. See Note 1 -
going concern, to the financial statements.
Repurchase of shares
Information on share repurchases,
including the number and nominal value of the shares repurchased in
2023, can be found in Note 22 of the financial
statements.
The Directors' report was approved
by the Board and signed on its behalf by Chris Connolly, Company
Secretary, on 30 May 2024.
Reabold Resources plc
Registered in England and Wales
No. 3542727
Corporate governance
report
Corporate governance
Chair's Corporate Governance Statement
Each year seems to bring more
challenges for company boards - shareholder activism; the ongoing
complexity of the energy transition; fiscal uncertainty in the UK
for energy companies surrounding the windfall tax and investment
allowances; a challenging macro environment with headwinds from the
cost-of-living crisis, high inflation and large interest rate
rises. Reabold's corporate governance framework needs to be both
dynamic and flexible in its application to a range of different
situations.
In 2018 the Company adopted the
2018 QCA Code, which it believes to be the most appropriate
recognised corporate governance code for the Company. The 2018 QCA
Code has ten principles which the Company is required to adhere to
and to make certain disclosures both within this report and on its
website.
The Company notes the updates made
by the 2023 Quoted Companies Alliance Corporate Governance (the
'2023 QCA Code') which will apply to financial years starting on or
after 1 April 2024. For the 2023 financial year, the Company has
continued to adopt the 2018 QCA Code. The Company will be
transitioning to the 2023 QCA code over the next 12 months in order
to build capability to apply its principles and address any gaps in
our current corporate governance framework.
The importance of maintaining
strong relationships and engaging with our shareholders continues
and underpins the success of the business. The Board strives to
ensure that there are numerous opportunities for investors to
engage with both the Board and Executive Directors. During 2023 the
Board welcomed shareholders in person at the Annual General
Meeting. The Company also held a General Meeting in January 2024.
This provided shareholders with an opportunity to raise questions
in connection with the Company's strategy and to vote in favour of
the Board.
I would like to thank the Reabold
leadership team for their focus, and I would like to thank our
fellow shareholders for your continued confidence in the
Board.
The 2018 QCA Code has ten
principles of corporate governance that the Company has committed
to apply within the foundations of the business. These principles
are:
1) Establish a strategy and business model which
promote long-term value for shareholders
Please see Reabold's strategy and
business model on page 4.
2) Seek to understand and meet shareholder needs
and expectations
The Executives held meetings with
major shareholders several times throughout the year and reported
the views of such shareholders to the Board. A variety of topics
were discussed including performance, capital allocation,
shareholder distributions, remuneration policies and board
priorities.
Shareholders can contact Reabold
directly via the "Contact us" section of the Reabold website.
Investors can also access information via the Investor Q&A
section of the Reabold website.
We value the feedback we receive
from our shareholders, and we take every opportunity to ensure that
where possible their wishes are duly considered. The Board
engages with shareholders to understand their priorities and
concerns through a range of engagement activities. Back in 2022,
management made a commitment to improve communication with
shareholders with stakeholder engagements at least every two
months. This has taken the form of corporate presentations,
interviews with the Co-CEOs and investor events. In 2023, we
published 12 new videos on the media section of our website,
including operational updates, investor presentations and Q&As.
In Q1 2023 the Company launched a new website so that shareholders
and other stakeholders can more easily navigate Company updates and
communications.
General Meetings in 2023
In February 2023, the Company held
a general meeting at which shareholders granted the Company
authority to make market purchases of its ordinary shares and
approved the cancellation of the Company's share premium account -
shareholders showed strong endorsement with 99.5% of shareholders
who voted casting votes in favour of our strategy.
All shareholders are encouraged to
attend the Company's Annual General Meeting and any general
meetings held by the Company, which present an opportunity for
shareholders to speak with the Executive Directors in a formal
environment and in more informal one to one meetings. At the 2023
AGM, shareholders voted in favour of all resolutions including the
reappointment of the Executive Directors - 78% of shareholders who
voted casted votes in favour of our executive directors.
In January 2024, the Board
successfully defended a second attempt, from a group of beneficial
shareholders, to remove the entire Board of directors of Reabold
and replace them with four new directors. All resolutions proposed
by the requisitioning shareholders were rejected at a general
meeting. The resolutions were broadly unchanged from their 2022
submission which was also rejected by shareholders. The
requisitioning shareholders received support from approximately 21%
of shareholders who voted.
3) Take into account
wider stakeholder and social responsibilities and their
implications for long-term success
The Board continues to value and
recognise the importance of engagement and cooperation with our
stakeholders. The
Board recognises that the long term success of the Company is
reliant upon the efforts of the employees of the Company and its
contractors, suppliers, regulators and other stakeholders.
The Board has put in place a range of processes and systems to
ensure that there is close oversight and contact with its key
resources and relationships. The Company has close ongoing
relationships with a broad range of its stakeholders and provides
them with the opportunity to raise issues and provide feedback to
the Company.
The Executive Directors visited
the operations at Colle Santo, Italy in 2023. The objective of the
visit was to provide the Directors with local context and provide
insights into asset operations. It was also an opportunity to
engage directly with stakeholders, including business partners and
communities and improve management's oversight of risks.
The Company seeks to be a
responsible corporate citizen in all its areas of operation and is
committed to maintaining a high standard of corporate
governance. A description of how the group
considers key stakeholders in its decision-making is included in
the section 172 statement on page 18. The Company's ESG statement
is on page 15.
4) Embed effective risk
management, considering both opportunities and threats, throughout
the organisation
The Board ensures that procedures
are in place and such procedures are being implemented effectively
to identify, evaluate and manage the significant risks faced by the
Company. Key business challenges and risks are detailed on pages 12
to 14.
The Executive Directors have
regular conference calls with the Company's Nominated Adviser and,
when relevant, the Company's corporate communications advisers and
legal advisers to discuss - amongst other items - operations, key
risks, and other relevant matters. Additionally, the Group also has
structured weekly operational and management conference calls with
its JV partners to identify and discuss key business challenges and
risk areas. The Board believes that this regular programme of
internal communications provides an effective opportunity for
potential or real-time risks to be identified, considered and -
where necessary - addressed in a timely manner. Given the Company's
current size, the Board considers that the Executive Management
team-with oversight from the Non-Executive Board of Directors and
relevant advisers, is sufficient to identify risks applicable to
the Company and its operations and to implement an appropriate
system of controls. Accepting that no systems of control can
provide absolute assurance against material misstatement or loss,
the Directors believe that the established systems for internal
control within the Group are appropriate to the size and cost
structure of the business. An internal audit function is not
considered necessary or practical due to the size of the Company
and the close day to day control exercised by the Executive
Directors. However, the Board will continue to monitor the
need for an internal audit function. The Board has
established appropriate reporting and control mechanisms to ensure
the effectiveness of its control systems.
5) Maintain the Board as
a well-functioning, balanced team led by the
chair
As at 31 December 2023 and at the
date of publication, the Board comprised of Jeremy Edelman as the
Non-Executive Chairman, Marcos Mozetic, Michael Felton and Anthony
Samaha as Non-Executive Directors and Sachin Oza and Stephen
Williams, the Co-Chief Executive Directors. Biographical details of
the current Directors are set out on pages 22 and 23 of this Annual
Report.
The Executive Directors are
expected to devote substantially the whole of their time to their
duties with the Company. Non-Executive Directors have a lesser time
commitment which is set out in their letter of appointment. It is
anticipated that Non-Executive Directors will spend up to 3 days a
month on work for the Company.
The Executive and Non-Executive
Directors are subject to re-election at the second annual general
meeting of the Company after their last appointment or
reappointment, if not before.
The Board retains ultimate
accountability for ensuring that the Company has a robust
governance framework in place, ensuring that governance is
appropriately embedded throughout the business. The Board meets at
least six times per annum. The Board has agreed that
appointments to the Board are made by the Board as a whole and so
has not yet created a Nominations Committee.
The Chair has overall
responsibility for the management of the Board which in turn
oversees the Company's strategy and operational and financial
performance. The role of the Chairman is to provide leadership of
the Board and ensure its effectiveness on all aspects of its remit
to maintain control of the Company. In addition, the Chairman is
responsible for the implementation and practice of sound corporate
governance. The Chairman is considered to have adequate separation
from the day-to-day running of the Company.
Michael Felton and Marcos Mozetic
are considered to be Independent Directors. The Board notes that
the QCA recommends a balance between executive and non-executive
Directors and recommends that there be two independent
non-executives. The Board will review further appointments as scale
and complexity grows.
The Board has two committees as
detailed below.
Audit Committee
The Audit Committee consists of
Michael Felton as Chairman, Jeremy Edelman and Anthony Samaha. This
Committee provides a forum through which the Group's finance
functions and auditors, report to the non-executive Directors.
Meetings may be attended, by invitation, by the Company's Nominated
Adviser, Company Secretary, other directors and the Company's
auditors. The principal duties and responsibilities of the Audit
Committee include:
·
Reviewing the integrity of the financial
statements, including annual reports and half-year
reports;
·
Overseeing the group's financial reporting
disclosure process; this includes the choice of appropriate
accounting policies;
·
Advising the Board whether, in the Committee's
view, the Annual Report taken as a whole is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company's position and performance,
business model and strategy;
·
Monitoring the Group's internal financial
controls and assess their adequacy;
·
Reviewing key estimates, judgements and
assumptions applied by management in preparing published financial
statements;
·
Annually assessing the auditor's independence and
objectivity; and
·
Making recommendations in relation to the
appointment, re-appointment and removal of the Company's external
auditor.
The Board has not published an
audit committee report, which the Board considers to be appropriate
given the size and stage of development of the Company.
Remuneration Committee
Detailed information on the
remuneration committee can be found on pages 31 to 33.
The Board will implement a
Nomination committee at the appropriate time in line with changes
to the structure, size and composition of the Board.
6) Ensure that between
them the Directors have the necessary up-to-date experience, skills
and capabilities
The Board currently consists of
six Directors. The Company believes that the current balance of
skills in the Board as a whole, reflects a very broad range of
commercial and professional skills across geographies and industry
sectors. The complementary skills and experience of our Board are
included on pages 22 and 23. If the Company identifies an area
where additional skills are required, the Company will often
contract an appropriately qualified third party to advise as
required.
The Board recognises that it
currently has a limited diversity, including a lack of gender
balance, and this will form a part of any future recruitment
consideration if the Board concludes that replacement or additional
directors are required.
The Board shall review annually
the appropriateness and opportunity for continuing professional
development whether formal or informal. The Company Secretary
supports the chairman and executives in addressing the training and
development needs of Directors, and their membership of appropriate
professional and industry associations. These professional
associations have ongoing professional development requirements,
which the Company supports. The Company's Nominated Adviser
provides training on AIM Rules and the UK Takeover Code when
required.
The Board regularly consults with
its legal advisers to ensure compliance with the Companies Act and
other relevant legislation.
7) Evaluate Board
performance based on clear and relevant objectives, seeking
continuous improvement
Internal evaluation of the Board
is undertaken on an annual basis in the form of peer appraisal and
discussions to determine the effectiveness and performance in
various applicable areas to their role as well as the Directors'
continued independence.
There is a strong flow of
communication between the Directors, and in particular between the
Co-Chief Executive Officers and the Chair, with consideration being
given to the strategic and operational needs of the business.
Minutes are drawn up to reflect the true record of the discussions
and decisions made.
The Directors have a wide
knowledge of the Company's business and understand their duties as
directors of a quoted company. The Directors have access to the
Company's Nominated Adviser, auditors and solicitors as and when
required. The Company's Nominated Adviser provides boardroom
training on applicable matters. These advisors are available to
provide formal support and advice to the Board from time to time
and do so in accordance with good practice.
The Company Secretary, who is also
the Chief Financial Officer, helps keep the Board up to date with
developments in corporate governance and liaises with the Nominated
Adviser on areas of AIM requirements. The Company Secretary has
frequent communication with the Chair, Co- Chief Executive Officers
and Chairs of the Committees and is available to other members of
the Board as required. The Directors are also able, at the
Company's expense, to obtain advice from external advisers if
required.
The Board is to consider
periodically a succession plan. Executive Directors are to
have sufficient length of notice periods to ensure the appointment
of new personnel and ensure sufficient time to handover
responsibilities.
In Q1 2023, the Remuneration
Committee undertook a thorough and robust engagement process with
independent remuneration specialists to design a share plan and
incentive scheme for the Executive Directors and senior management.
The scheme provided the framework for the performance evaluation of
the Executive Directors during the reporting period. The Executive
Directors' performance evaluation is to be undertaken annually and
includes an assessment of achievement based on a scorecard of measures.
Please see the Directors' Remuneration Report on page 31. The
Remuneration Committee undertakes a review of the remuneration of
Executive Directors at least annually and may consult with external
consultants to assist in the evaluation and determination of
appropriate compensation and incentivisation schemes to ensure the
Company remains competitive in retaining management.
8) Promote a corporate
culture that is based on ethical values and
behaviours
We are committed to doing business
in an ethical and transparent way. The Board recognises that their
decisions regarding strategy and risk will impact the corporate
culture of the Company as a whole and that this will impact the
performance of the Company.
The Board is very aware that the
tone and culture set by the Board will greatly impact all aspects
of the Company as a whole and the way that employees behave.
The corporate governance arrangements that the Board has adopted
are designed to ensure that the Company delivers long term value to
its shareholders and that shareholders have the opportunity to
express their views and expectations for the Company in a manner
that encourages open dialogue with the Board. A large part of
the Company's activities is centred upon what needs to be an open
and respectful dialogue with employees, clients and other
stakeholders. Therefore, the importance of sound ethical
values and behaviours is crucial to the ability of the Company to
successfully achieve its corporate objectives. The Board
places great importance on this aspect of corporate life and seeks
to ensure that this flows through all that the Company
does.
The Board considers that at
present the Company has an open culture facilitating comprehensive
dialogue and feedback and enabling positive and constructive
challenge. The Company has a code for Directors' and
employees' dealings in the Company's securities, and is appropriate
for a company whose securities are traded on AIM and is in
accordance with the requirements of the UK Market Abuse Regulation.
The Company takes all reasonable steps to ensure it is compliant
with the Market Abuse Regulations and AIM Rules. The Company has a
zero-tolerance approach to bribery and corruption and has an
Anti-Bribery Policy in place to protect the Company, its employees
and those third parties with which the business engages.
9) Maintain governance
structures and processes that are fit for purpose and support good
decision-making by the Board
The Company has a single-tier
Board of Directors headed by a Chair, with executive management led
by the Co-Chief Executive Officers. The names of the Directors who
held office during the year can be found on pages 22 -
23.
There is no fixed number of times
that the Board may meet in one year. During 2023, the Board met 16
times (13 times during 2022) and, as detailed throughout our
Strategic Report, including the Section 172 statement, worked hard
to promote the long-term sustainable success of the
Company.
In accordance with the Companies
Act 2006, the Board complies with: a duty to act within their
powers; a duty to promote the success of the Company; a duty to
exercise independent judgement; a duty to exercise reasonable care,
skill and diligence; a duty to avoid conflicts of interest; a duty
not to accept benefits from third parties and a duty to declare any
interest in a proposed transaction or arrangement.
Ultimate authority for all aspects
of the Company's activities rests with the Board with the
respective responsibilities of the Chair and the Executive
Directors arising as a consequence of delegation by the
Board. The Board has adopted appropriate delegations of
authority which set out matters which are reserved to the
Board.
The schedule of matters reserved
for the Board include:
·
Approval of the Group's strategic plan, oversight
of the Group's operations and review of performance in the view of
the Group's strategy, objectives, business plans and budgets, and
ensuring that any necessary corrective action is taken;
·
Ultimate oversight of risk, including determining
the Group's risk profile and risk appetite;
·
Culture and succession planning;
·
Investments, acquisitions, divestments and other
transactions outside delegated limits;
·
Financial reporting and controls, including
approval of the half-year interim results, full-year results,
approval of the Annual Report and Financial Statements, approval of
any significant changes in accounting policies or practices and
ensuring maintenance of appropriate internal control and risk
management systems;
·
Ensuring the Annual Report and Financial
Statements present a fair, balanced and understandable assessment
of the group's position and prospects;
·
Assessment of the Group's ability to continue as
a going concern;
·
Capital expenditure, including the annual
approval of the capital expenditure budgets and any material
changes to them in line with the Group-wide policy on capital
expenditure;
·
Dividend policy, including the annual review of
the dividend policy and recommendation and declaration of any
dividend;
·
Appointment of Directors;
·
Shareholder documentation, including approval of
resolutions and corresponding documentation to be put to
shareholders and approval of all material press releases concerning
matters decided by the Board;
·
Terms of reference of Board committees and
appointment of members to the committees; and
·
Key business policies, including approval of
remuneration policies.
Details of the Audit Committee and
the Remuneration Committee are provided under principle
5.
The role of the Chair is to
provide leadership of the Board and ensure its effectiveness on all
aspects of its remit to maintain control of the Company. In
addition, the Chair is responsible for the implementation and
practice of sound corporate governance. The Chair is
considered to have adequate separation from the day-to-day running
of the Company.
The Co-Chief Executive Officers
have overall responsibility for the implementation of the strategy
approved by the Board, the operational management of the Company
and the business enterprise connected with it. The division of the
CEO role reflects the collaborative nature of decision making
within Reabold. The Co-CEOs provide complimentary and broad skill
sets ranging across technical understanding of the asset base,
business development, M&A, financial management, strategy and
stakeholder engagement, as well as the day to day running of the
business.
The Non-executive Directors bring
a wide range and balance of skills and international business
experience. Through their contribution to the Board and Board
committee meetings, respectively, they are expected to challenge
and help develop proposals on strategy and bring independent
judgement on issues of performance and risk. The Non-executive
Directors discuss, among other matters, the performance of
individual Executive Directors.
The Board considers its current
governance structures and processes to be in line and appropriate
for its current size and complexity, as well as its current
capacity, appetite and tolerance for risk. The Board will
continue to monitor the appropriateness of its governance
structures and processes over time in parallel with the Group's
objectives, strategy and business model to reflect the development
of the group.
Attendance at Board and Committee Meetings
In order to be efficient, the
Board meets formally and informally both in person, virtually and
by telephone. To date there have been at least bimonthly meetings
of the Board, and the volume and frequency of such meetings is
expected to continue at least at this rate. The Company had
sixteen Board meetings during the year. Attendance during 2023 for
all committee meetings is given in the table below.
|
Board
|
Audit
Committee
|
Remuneration
Committee
|
|
|
|
|
Jeremy Edelman
|
16/16
|
2/2
|
2/2
|
Sachin Oza
|
16/16
|
N/A
|
N/A
|
Stephen Williams
|
16/16
|
N/A
|
N/A
|
Anthony Samaha
|
16/16
|
2/2
|
N/A
|
Marcos Mozetic
|
16/16
|
N/A
|
2/2
|
Michael Felton
|
16/16
|
1/2
|
2/2
|
10) Communicate how the Company is
governed and is performing by maintaining a dialogue with
shareholders and other relevant stakeholders
The work of the Audit Committee is
outlined in principle 5. The work of the Remuneration Committee can
be found in the Directors' Remuneration Report on Page
31.
The Board is committed to
maintaining regular communication with its shareholders. Regular
constructive dialogue is important to hear the views of
shareholders and communicate Reabold's strategy. The Company has
close ongoing relationships with its private shareholders.
Institutional shareholders and analysts have the opportunity to
discuss issues and provide feedback at meetings with the Company.
Page 18 of this Annual Report provides a section 172 statement
which discusses how the group considers the interests of
shareholders and other relevant stakeholders in its decision
making.
All shareholders are encouraged to
attend the Company's Annual General Meeting and any general
meetings held by the Company.
The Company's financial and
operational performance is summarised in the Annual Report and the
Interim Report, with regular updates provided to stakeholders in
other forums through the year, including press releases and regular
updates to the Company's website.
Jeremy Edelman
Chair
30 May 2024
Directors' remuneration
report
Corporate governance
Role of the Remuneration Committee
The role of the Committee is to
determine and recommend to the Board the remuneration of the Chair,
Executive Directors and CFO. The Remuneration Committee reviews
remuneration policy, share schemes and the incentivisation of the
workforce. The Committee assists the Board in discharging its
oversight responsibilities relating to the attraction,
compensation, evaluation and retention of Executive Directors and
senior management. The Committee aims to ensure that the Company
has the right skills and expertise needed to enable the Company to
achieve its goals and strategies and that fair and competitive
compensation is awarded with appropriate performance incentives
across the Company.
Key responsibilities
· Recommend to the Board the remuneration principles and
policies for the Executive Directors and CFO.
· Set
and approve the terms of engagement, remuneration, benefits and
termination of employment for the Executive Directors and
CFO.
· Prepare the remuneration report.
· Approve the principles of any equity plan.
· Ensure termination terms and payments to executive directors
and CFO are appropriate.
Membership
Marcos Mozetic
Member and chair since September
2018
Jeremy Edelman
Member
Michael Felton
Member
Meetings and attendance
The Committee met twice during the
year. All members attended each meeting.
Key activities in 2023
· Undertook a thorough and robust engagement process with
independent remuneration specialists to design a share plan and
incentive scheme for the Executive Directors and senior
management.
· Designed and implemented directors and senior management
scorecards.
· Agreed a framework for the 2023 bonus plan.
· Considered and agreed a programme for the grant of LTIP
awards.
· Agreed the 2023 Executive Director salaries.
Shaping our 2024 remuneration policy
The Remuneration Committee
believes the current policy is robust and can generally be retained
as the basis for the 2024 policy. Looking forward to 2024, the
Committee will
· Review and agree the 2024 bonus measures for the
executives.
· Review the executives' salaries.
· Review employer pension contributions.
Executive Directors' remuneration for the year ended 31
December 2023
|
Sachin Oza
Co-CEO
2023
|
Stephen
Williams
Co-CEO
2023
|
Sachin
Oza
Co-CEO
2022
|
Stephen
Williams
Co-CEO
2022
|
Salary
|
£242,627
|
£242,627
|
£230,875
|
£230,875
|
Annual bonusa
|
£51,575
|
£51,575
|
Nil
|
Nil
|
Taxable benefits
|
£530
|
£633
|
Nil
|
Nil
|
Pension
|
£12,121
|
£12,121
|
£11,419
|
£11,419
|
Performance sharesb
|
Nil
|
Nil
|
Nil
|
Nil
|
Total remuneration
|
£306,853
|
£306,956
|
£242,294
|
£242,294
|
a The full value of the annual bonus in 2023 comprises 50%
delivered in cash and 50% delivered in shares. The shares element
applicable to the 2023 bonus outcomes will be granted as soon as
reasonably practicable following the publication of this report
provided that no award shall be granted at any time when such grant
would be contrary to any dealing restriction. The shares will be
subject to a 3 year restricted period.
b The first performance period under the LTIP scheme will be
measured in April 2026. See 2023 LTIP below.
Overview of outcomes
Salary and benefits
Sachin Oza's and Stephen Williams'
salaries increased by 5% from 1 January 2023, significantly below
the 10.5% inflation experienced in the UK in the preceding 12
months to 31 December 2022. Both the Executive Directors'
benefits related to remote working costs.
Annual Bonus
For 2023, the annual bonus was
based on a scorecard of measures across three categories: risk and
controls (10%), current financial health (45%) and future financial
prosperity (45%). The overall mathematical outcome of the annual
bonus scorecard was 42.6/100. The maximum bonus is 50% of salary,
resulting in a bonus for the Executive Directors of 21.3% of
salary. The annual bonus is paid 50% in cash, with 50% deferred
into shares that are subject to a three-year restricted period.
This deferral is an important way of increasing the executives'
personal shareholdings.
Pension
During the year, Sachin Oza and
Stephen Williams were eligible for employer pension contributions
at a rate of 5% of salary.
2023 LTIP
Scheme interests awarded to Executive Director in
2023
The Committee considered and
agreed a programme for the grant of LTIP awards in 2023 ensuring a
material portion of Sachin and Stephen's remuneration is tied to
longer-term performance under a plan designed to drive strong
alignment to the execution of Reabold's strategy. In 2023, the
Executive Directors were granted 150,000,000 ordinary shares each
(equivalent to £270,000 based on the market price on the date of
grant, 27 April 2023, for ordinary shares of 0.18p). The vesting
criteria is based on Total Shareholder Return ("TSR") over a
three-to-five-year period. For the awards to vest in full, the TSR
of a share must be at or more than six times (6x) the market value
of a share at the grant date using a 30-trading day average. The
first measurement date shall be at the end of year three, the
second measurement date at the end of year four and the final
measurement date at the end of year five. If TSR is less than 2.5x
market value, 0% of the award vests. If TSR is at 2.5x market
value, 30% of the award vests and if TSR is at 4x market value, 60%
of the award vests. Performance between TSR thresholds shall be
calculated on a straight-line basis.
Executive directors service contracts
The service contracts of executive
directors do not have a fixed term. Each executive director's
service contract contains a 12-month notice period.
Director
|
Effective date
|
Notice period
|
Sachin Oza
|
19 October 2017
|
12 months
|
Stephen Williams
|
19 October 2017
|
12 months
|
Directors' shareholdings
The interests, in shares of the
Company, of the Directors in office during 2023, including any
interests of their connected persons, are set out in the table
below.
|
Ordinary
shares held at January 1 2023
|
Ordinary
shares held at December 31 2023
|
Shares
(unvested and subject
to
performance conditionsa)
|
Executive Directors
|
|
|
|
Sachin Oza
|
75,750,299
|
75,750,299
|
150,000,000
|
Stephen Williams
|
47,304,697
|
47,304,697
|
150,000,000
|
Non-executive Directors
|
|
|
|
Jeremy Edelman
b
|
173,545,454
|
173,545,454
|
|
Michael Felton
|
25,240,599
|
25,240,599
|
|
Marcos Mozetic
|
4,545,454
|
4,545,454
|
|
Anthony Samaha
|
7,818,182
|
7,818,182
|
|
a Relates to unvested long-term incentive awards (see above
conditions)
b includes 173,545,454 shares held by Saltwind Enterprises Ltd,
a company connected with Jeremy Edelman.
Chair and non-executive directors'
remuneration
|
Fees
(£)
|
|
2023
|
2022
|
Jeremy Edelman (Chair)
|
84,000
|
66,000
|
Michael Felton
|
47,000
|
38,000
|
Macros Mozetic
|
47,000
|
38,000
|
Anthony Samaha
|
47,000
|
20,500
|
External appointments
The Board supports Executive
Directors taking up appointments outside the Company to broaden
their knowledge and experience. Each executive director is
permitted to retain any fee from their external appointments. Such
external appointments are subject to agreement by the Chair and
reported to the Board. Any external appointment must not conflict
with a director's duties and commitments to Reabold. Details of
appointments as non-executive directors of publicly listed
companies during 2023 are shown below.
|
Appointee company
|
Additional position held at appropriate company
|
Total
fees (£)
|
Stephen Williams
|
Europa
Oil & Gas (Holdings) plca
|
Director
|
33,000
|
a As of 23 November 2023, Stephen stepped down from his role as
non-executive director of Europa Oil & Gas (Holdings)
plc
The Directors' Remuneration Report
was approved by the Board and signed on its behalf by Chris
Connolly, Company Secretary on 30 May 2024.
Statement of Directors' responsibilities
The Directors are responsible for
preparing the Strategic report, the Directors' report and the
financial statements in accordance with applicable law and
regulations.
UK company law requires the
Directors to prepare financial statements for each financial
year. Under such law the Directors have elected to prepare
financial statements in accordance with international accounting
standards in conformity with the requirements of the Companies Act
2006. Under company law the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and Company
and of the profit or loss of the group for that period. The
Directors are also required to prepare financial statements in
accordance with the rules of the London Stock Exchange for
companies trading securities on AIM.
In preparing these financial
statements, the Directors are required to:
·
select suitable accounting policies and then
apply them consistently;
·
make judgements and accounting estimates that are
reasonable and prudent;
·
state whether the financial statements comply
with international accounting standards in conformity with the
requirements of the Companies Act 2006; and
·
prepare the financial statements on the going
concern basis unless it is inappropriate to presume that the
Company will continue in business.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Company's transactions and disclose with reasonable
accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other
irregularities.
The Directors are responsible for
ensuring the annual report and the financial statements are made
available on a website. Financial statements are published on
the Company's website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of financial
statements, which may vary from legislation in other
jurisdictions. The maintenance and integrity of the Company's
website is the responsibility of the Directors. The
Directors' responsibility also extends to the ongoing integrity of
the financial statements contained therein.
Independent auditor's report to the members of Reabold
Resources Plc
Opinion
We have audited the financial
statements of Reabold Resources PLC (the 'parent company') and its
subsidiaries (the 'group') for the year ended 31 December 2023
which comprise the Group Statement of Comprehensive Income, the
Group Statement of Financial Position, the Company Statement of
Financial Position, the Group Statement of Cash Flows, the Company
Statement of Cash Flows, the Group Statement of Changes in Equity,
the Company Statement of Changes in Equity and notes to the
financial statements, including material accounting policy
information.
The financial reporting framework
that has been applied in their preparation is applicable law and
UK-adopted international accounting standards and, as regards the
parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006.
In our opinion, the financial
statements:
·
give a true and fair view of the state of the
group's and of the parent company's affairs as at 31 December 2023
and of the group's loss for the year then ended; and
·
have been properly prepared in accordance with
UK-adopted international accounting standards and, as regards the
parent company financial statements, as applied in accordance with
the provisions of the Companies Act 2006; and
·
have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in
accordance with International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities under those
standards are further described in the "Auditor's responsibilities
for the audit of the financial statements" section of our report.
We are independent of the group and the parent company in
accordance with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including the FRC's
Ethical Standard as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Conclusions relating to going concern
In auditing the financial
statements, we have concluded that the directors' use of the going
concern basis of accounting in the preparation of the financial
statements is appropriate.
Our audit procedures to evaluate
the directors' assessment of the group's and the parent company's
ability to continue to adopt the going concern basis of accounting
included but were not limited to:
· Undertaking an initial assessment at the planning stage of
the audit to identify events or conditions that may cast
significant doubt on the group's ability to continue as a going
concern;
· Obtaining management's formal going concern
assessment;
· Obtaining an understanding of the relevant controls relating
to the directors' going concern assessment;
· Evaluating the directors' method to assess the group's and
the parent company's ability to continue as a going
concern;
· Reviewing the directors' going concern assessment, which
incorporated severe but plausible scenarios;
· Evaluating the key assumptions used and judgements applied by
the directors in forming their conclusions on going concern;
and
· Considering the impact of climate change and the current
socio-political environment on the value of the group's assets;
and
· Reviewing the appropriateness of the disclosures in the
financial statements related to going concern to endure consistent
with our findings.
Based on the work we have
performed, we have not identified any material uncertainties
relating to events or conditions that, individually or
collectively, may cast significant doubt on the group's and the
parent company's ability to continue as a going concern for a
period of at least twelve months from when the financial statements
are authorised for issue.
Our responsibilities and the
responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Key audit matters
Key audit matters are those
matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the
current period and include the most significant assessed risks of
material misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
We summarise below the key audit
matter in forming our opinion above, together with an overview of
the principal audit procedures performed to address each matter and
our key observations arising from those procedures.
Key Audit Matter
|
How our scope addressed this matter
|
Carrying value of exploration & evaluation (E&E)
assets and oil & gas assets (group and parent company
risk)
The carrying value of exploration
& evaluation and oil & gas assets in the Group accounts
total £7,023k (2022: £6,815k). The parent company has a
carrying value £6,766k (2022: £6,451k).
The group and parent company's
accounting policy in respect of this area is set out in the
accounting policy notes in the
accounts.
The Group is involved in the
extraction of oil
and gas. Under IFRS 6, Exploration
for and
Evaluation of Mineral Resources,
management
must establish an accounting
policy specifying
which expenditures are recognised
as
exploration and evaluation assets
and apply it
consistently. The risk is
associated with the
valuation, both initial
recognition and impairment, of the assets.
|
Our procedures included, but were
not limited to, the following:
•
Obtaining and challenging management's assessments as to whether
there were indicators of impairment.
•
reviewing the accounting policy in place to ensure that the point
at which exploration and evaluation assets are recognised is
reasonable and in line with IFRS 6 requirements;
•
critically assessing a sample of transactions throughout the
company, subsidiary and associated companies to ensure additions
have been treated in accordance with the accounting
policy;
•
Performing a 'stand back' exercise considering any contradictory
internal or market available evidence throughout the year and post
year end to conclude the possible impact on the impairment
assessment;
•
making enquires of management of the potential impact of
socio-economic and climate related factors on determining the
carrying values of the assets; and
•
holding discussions with component auditors and reviewing their
work performed on E&E assets to ensure
appropriate and sufficient audit evidence had been obtained around
the carrying value of oil & gas assets by associated
undertaking.
Our observations
Based on the results of our
procedures performed we consider that the value of exploration
&evaluation and oil & gas assets are appropriate. We have
not identified material misstatements in the disclosure of these
assets in the financial statements.
|
Our application of materiality and an overview of the scope
of our audit
The scope of our audit was
influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with
qualitative considerations, helped us to determine the scope of our
audit and the nature, timing and extent of our audit procedures on
the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and on
the financial statements as a whole. Based on our professional
judgement, we determined materiality for the financial statements
as a whole as follows:
Materiality
Overall materiality
|
Consolidated group;
£647,000
Parent company;
£550,000
|
How we determined it
|
This has been calculated with
reference to total assets, of which it represents approximately
1.5% for the group company. The parent company was allocated
slightly less in order to gain an effective materiality for the
components.
|
Rationale for benchmark
applied
|
Total assets have been identified
as the principal benchmark within the financial statements as it is
considered to be the focus of the shareholders due to the
investments, namely the subsidiaries and associated entities, being
at an early stage of revenue generation.
1.5% has been chosen to reflect
the level of understanding of the stakeholders of the group in
relation to the inherent uncertainties around accounting estimates
and judgements.
|
Performance materiality
|
Performance materiality is set to
reduce to an appropriately low level the probability that the
aggregate of uncorrected and undetected misstatements in the
financial statements exceeds materiality for the financial
statements as a whole.
We set performance materiality at
£517,000 for the group and £440,000 for the parent company, which
represents 80% of overall materiality in both cases. This
percentage was applied due to the experience we have in auditing
the group and the parent company, our assessment of the group's and
the parent company's control environment, and the volume of
transactions.
|
Reporting threshold
|
We agreed with the directors that
we would report to them misstatements identified during our audit
above £19,500 for the group and £16,500 for the parent company as
well as misstatements below that amount that, in our view,
warranted reporting for qualitative reasons. This threshold
represents 3% of financial materiality.
|
For each component in the scope of
the Group audit, we allocated a materiality that was less than our
overall Group materiality. The range of performance materiality
allocated across the components was between £80,000 and
£521,000.
As part of designing our audit, we
assessed the risk of material misstatement in the financial
statements, whether due to fraud or error, and then designed and
performed audit procedures responsive to those risks. In
particular, we looked at where the directors made subjective
judgements, such as assumptions on significant accounting
estimates.
We tailored the scope of our audit
to ensure that we performed sufficient work to be able to give an
opinion on the financial statements as a whole. We used the outputs
of our risk assessment, our understanding of the group and the
parent company, their environment, controls, and critical business
processes, to consider qualitative factors to ensure that we
obtained sufficient coverage across all financial statement line
items.
Our group audit
scope included an audit of the group and the parent company
financial statements of Reabold Resources Plc. Based on our
risk assessment, all entities within the group, except for Reabold
Resources Limited and Gaelic Resources Limited (which are holding
companies with no impact on the consolidated financial statements)
were subject to full scope audit, which was performed by the group
audit team. Two of the group's associated undertakings were subject
to audit procedures by component auditors. Group instructions were
sent to these component auditors by the group audit team.
Discussions were held with the component auditors and specific
component audit working papers were reviewed by senior members of
the group audit team to assess the sufficiency and appropriateness
of their audit procedures for the purposes of the group audit
opinion. Audit procedures in relation to the other associated
undertaking was completed by the group engagement team.
At the parent company level, the
group audit team also tested the consolidation process and carried
out analytical procedures to confirm our conclusion that there were
no significant risks of material misstatement of the aggregated
financial information.
Other information
The other information comprises
the information included in the Annual Report and Financial
Statements, other than the financial statements and our auditor's
report thereon. The directors are responsible for the other
information. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the
other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of audit or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this
regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work
undertaken in the course of the audit:
·
the information given in the strategic report and
the directors' report for the financial year for which the
financial statements are prepared is consistent with the financial
statements; and
·
the strategic report and the directors' report
have been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In light of the knowledge and
understanding of the group and the parent company and their
environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the
directors' report.
We have nothing to report in
respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our
opinion:
·
adequate accounting records have not been kept by
the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
·
the parent company financial statements are not
in agreement with the accounting records and returns; or
·
certain disclosures of directors' remuneration
specified by law are not made; or
·
we have not received all the information and
explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the
directors' responsibilities statement set out on page 34, the
directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or
error.
In preparing the financial
statements, the directors are responsible for assessing the group's
and the parent company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to
cease operations, or have no realistic alternative but to do
so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain
reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of
these financial statements.
The extent to which our procedures
are capable of detecting irregularities, including fraud is
detailed below.
Irregularities, including fraud,
are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud.
Based on our understanding of the
group and the parent company and their industry, we considered that
non-compliance with the following laws and regulations might have a
material effect on the financial statements: employment regulation,
health and safety regulation, oil and gas laws and regulations,
anti-money laundering regulation, AIM listing rules and GDPR
regulations.
To help us identify instances of
non-compliance with these laws and regulations, and in identifying
and assessing the risks of material misstatement in respect to
non-compliance, our procedures included, but were not limited
to:
·
Gaining an understanding of the legal and
regulatory framework applicable to the group and the parent
company, the industry in which they operate, and the structure of
the group, and considering the risk of acts by the group and the
parent company which were contrary to the applicable laws and
regulations, including fraud;
·
Inquiring of the directors, management and, where
appropriate, those charged with governance, as to whether the group
and the parent company is in compliance with laws and regulations,
and discussing their policies and procedures regarding compliance
with laws and regulations;
·
Inspecting correspondence with relevant licensing
or regulatory authorities;
·
Reviewing minutes of directors' meetings in the
year;
·
Discussing amongst the engagement team the laws
and regulations listed above, and remaining alert to any
indications of non-compliance; and
·
Considering the risk of acts by the group and the
parent company which were contrary to applicable laws and
regulations, including fraud.
We also considered those laws and
regulations that have a direct effect on the preparation of the
financial statements, such as tax legislation, AIM listing rules
and the Companies Act 2006.
In addition, we evaluated the
directors' and management's incentives and opportunities for
fraudulent manipulation of the financial statements, including the
risk of management override of controls, and determined that the
principal risks related to posting manual journal entries to
manipulate financial performance, management bias through
judgements and assumptions in significant accounting estimates, in
particular in relation to relation to the carrying value of
exploration and evaluation and oil & gas assets,and significant
one-off or unusual transactions.
Our audit procedures in relation
to fraud included but were not limited to:
·
Making enquiries of the directors and management
on whether they had knowledge of any actual, suspected or alleged
fraud;
·
Gaining an understanding of the internal controls
established to mitigate risks related to fraud;
·
Discussing amongst the engagement team the risks
of fraud;
·
Addressing the risks of fraud through management
override of controls by performing journal entry
testing;
There are inherent limitations in
the audit procedures described above and the primary responsibility
for the prevention and detection of irregularities, including
fraud, rests with both those charged with governance and
management. As with any audit, there remained a risk of
non-detection of irregularities, as these may involve collusion,
forgery, intentional omissions, misrepresentations or the override
of internal controls.
The risks of material misstatement
that had the greatest effect on our audit are discussed in the "Key
audit matters" section of this report.
A further
description of our responsibilities is available on the Financial
Reporting Council's website at www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor's report.
Use of the audit report
This report is made solely to the
company's members as a body in accordance with Chapter 3 of Part 16
of the Companies Act 2006. Our audit work has been undertaken so
that we might state to the company's members those matters we are
required to state to them in an auditor's report and for no other
purpose. To the fullest extent permitted by law, we do not accept
or assume responsibility to anyone other than the company and the
company's members as a body for our audit work, for this report, or
for the opinions we have formed.
Stephen Brown (Senior Statutory Auditor) for and on behalf of Mazars
LLP
Chartered Accountants and
Statutory Auditor
The Pinnacle
160 Midsummer Boulevard
Milton Keynes
MK9 1FF
30 May 2024
Group Income Statement
For the year ended 31 December
|
|
Note
|
|
2023 £000
|
|
2022
£000
|
|
Continuing operations
|
|
|
|
|
|
|
|
Revenue
|
|
5
|
|
-
|
|
560
|
|
Cost of sales
|
|
6
|
|
-
|
|
(834)
|
|
Gross loss
|
|
|
|
-
|
|
(274)
|
|
|
|
|
|
|
|
|
|
Net (loss) in financial assets
measured at fair value through profit or loss
|
|
16
|
|
(2,661)
|
|
(1,851)
|
|
Other income
|
|
|
|
88
|
|
50
|
|
Share of losses of
associates
|
|
15
|
|
(611)
|
|
(1,576)
|
|
Other expenses
|
|
|
|
-
|
|
(89)
|
|
Net gains on sale of
businesses
|
|
3
|
|
-
|
|
4,997
|
|
Exploration expense
|
|
7
|
|
(1,596)
|
|
(74)
|
|
Administration expenses
|
|
|
|
(2,185)
|
|
(1,702)
|
|
Non-underlying items
|
|
26
|
|
(190)
|
|
(191)
|
|
Share based payments
expense
|
|
23
|
|
(57)
|
|
(22)
|
|
Foreign exchange gains
|
|
|
|
-
|
|
635
|
|
Operating loss
|
|
|
|
(7,212)
|
|
(97)
|
|
|
|
|
|
|
|
|
|
Finance costs - unwinding of
discount on decommissioning provisions
|
|
|
|
(15)
|
|
(16)
|
|
Finance income
|
|
|
|
33
|
|
68
|
|
(Loss) before tax for the year
|
|
|
|
(7,194)
|
|
(45)
|
|
|
|
|
|
|
|
|
|
Taxation
|
|
11
|
|
-
|
|
-
|
|
(Loss) for the year
|
|
|
|
(7,194)
|
|
(45)
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
Reabold shareholders
|
|
|
|
(7,194)
|
|
(45)
|
|
|
|
|
|
(7,194)
|
|
(45)
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
(Loss) for the year attributable
to Reabold shareholders
|
|
|
|
|
|
|
|
Per ordinary share
(pence)
|
|
|
|
|
|
|
|
Basic
|
|
12
|
|
(0.08)
|
|
(0.0005)
|
|
Diluted
|
|
12
|
|
(0.08)
|
|
(0.0005)
|
|
Group statement of comprehensive income
For the year ended 31 December
_____________________________________________________________________________________
|
|
Note
|
|
2023 £000
|
|
2022 £000
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
|
(7,194)
|
|
(45)
|
Other comprehensive income
|
|
|
|
|
|
|
Items that may be reclassified subsequently to profit or
loss
|
|
|
|
|
|
|
Currency translation
differences
|
|
|
|
-
|
|
71
|
Exchange (gains) on
translation of foreign operations
reclassified
|
|
|
|
|
|
|
to loss on sale of
business
|
|
|
|
-
|
|
(80)
|
Other comprehensive
income
|
|
|
|
-
|
|
(9)
|
Total comprehensive income
|
|
|
|
(7,194)
|
|
(54)
|
Attributable to
|
|
|
|
|
|
|
Reabold Shareholders
|
|
|
|
(7,194)
|
|
(54)
|
Balance sheet as at 31
December
_____________________________________________________________________________________
|
|
|
Group
|
Company
|
|
|
Note
|
2023
|
2022
|
2023
|
2022
|
Registered Number: 3542727
|
|
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Exploration & evaluation
assets
|
|
13
|
7,023
|
6,815
|
6,766
|
6,451
|
Investments in
associates
|
|
15
|
26,083
|
22,272
|
26,083
|
22,272
|
Investments in
subsidiaries
|
|
14
|
-
|
-
|
13
|
3,470
|
Other investments
|
|
16
|
27
|
3,484
|
15
|
15
|
|
|
|
33,133
|
32,571
|
32,877
|
32,208
|
Current assets
|
|
|
|
|
|
|
Prepayments
|
|
|
95
|
120
|
81
|
116
|
Trade and other
receivables
|
|
17
|
126
|
181
|
393
|
629
|
Other investments
|
|
16
|
4,365
|
8,728
|
4,365
|
8,728
|
Restricted cash
|
|
18
|
25
|
25
|
25
|
25
|
Cash and cash
equivalents
|
|
18
|
5,413
|
5,511
|
5,413
|
5,511
|
|
|
|
10,024
|
14,565
|
10,277
|
15,009
|
Total assets
|
|
|
43,157
|
47,136
|
43,154
|
47,217
|
Current liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
|
19
|
330
|
198
|
326
|
198
|
Accruals
|
|
|
271
|
111
|
271
|
111
|
|
|
|
601
|
309
|
597
|
309
|
Non-Current liabilities
|
|
|
|
|
|
|
Provision for
decommissioning
|
|
20
|
382
|
367
|
382
|
367
|
|
|
|
382
|
367
|
382
|
367
|
Total liabilities
|
|
|
983
|
676
|
979
|
676
|
Net assets
|
|
|
42,174
|
46,460
|
42,175
|
46,541
|
|
|
|
|
|
|
|
EQUITY
|
|
|
|
|
|
|
Share capital
|
|
22
|
10,589
|
9,044
|
10,589
|
9,044
|
Share premium account
|
|
|
1,103
|
29,033
|
1,103
|
29,033
|
Capital redemption
reserve
|
|
|
200
|
200
|
200
|
200
|
Treasury shares
|
|
|
(263)
|
-
|
(263)
|
-
|
Share based payment
reserve
|
|
23
|
1,977
|
1,920
|
1,977
|
1,920
|
Retained
earnings
|
|
|
28,568
|
6,263
|
28,569
|
6,344
|
Total Equity
|
|
|
42,174
|
46,460
|
42,175
|
46,541
|
The loss for the Company was £7.3
million for the year ended 31 December 2023 (2022: loss of £0.6
million). In accordance with the exemption granted under section
408 of the Companies Act 2006, a separate income statement for the
Company has not been presented.
Approved by the Board on 30 May
2024
Sachin Oza
|
Stephen Williams
|
Co-Chief Executive
Officer
|
Co-Chief Executive
Officer
|
Statement of changes in equity for the year ended 31
December
_____________________________________________________________________________________
Group
|
Note
|
Share
capital
|
Share premium
account
|
Capital redemption
reserve
|
Treasury
Shares
|
Share based payments
reserve
|
Foreign currency translation
reserve
|
Retained
earnings
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
9,044
|
29,033
|
200
|
|
1,898
|
9
|
6,308
|
46,492
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(45)
|
(45)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
-
|
-
|
(9)
|
-
|
(9)
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
-
|
(9)
|
(45)
|
(54)
|
Share-based payments
|
23
|
-
|
-
|
-
|
-
|
22
|
-
|
-
|
22
|
At 31 December 2022
|
|
9,044
|
29,033
|
200
|
-
|
1,920
|
-
|
6,263
|
46,460
|
|
|
|
|
|
|
|
|
|
|
Loss for the
year
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,194)
|
(7,194)
|
Other comprehensive
income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,194)
|
(7,194)
|
Issue of ordinary share
capital
|
22
|
1,545
|
1,524
|
-
|
-
|
-
|
-
|
-
|
3,069
|
Repurchase of ordinary share
capital
|
22
|
-
|
-
|
-
|
(263)
|
-
|
-
|
-
|
(263)
|
Reduction of share premium
account
|
|
-
|
(29,454)
|
-
|
-
|
-
|
-
|
29,454
|
-
|
Share-based payments
|
23
|
-
|
-
|
-
|
-
|
57
|
-
|
-
|
57
|
Share of equity-accounted
entities' changes in equity
|
|
-
|
-
|
-
|
-
|
-
|
-
|
45
|
45
|
At 31 December 2023
|
|
10,589
|
1,103
|
200
|
(263)
|
1,977
|
-
|
28,568
|
42,174
|
|
|
|
|
|
|
|
|
|
|
Company
|
Note
|
Share
capital
|
Share premium
account
|
Capital redemption
reserve
|
Treasury
Shares
|
Share based payments
reserve
|
Retained
earnings
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
9,044
|
29,033
|
200
|
-
|
1,898
|
6,938
|
47,113
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
-
|
-
|
-
|
-
|
(594)
|
(594)
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
-
|
(594)
|
(594)
|
Share-based payments
|
23
|
-
|
-
|
-
|
-
|
22
|
-
|
22
|
At 31 December 2022
|
|
9,044
|
29,033
|
200
|
-
|
1,920
|
6,344
|
46,541
|
|
|
|
|
|
|
|
|
|
Loss for the
year
|
|
-
|
-
|
-
|
-
|
-
|
(7,274)
|
(7,274)
|
Total comprehensive income
|
|
-
|
-
|
-
|
-
|
-
|
(7,274)
|
(7,274)
|
Issue of ordinary share
capital
|
22
|
1,545
|
1,524
|
-
|
-
|
|
-
|
3,069
|
Repurchase of ordinary share
capital
|
22
|
-
|
-
|
-
|
(263)
|
-
|
-
|
(263)
|
Reduction of share premium
account
|
|
-
|
(29,454)
|
-
|
-
|
-
|
29,454
|
-
|
Share-based payments
|
23
|
-
|
-
|
-
|
-
|
57
|
-
|
57
|
Share of equity-accounted
entities' changes in equity
|
|
-
|
-
|
-
|
-
|
-
|
45
|
45
|
At 31 December 2023
|
|
10,589
|
1,103
|
200
|
(263)
|
1,977
|
28,569
|
42,175
|
|
|
|
|
|
|
|
|
|
Share Capital
The balance on the share capital
account represents the aggregate nominal value of all ordinary and
preference shares in issue.
Share premium account
The balance on the share premium
account represents the amounts received in excess of the nominal
value of the ordinary and preference shares.
Capital redemption reserve
The balance on the capital
redemption reserve represents the aggregate nominal value of all
the ordinary shares repurchased and cancelled.
Treasury shares
Treasury shares represent Reabold
shares repurchased and available for specific and limited
purposes.
Share based payments reserve
The share-based payments reserve
is used to recognise the value of equity-settled share-based
payments provided to employees, including key management personnel,
as part of their remuneration. Refer to Note 23 for further details
of these plans.
Foreign currency translation reserve
The foreign currency translation
reserve records exchange differences arising from the translation
of the financial statements of foreign operations. Upon disposal of
foreign operations, the related accumulated exchange differences
are reclassified to the income statement. Following the equity
exchange with Daybreak in 2022, £80,000 was reclassified to the
income statement. See Note 3 - Disposals.
Retained earnings
The balance held on this reserve
is the accumulated retained profits and losses of the
group/company
Cash flow statement for the year ended 31
December
_____________________________________________________________________________________
|
|
Group
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
Note
|
£000
|
£000
|
£000
|
£000
|
Operating activities
|
|
|
|
|
|
(Loss) for the period
|
|
(7,194)
|
(45)
|
(7,274)
|
(594)
|
Adjustments to reconcile loss for
the period to net cash used in operating activities
|
|
|
|
|
|
Depreciation
|
6
|
-
|
318
|
-
|
-
|
Exploration
expenditure written off
|
7
|
1,400
|
|
-
|
|
Impairment of
investments
|
14
|
-
|
-
|
4,665
|
5,163
|
Impairment of
receivables
|
17
|
|
|
391
|
-
|
Net loss (gain) on
financial assets at fair value
through profit or
loss
|
16
|
2,661
|
1,851
|
(796)
|
(75)
|
Net gain on sale of
businesses
|
3
|
-
|
(4,997)
|
-
|
(7,342)
|
Share of losses from
associates
|
15
|
611
|
1,576
|
611
|
1,576
|
Net finance (income)
costs
|
|
(18)
|
(52)
|
(18)
|
(72)
|
Share-based payments
expense
|
23
|
57
|
22
|
57
|
22
|
Other non-cash
movements
|
|
-
|
89
|
-
|
-
|
Unrealised currency
translation (gains)
|
|
4
|
(616)
|
4
|
-
|
Net cash used in operating activities before working capital
movements
|
|
(2,479)
|
(1,854)
|
(2,360)
|
(1,322)
|
(Increase) in
inventories
|
|
-
|
(24)
|
-
|
-
|
Decrease (increase)
in other current assets
|
|
32
|
(149)
|
36
|
(426)
|
Increase in other
current liabilities
|
|
290
|
243
|
288
|
210
|
Net cash used in operating activities
|
|
(2,157)
|
(1,784)
|
(2,036)
|
(1,538)
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
Expenditure on oil and gas
assets
|
|
-
|
(8)
|
-
|
-
|
Expenditure on exploration &
evaluation assets
|
|
(398)
|
(366)
|
(315)
|
(276)
|
Acquisitions
|
|
(2,468)
|
(343)
|
(2,467)
|
-
|
Investments in
associates
|
|
-
|
-
|
|
-
|
Total cash capital expenditure
|
|
(2,866)
|
(717)
|
(2,782)
|
(276)
|
Proceeds from disposal of
associate
|
3
|
5,159
|
3,175
|
5,159
|
3,175
|
Interest received
|
|
33
|
6
|
33
|
6
|
Movements in restricted
cash
|
|
-
|
(33)
|
-
|
-
|
Net cash disposed from sale of
business
|
|
-
|
(16)
|
-
|
-
|
Loans to subsidiaries
|
|
-
|
-
|
(205)
|
(479)
|
Net cash generated by investment activities
|
|
2,326
|
2,415
|
2,205
|
2,426
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
Repurchase of shares
|
22
|
(263)
|
-
|
(263)
|
-
|
Net cash used in financing activities
|
|
(263)
|
-
|
(263)
|
-
|
|
|
|
|
|
|
Currency translation differences
relating to cash and cash equivalents
|
|
(4)
|
(3)
|
(4)
|
1
|
(Decrease) Increase in cash and cash
equivalents
|
|
(98)
|
628
|
(98)
|
888
|
Cash and cash equivalents at the
beginning of the period
|
18
|
5,511
|
4,883
|
5,511
|
4,622
|
Cash and cash equivalents at the
end of the period
|
18
|
5,413
|
5,511
|
5,413
|
5,511
|
|
|
|
|
|
|
Notes to the financial statements
1. Significant accounting
policies, judgements, estimates and assumptions
Authorisation of financial statements and statement of
compliance with International Financial Reporting
Standards
The consolidated financial
statements of Reabold Resources PLC and its subsidiaries
(collectively referred to as Reabold or the Group) for the year
ended 31 December 2023 were approved and signed by the
Co-Chief Executive Officers on 30 May 2024 having been duly
authorised to do so by the Board of Directors. Reabold is a public
limited company incorporated and domiciled in England and Wales
with its registered office at 20 Primrose Street, London, EC2A 2EW.
The principal activity of the Company and the Group is to invest in
pre-cash flow upstream oil and gas projects to create value and
generate returns. The Company's ordinary shares are traded on AIM.
The Group's and Company's financial statements have been prepared
in accordance with UK-adopted International Accounting Standards in
conformity with the requirements of the Companies Act 2006. The
significant accounting policies and accounting judgements,
estimates and assumptions of the Group are set out
below.
Basis of preparation
The financial statements for the
Group and Company have been prepared on a going concern basis and
in accordance with IFRS and IFRS Interpretations Committee (IFRIC)
interpretations issued and effective for the year ended
31 December 2023. The accounting policies that follow have
been consistently applied to all years presented, except where
otherwise indicated. The consolidated financial statements have
been prepared on a historical cost basis, except for the fair value
remeasurement of certain financial instruments as set out in the
accounting policies and are presented in £ sterling and all values
are rounded to the nearest thousand pounds (£000), except where
otherwise indicated.
Going concern
The Directors consider it
appropriate to adopt the going concern basis of accounting in
preparing the financial statements. At 31 December 2023, the group
held cash and cash equivalents of £5.4 million and a further £4.4
million was received in January 2024 as part of the consideration
for the sale of Corallian. The Group regularly monitors its cash,
funding and liquidity position. Near term cash projections are
revised and underlying assumptions reviewed. Longer-term
projections are also updated regularly. Reabold has no borrowings,
and its capital commitments can be funded from existing cash
resources. In assessing the appropriateness of the going concern
assumption, management have stress-tested Reabold's most recent
financial projections to incorporate a range of potential future
outcomes by considering Reabold's principal risks and cash
preservation measures. The Group's financial forecasts demonstrate
that the Group believes that it has sufficient financial resources
to meet its obligations as they fall due indicating the Group will
continue to operate as a going concern for at least 12 months from
the date of approval of the financial statements. Therefore, the
Directors consider it appropriate to continue to adopt the going
concern basis of accounting in preparing these consolidated
financial statements.
Significant accounting policies: use of judgements, estimates
and assumptions
Inherent in the application of
many of the accounting policies used in preparing the consolidated
financial statements is the need for Reabold management to make
judgements, estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent
assets and liabilities, and the reported amounts of revenues and
expenses. Actual outcomes could differ from the estimates and
assumptions used. The accounting judgements and estimates that have
a significant impact on the results of the Group are set out below,
and should be read in conjunction with the information provided in
the Notes on financial statements.
Sources of estimation uncertainty
Determining the fair value of contingent consideration
receivable
The contingent consideration
relates to the disposal of Corallian which is a financial asset
classified as measured at fair value through profit or loss. In
2023 the estimation of the contingent consideration receivable was
not considered a significant source of estimation uncertainty as
the remaining contingent consideration was received in full in
January 2024 (see note 16 for further information). In 2022, the
fair value was determined using an estimate of discounted future
cash flows that were expected to be received based on the
contractual terms and was considered a level 3 valuation under the
fair value hierarchy. The deferred consideration receivable was
modelled using the maximum available external information. The
discount rate used is based on a risk-free rate adjusted for
asset-specific risks. (See note 16 for further
information).
Decommissioning provision
Amounts used in recording a
provision for decommissioning are estimates based on current legal
and constructive requirements and current technology and price
levels for the removal of facilities and plugging and abandoning of
wells. Due to changes in relation to these items, the future actual
cash outflows in relation to decommissioning are likely to differ
in practice. To reflect the effects due to changes in legislation,
requirements and technology and price levels, the carrying amounts
of decommissioning provisions are reviewed on a regular basis. The
discount rate applied to reflect the time value of money in the
carrying amount of provisions requires estimation. The discount
rate used in the calculation of provisions is the pre-tax rate that
reflects current market assessments of the time value of money.
Generally, the market assessments of the time value of money can be
reflected in the risk-free rate. Reabold considers it appropriate
to use UK gilt yield returns as the basis for the risk-free rate.
The discount rate applied is reviewed regularly and adjusted
following changes in market rates. The effects of changes in
estimates do not give rise to prior year adjustments and are dealt
with prospectively. While the group uses its best estimates and
judgement, actual results could differ from these estimates (see
note 20 for further information).
Use of judgements
Assessment as not an investment entity
Entities that meet the definition
of an investment entity within IFRS 10 are required to measure
their subsidiaries at FVPL rather than consolidate them. The
criteria which define an investment entity are, as
follows:
· An
entity that obtains funds from one or more investors for the
purpose of providing those investors with investment management
services
· An
entity that commits to its investors that its business purpose is
to invest funds solely for returns from capital appreciation,
investment income, or both
· An
entity that measures and evaluates the performance of substantially
all of its investments on a fair value basis
Reabold holds direct interests in
several exploration and appraisal assets. How these assets will be
monetised is not determined at the outset, and could take several
forms e.g a sale, an IPO, a farmout or taking the assets through to
production. Reabold does not commit to its investors that its
business purpose is to invest funds solely for returns from capital
appreciation or investment income.
The Board has concluded that the
business does not meet the definition of an investment entity.
These conclusions will be reassessed on a continuous basis, if any
of these criteria or characteristics change.
Investments in Daybreak, Rathlin and Danube
Judgement is required in assessing
the level of control or influence over another entity in which the
Group holds an interest. For Reabold, the judgements that the Group
does not have significant influence over Daybreak, and continues to
have significant influence over Rathlin and Danube are
significant.
Significant influence is defined
in IFRS as the power to participate in the financial and operating
policy decisions of the investee but is not control or joint
control of those policies. Significant influence is presumed when
an entity owns 20% or more of the voting power of the investee.
Significant influence is presumed not to be present when an entity
owns less than 20% of the voting power of the investee. IFRS
identifies several indicators that may provide evidence of
significant influence, including representation on the board of
directors of the investee and participation in policy-making
processes.
Daybreak
Following Reabold's announcement
on 26 May 2022 regarding the completion of the equity exchange
agreement with Daybreak, Reabold assessed whether it has
significant influence over Daybreak. Judgement is required in
assessing the level of control or influence over another entity in
which the Group holds an interest. For Reabold, the judgement that
the Group does not have significant influence over Daybreak even
though it holds 42% of the voting rights is significant.
Reabold does not have any
directors on the Board of Daybreak, nor can it appoint any
directors and it does not actively participate in the financial and
operating policy decisions of Daybreak. All significant decisions
are taken by the executive management team of Daybreak, which does
not include any director, employee or contractor of Reabold.
Reabold does not exchange technical information with Daybreak nor
is there any interchange of managerial personnel. Reabold is a
passive investor and does not have the ability to exercise
significant influence over the operating and financial policies of
Daybreak. Reabold's management considers, therefore, that the Group
does not have significant influence over Daybreak, as defined by
IFRS. As a consequence of this judgement, Reabold accounts for its
interest in Daybreak as a financial asset measured at fair value
within 'Other investments'. See Note 16 for further
information.
Rathlin
Whilst Reabold holds an equity
stake in Rathlin of 59.5%, it is considered to only have
significant influence and not control over Rathlin. Pursuant to the
existing Rathlin Shareholders' Agreement, Reabold has the right to
appoint only one director to the Board of Rathlin, which comprises
five directors. Reabold's 59.5% interest in Rathlin is as a
result of Rathlin's funding requirements and Reabold's desire to
increase its economic interest in the West Newton Project, rather
than an objective by Reabold to seek control over Rathlin. As a
consequence of this judgement, Reabold does not consolidate Rathlin
as a subsidiary, but instead treats Rathlin as an associate and
incorporates the results, assets and liabilities of Rathlin in the
consolidated financial statements using the equity method of
accounting.
Danube
Reabold holds an equity stake in
Danube of 50.8%, it is considered to only have significant
influence and not control over Danube. Pursuant to the existing
Danube Shareholders' Agreement, Reabold has the right to appoint
only one director to the Board of Danube, which comprises three
directors. Reabold's 50.8% interest in Danube is as a result
of Danube's funding requirements and Reabold's desire to increase
its economic interest in Danube's projects in Romania, rather than
an objective by Reabold to seek control over Danube. As a
consequence of this judgement, Reabold does not consolidate Danube
as a subsidiary, but instead treats Danube as an associate and
incorporates the results, assets and liabilities of Danube in the
consolidated financial statements using the equity method of
accounting.
Exploration and appraisal intangible assets
Judgement is required to determine
whether it is appropriate to continue to carry costs associated
with exploration wells on the balance sheet. This includes costs
relating to exploration licences. It is not unusual to have such
costs remaining suspended on the balance sheet for several years
while additional appraisal drilling and seismic work on the
potential oil and natural gas field is performed or while the
optimum development plans and timing are established. The costs are
carried based on the current regulatory and political environment
or any known changes to that environment. All such carried costs
are subject to regular technical, commercial and management review
on at least an annual basis to confirm the continued intent to
develop, or otherwise extract value from, the discovery. Where this
is no longer the case, the costs are immediately
expensed.
The carrying amount of capitalised
costs are included in note 13.
Basis of consolidation
The consolidated group financial
statements consolidate the financial statements of Reabold
Resources PLC and its subsidiaries drawn up to 31 December
each year. Subsidiaries are consolidated from the date of their
acquisition, being the date on which the Group obtains control,
including when control is obtained via potential voting rights, and
continue to be consolidated until the date that control
ceases.
The financial statements of
subsidiaries are prepared for the same reporting year as the Parent
Company, using consistent accounting policies. Intragroup balances
and transactions have been eliminated.
If the group loses control over a
subsidiary, it derecognises the related assets (including
goodwill), liabilities, other components of equity while any
resultant gain or loss is recognised in profit or loss. Any
investment retained is recognised at fair value.
Interests in other entities
Business combinations and
goodwill
Business combinations are
accounted for using the acquisition method. The identifiable assets
acquired and liabilities assumed are recognised at their fair
values at the acquisition date.
Goodwill is initially measured as
the excess of the aggregate of the consideration transferred, the
amount recognised for any non-controlling interest and the
acquisition-date fair values of any previously held interest in the
acquiree over the fair value of the identifiable assets acquired
and liabilities assumed at the acquisition date. The amount
recognised for any non-controlling interest is measured at the
present ownership's proportionate share in the recognised amounts
of the acquiree's identifiable net assets. At the acquisition date,
any goodwill acquired is allocated to each of the cash generating
units, or groups of cash-generating units, expected to benefit from
the combination's synergies. Following initial recognition,
goodwill is measured at cost less any accumulated impairment
losses.
Goodwill may arise upon
investments in joint ventures and associates, being the surplus of
the cost of investment over the group's share of the net fair value
of the identifiable assets and liabilities. Any such goodwill is
recorded within the corresponding investment in joint ventures and
associates.
Goodwill may also arise upon
acquisition of interests in joint operations that meet the
definition of a business. The amount of goodwill separately
recognised is the excess of the consideration transferred over the
group's share of the net fair value of the identifiable assets and
liabilities.
Acquisitions, Asset
Purchases and Disposals
Acquisitions of oil and gas
properties are accounted for under the acquisition method when the
assets acquired and liabilities assumed constitute a
business.
Transactions involving the
purchase of an individual field interest, or a group of field
interests, that do not constitute a business, are treated as asset
purchases. Accordingly, no goodwill and no deferred tax gross up
arises, and the consideration is allocated to the assets and
liabilities purchased on an appropriate basis. Proceeds from the
entire disposal of a development and production asset, or any part
thereof, are taken to the income statement together with the
requisite proportional net book value of the asset, or part
thereof, being sold.
Interests in joint
arrangements
Certain of the Group's activities
are conducted through joint operations. Reabold recognises, on a
line-by-line basis in the consolidated financial statements, its
share of the assets, liabilities and expenses of these joint
operations incurred jointly with the other partners, along with the
Group's income from the sale of its share of the output and any
liabilities and expenses that the Group has incurred in relation to
the joint operation.
Full details of Reabold's working
interests in those petroleum and natural gas exploration and
production activities classified as joint operations are included
in the Review of Operations.
Interests in
associates
The results, assets and
liabilities of associates are incorporated in these consolidated
financial statements using the equity method of accounting as
described below.
The equity method of accounting
Under the equity method, an
investment is carried on the balance sheet at cost plus
post-acquisition changes in the Group's share of net assets of the
entity, less distributions received and less any impairment in
value of the investment. The Group income statement reflects the
Group's share of the results after tax of the equity-accounted
entity. The Group's share of amounts recognised directly in equity
by an equity-accounted entity is recognised in the group's
statement of changes in equity. Financial statements of
equity-accounted entities are prepared for the same reporting year
as the Group.
The Group assesses investments in
equity-accounted entities for impairment whenever there is
objective evidence that the investment is impaired. If any such
objective evidence of impairment exists, the carrying amount of the
investment is compared with its recoverable amount, being the
higher of its fair value less costs of disposal and value in use.
If the carrying amount exceeds the recoverable amount, the
investment is written down to its recoverable amount.
Segmental reporting
The Group's operating segments are
established on the basis of those components of the Group that are
evaluated regularly by the Co-Chief Executive Officers, Reabold's
chief decision makers, in deciding how to allocate resources and in
assessing performance. The accounting policies of the operating
segments are the same as the Group's accounting policies described
in this note. Reabold changed its segmental reporting during 2023,
see 'Change in segmentation' below.
Foreign currency translation
In individual subsidiaries and
associates, transactions in foreign currencies are initially
recorded in the functional currency of those entities at the spot
exchange rate on the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are retranslated into
the functional currency at the spot exchange rate on the balance
sheet date. Any resulting exchange differences are included in the
income statement. Non-monetary items, other than those measured at
fair value, are not retranslated subsequent to initial
recognition.
In the consolidated financial
statements, the assets and liabilities of non-£ sterling functional
currency subsidiaries and related goodwill, are translated into £
sterling at the spot exchange rate on the balance sheet date. The
results and cash flows of non-£ sterling functional currency
subsidiaries are translated into £ sterling using average rates of
exchange. In the consolidated financial statements, exchange
adjustments arising when the opening net assets and the profits for
the year retained by non-£ sterling functional currency
subsidiaries and associates are translated into £ sterling are
recognised in a separate component of equity and reported in other
comprehensive income. On disposal of a non-£ sterling functional
currency subsidiary or associate, the related accumulated exchange
gains and losses recognised in equity are reclassified from equity
to the income statement.
Intangible assets - Oil and gas exploration and evaluation
expenditure
Oil and gas exploration and
evaluation expenditure is accounted for using the successful
efforts method of accounting as described below.
Pre-licence costs
Pre-licence costs are expensed in
the period in which they are incurred.
Licence and property acquisition costs
Exploration licence and
acquisition costs are capitalised in intangible assets. Licence
costs paid in connection with a right to explore in an existing
exploration area are capitalised and are reviewed at each reporting
date to confirm that there is no indication that the carrying
amount exceeds the recoverable amount. This review includes
confirming that exploration drilling is still under way or firmly
planned, or that it has been determined, or work is under way to
determine that the discovery is economically viable based on a
range of technical and commercial considerations and that
sufficient progress is being made on establishing development plans
and timing. If no future activity is planned or the licence has
been relinquished or has expired, the carrying value of the licence
and property acquisition costs are written off. Upon recognition of
proved reserves and internal approval for development, the relevant
expenditure is transferred to oil and gas properties.
Exploration and evaluation costs
Exploration and evaluation
activity involves the search for hydrocarbon resources, the
determination of technical feasibility and the assessment of
commercial viability of an identified resource. Once the legal
right to explore has been acquired, costs directly associated with
an exploration well are capitalised as exploration and evaluation
intangible assets until the drilling of the well is complete and
the results have been evaluated. These costs include directly
attributable employee remuneration, materials and fuel used, rig
costs and payments made to contractors. Geological and geophysical
costs are recognised in the statement of profit or loss and other
comprehensive income, as incurred. If no potentially commercial
hydrocarbons are discovered, the exploration asset is
expensed.
If extractable hydrocarbons are
found and, subject to further appraisal activity (e.g., the
drilling of additional wells), it is probable that they can be
commercially developed, the costs continue to be carried as an
intangible asset while sufficient/continued progress is made in
assessing the commerciality of the hydrocarbons. Costs directly
associated with appraisal activity undertaken to determine the
size, characteristics and commercial potential of a reservoir
following the initial discovery of hydrocarbons, including the
costs of appraisal wells where hydrocarbons were not found, are
initially capitalised as an intangible asset. All such capitalised
costs are subject to technical, commercial and management review,
as well as review for indicators of impairment at least once a
year. This is to confirm the continued intent to develop or
otherwise extract value from the discovery. When this is no longer
the case, the costs are expensed.
When proved reserves of oil and
gas are identified and development is sanctioned by management, the
relevant capitalised expenditure is first assessed for impairment
and (if required) any impairment loss is recognised, then the
remaining balance is transferred to oil and gas
properties.
Property, plant and equipment - Oil and gas
assets
Capitalisation
Oil and gas properties are stated
at cost, less any accumulated depreciation and accumulated
impairment losses. Oil and gas properties are generally accumulated
into single field cost centres and represent the cost of developing
the commercial reserves and bringing them into production together
with the E&E expenditures incurred in finding commercial
reserves previously transferred from E&E assets as outlined in
the policy above.
Depreciation
The net book values of producing
assets are depreciated generally on a field-by-field basis using
the unit-of-production method by reference to the ratio of
production in the year and the related commercial reserves of the
field, taking into account the future development expenditure
necessary to bring those reserves into production.
Impairment of property, plant and equipment and intangible
assets (oil and gas exploration and evaluation
expenditure)
The Group assesses assets or
groups of assets, called cash-generating units (CGUs), for
impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset or CGU may not be recoverable;
for example, changes in the Group's business plans to dispose
rather than retain assets, changes in the Group's assumptions about
commodity prices, evidence of physical damage or, for oil and gas
assets, significant downward revisions of estimated reserves or
increases in estimated future development expenditure or
decommissioning costs. If any such indication of impairment exists,
the Group makes an estimate of the asset's or CGU's recoverable
amount. Individual assets are grouped into CGUs for impairment
assessment purposes at the lowest level at which there are
identifiable cash inflows that are largely independent of the cash
inflows of other groups of assets. A CGU's recoverable amount is
the higher of its fair value less costs of disposal and its value
in use. If it is probable that the value of the CGU will be
primarily recovered through a disposal transaction, the expected
disposal proceeds are considered in determining the recoverable
amount. Where the carrying amount of a CGU exceeds its recoverable
amount, the CGU is considered impaired and is written down to its
recoverable amount.
Investments
In its separate financial
statements the Company recognises its investments in subsidiaries
at cost less any provision for impairment.
Financial assets
Financial assets are recognised
initially at fair value, normally being the transaction price. In
the case of financial assets not measured at fair value through
profit or loss, directly attributable transaction costs are also
included. The subsequent measurement of financial assets depends on
their classification, as set out below. The Group derecognises
financial assets when the contractual rights to the cash flows
expire or the rights to receive cash flows have been transferred to
a third party and either substantially all of the risks and rewards
of the asset have been transferred, or substantially all the risks
and rewards of the asset have neither been retained nor transferred
but control of the asset has been transferred. The Group classifies
its financial assets as measured at amortised cost, fair value
through other comprehensive income or fair value through profit or
loss. The classification depends on the business model for managing
the financial assets and the contractual cash flow characteristics
of the financial asset.
Financial assets measured at amortised cost
Financial assets are classified as
measured at amortised cost when they are held in a business model
the objective of which is to collect contractual cash flows and the
contractual cash flows represent solely payments of principal and
interest. Gains and losses are recognised in profit or loss when
the assets are derecognised or impaired. This category of financial
assets includes trade and other receivables.
Financial assets measured at fair value through other
comprehensive income
Financial assets are classified as
measured at fair value through other comprehensive income when they
are held in a business model the objective of which is both to
collect contractual cash flows and sell the financial assets, and
the contractual cash flows represent solely payments of principal
and interest. The Group does not measure any financial assets at
fair value through other comprehensive income.
Financial assets measured at fair value through profit or
loss
Financial assets are classified as
measured at fair value through profit or loss when the asset does
not meet the criteria to be measured at amortised cost or fair
value through other comprehensive income. Such assets are carried
on the balance sheet at fair value with gains or losses recognised
in the income statement.
Investments in equity instruments
Investments in equity instruments
are subsequently measured at fair value through profit or
loss.
Cash and cash equivalents
Cash and cash equivalents include
cash at bank and short-term bank deposits that generally have a
maturity of three months or less at the date of
purchase.
Equity instruments
Equity instruments issued by the
Company are recorded in equity at the proceeds received, net of
direct issue costs.
Financial liabilities
Financial liabilities are
recognised when the Group becomes party to the contractual
provisions of the instrument. The Group derecognises financial
liabilities when the obligation specified in the contract is
discharged, cancelled or expired. The measurement of financial
liabilities depends on their classification. The Group's financial
liabilities include trade and other payables and accruals which are
measured at amortised cost.
Financial liabilities measured at amortised
cost
The Group's financial liabilities
are initially recognised at fair value, net of directly
attributable transaction costs. The Group's financial liabilities
currently include trade and other payables and accruals.
Obligations for loans and borrowings are recognised when the group
becomes party to the related contracts and are measured initially
at the fair value of consideration received less directly
attributable transaction costs. After initial recognition,
interest-bearing loans and borrowings are subsequently measured at
amortised cost using the effective interest method. Gains and
losses are recognised in the income statement when the liabilities
are derecognised as well as through the amortisation
process.
Fair value measurement
Fair value is the price that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants. The Group
categorises assets and liabilities measured at fair value into one
of three levels depending on the ability to observe inputs employed
in their measurement. Level 1 inputs are quoted prices in active
markets for identical assets or liabilities. Level 2 inputs that
are observable, either directly or indirectly, other than quoted
prices included within level 1 for the asset or liability. Level 3
inputs are unobservable inputs for the asset or liability
reflecting significant modifications to observable related market
data or Reabold's assumptions about pricing by market
participants.
Provisions
Provisions are recognised when the
Group has a present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources will be
required to settle the obligation, and a reliable estimate can be
made of the amount of the obligation.
Decommissioning
Liabilities for decommissioning
costs are recognised when the Group has an obligation to plug and
abandon a well, dismantle and remove a facility or an item of plant
and to restore the site on which it is located. Liabilities may
arise upon construction of such facilities, upon acquisition or
through a subsequent change in legislation or regulations. The
amount recognised is the estimated present value of future
expenditure determined in accordance with local conditions and
requirements. An amount equivalent to the decommissioning provision
is recognised as part of the corresponding intangible asset (in the
case of an exploration or appraisal well) or property, plant and
equipment. The decommissioning portion of the property, plant and
equipment is subsequently depreciated at the same rate as the rest
of the asset. Other than the unwinding of discount on or
utilisation of the provision, any change in the present value of
the estimated expenditure is reflected as an adjustment to the
provision and the corresponding asset where that asset is
generating or is expected to generate future economic
benefits.
Employee benefits
Wages, salaries, bonuses, social
security contributions, paid annual leave and sick leave are
accrued in the period in which the associated services are rendered
by the employees of the Group. The accounting policy for
share-based payments is described below.
Share-based payments
Equity-settled transactions
The cost of equity-settled
transactions with employees is measured by reference to the fair
value of the equity instruments on the date on which they are
granted and is recognised as an expense over the vesting period,
which ends on the date on which the employees become fully entitled
to the award. A corresponding credit is recognised within equity.
Fair value is determined by using an appropriate, widely used,
valuation model. In valuing equity-settled transactions, no account
is taken of any vesting conditions, other than conditions linked to
the price of the shares of the Company (market conditions).
Non-vesting conditions are taken into account in the grant-date
fair value, and failure to meet a non-vesting condition, where this
is within the control of the employee is treated as a cancellation
and any remaining unrecognised cost is expensed.
Income taxes
The tax charge represents the sum
of current and deferred tax.
Current tax payable is based on
taxable profits for the year. Taxable profits differ from net
profits as reported in the income statement because it excludes
items that are taxable or deductible in other years and items that
are not taxable or deductible. The Company's liability for current
tax is calculated using tax rates that have been enacted or
substantively enacted at the balance sheet date.
Deferred tax is the tax expected
to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the liability method. Deferred
tax liabilities are recognised for all temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
temporary differences can be utilised.
The carrying amount of deferred
tax assets is reviewed at each balance sheet date and reduced to
the extent that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be
recovered. Deferred tax assets are offset when there is a legally
enforceable right to offset current tax assets against current
liabilities and when deferred tax assets and deferred tax
liabilities relate to income taxes levied by the same tax authority
on either the same taxable entity or different taxable entity where
there is an intention to settle on a net basis.
Deferred tax is calculated at the
tax rates that are expected to apply in the period when the
liability or the asset is realised.
Revenue from contracts with customers
Revenue from contracts with
customers is recognised when control of the goods or services are
transferred to the customer at an amount that reflects the
consideration to which the Group expects to be entitled to in
exchange for those goods or services. Revenue is measured at the
fair value of the consideration received or receivable and
represents amounts receivable for goods provided in the normal
course of business, net of discounts, customs duties and sales
taxes. The Group has concluded that it is the principal in its
revenue arrangements because it typically controls the goods or
services before transferring them to the customer.
The sale of crude oil, gas or
condensate represents a single performance obligation. This
generally occurs when the product is physically transferred into
the customer's tanker, pipeline or other delivery mechanism.
Revenue is accordingly recognised for this performance obligation
when control over the corresponding commodity is transferred to the
customer.
Own equity instruments - treasury shares
Own equity instruments that are
reacquired (treasury shares) are recognised at cost and deducted
from equity. Treasury shares represent ordinary shares repurchased
and available for specific and limited purposes. No gain or loss is
recognised in profit or loss on the purchase, sale, issue or
cancellation of the Group's own equity instruments. Any difference
between the carrying amount and the consideration, if reissued, is
also recognised in equity.
Finance income
Finance revenue chiefly comprises
interest income from cash deposits on the basis of the effective
interest rate method and is disclosed separately on the face of the
income statement.
Earnings per share
Earnings per share is calculated
using the weighted average number of ordinary shares outstanding
during the period. Diluted earnings per share is calculated based
on the weighted average number of ordinary shares outstanding
during the period plus the weighted average number of shares that
would be issued on the conversion of all relevant potentially
dilutive shares to ordinary shares. Where the impact of converted
shares would be anti-dilutive, these are excluded from the
calculation of diluted earnings.
Updates to significant accounting polices
New and amended standards
and interpretations
There are no new or amended
standards or interpretations adopted from 1 January 2023 onwards
that have a significant impact on the financial
information.
Standards issued but not yet
effective
There are no standards, amendments
or interpretations in issue but not yet effective that the
Directors anticipate will have a material effect on the reported
income or net assets of the group.
Other changes to significant
accounting policies
Change in
segmentation
During 2023, the Group's
reportable segments changed consistent with a change in the way
that resources are allocated and performance is assessed by the
chief operating decision maker, who for Reabold is the Co-Chief
Executive Officers, from that date. From 2023, the Group's
reportable segments are onshore UK, offshore UK, and international.
At 31 December 2022, the Group's reportable segments were UK/Europe
and USA.
Onshore UK comprises the Group's
investment in Rathlin and the Group's 16.67% direct interest in
PEDL183, which was previously reported as part of the UK/Europe
segment.
Offshore UK comprises the Group's
interest in UK North Sea licences, which was previously reported as
part of the UK/Europe segment.
International comprises the
Group's investments in Danube Petroleum Ltd, Daybreak Oil & Gas
Inc., and LNEnergy Ltd.
Comparative information for 2022
has been restated in Note 4 to reflect the changes in reportable
segments.
2. Acquisitions and other significant
transactions
LNEnergy
Between May and December 2023,
Reabold acquired 26.1% of the ordinary share capital of LNEnergy
for a cash consideration of £1.9 million and the issuance of
1,297,297,298 new ordinary shares, as non-cash consideration. The
carrying amount of the investment in LNEnergy is reported within
Investments in associates.
Simwell Resources Limited
On 3 January 2023, Reabold
acquired 100% of the issued share capital of Simwell Resources.
Total cash consideration for the acquisition was £491,000,
including transaction costs of £118,000. In addition to the cash
consideration, 247,775,359 new Ordinary Shares were issued as
non-cash consideration for the acquisition. The acquisition of
Simwell Resources Limited did not constitute a business combination
and therefore the acquisition was accounted for as an asset
acquisition at cost.
3. Disposals
|
|
Group
|
Company
|
|
|
2023
£000
|
2022
£000
|
2023
£000
|
2022
£000
|
Gain on sale of businesses
|
|
|
|
|
|
Disposal of
Corallian
|
|
-
|
7,342
|
-
|
7,342
|
|
|
-
|
7,342
|
-
|
7,342
|
Loss on sale of business
|
|
|
|
|
|
Disposal of Reabold
California
|
|
-
|
(2,345)
|
-
|
-
|
|
|
|
(2,345)
|
-
|
-
|
Net gains on sale of businesses
|
|
-
|
4,997
|
-
|
7,342
|
There were no amounts recognised
in the income statement in respect of disposals in 2023.
Corallian Energy Limited
The net gain in respect of the
disposal of the Company's entire 49.99% interest in Corallian
Energy Limited of £7.3 million was recognised in 2022. Reabold
received proceeds from the disposal of £5.2 million in 2023 and
£3.2 million in 2022. The contingent consideration relating to the
disposal amounted to £4.4 million at 31 December 2023 and was
received in January 2024. The amount of deferred consideration is
reported within Other investments on the group balance sheet - see
Note 16 for further information
Reabold California
On 26 May 2022, Reabold announced
the completion of the equity exchange agreement with Daybreak. At
completion of the equity exchange agreement, Reabold no longer had
"control" over Reabold California as set out under UK adopted
international accounting standards. As a result, net assets of £7.7
million, including goodwill of £329,000 and an associated deferred
tax liability of £329,000, were derecognised from the balance sheet
of the group and the fair value of the investment in Daybreak was
recognised at completion at £5.3 million. In addition, accumulated
exchange gains of £80,000 which were previously charged to equity
were reclassified to the income statement resulting in a loss on
sale of business of £2.3 million.
4. Segmental analysis
The Directors consider the Group
to have three segments, being onshore UK, offshore UK and
International.
Onshore UK comprises the Group's
investment in Rathlin and the Group's 16.67% direct interest in
PEDL183, which was previously reported as part of the UK/Europe
segment.
Offshore UK comprises the Group's
interest in UK North Sea licences, which was previously reported as
part of the UK/Europe segment.
International comprises the
Group's investments in Danube Petroleum Ltd, Daybreak Oil & Gas
Inc., and LNEnergy Ltd.
Other business and corporate
comprises the Group's treasury functions and corporate
activities.
Year ended 31 December 2023
|
|
UK onshore
£000
|
UK
offshore
£000
|
International
£000
|
Other business &
corporate
£000
|
Total
£000
|
|
|
|
|
|
|
|
Net (loss) gain in financial
assets measured at fair value through profit or loss
|
|
-
|
796
|
(3,457)
|
-
|
(2,661)
|
Other income
|
|
-
|
40
|
-
|
48
|
88
|
Share of losses of
associates
|
|
(506)
|
-
|
(105)
|
-
|
(611)
|
Exploration expense
|
|
(43)
|
(1,553)
|
-
|
-
|
(1,596)
|
Administration expenses
|
|
-
|
(7)
|
-
|
(2,178)
|
(2,185)
|
Non-underlying items
|
|
-
|
-
|
-
|
(190)
|
(190)
|
Share based payments
expense
|
|
-
|
-
|
-
|
(57)
|
(57)
|
Profit (loss) on ordinary activities
|
|
(549)
|
(724)
|
(3,562)
|
(2,377)
|
(7,212)
|
|
|
|
|
|
|
|
Finance costs - unwinding of
discount on decommissioning provisions
|
|
(15)
|
-
|
-
|
-
|
(15)
|
Finance income
|
|
-
|
-
|
-
|
33
|
33
|
Profit (loss) before tax for the year
|
|
(564)
|
(724)
|
(3,562)
|
(2,344)
|
(7,194)
|
Taxation
|
|
-
|
-
|
-
|
-
|
-
|
Profit (loss) for the year
|
|
(564)
|
(724)
|
(3,562)
|
(2,344)
|
(7,194)
|
|
|
|
|
|
|
|
Segment assets
|
|
23,959
|
4,651
|
8,957
|
5,590
|
43,157
|
Segment liabilities
|
|
(404)
|
(21)
|
-
|
(558)
|
(983)
|
Additions to non-current assetsa
|
|
315
|
1,290
|
4,377
|
-
|
5,982
|
a Includes additions to property, plant and equipment;
goodwill; intangible assets; investments in joint ventures; and
investments in associates.
Year ended 31 December 2022
|
|
UK onshore
£000
|
UK
offshore
£000
|
International
£000
|
Other business &
corporate
£000
|
Consolidation adjustments
and eliminations
|
Total
£000
|
|
|
|
|
|
|
|
|
Revenue
|
|
-
|
-
|
560
|
-
|
|
560
|
Cost of
salesa
|
|
-
|
-
|
(834)
|
-
|
|
(834)
|
Net (loss) gain in financial
assets measured at fair value through profit or loss
|
|
-
|
75
|
(1,926)
|
-
|
|
(1,851)
|
Other income
|
|
-
|
-
|
-
|
61
|
(11)
|
50
|
Share of losses of
associates
|
|
(738)
|
(762)
|
(76)
|
-
|
|
(1,576)
|
Other expenses
|
|
-
|
-
|
(89)
|
-
|
-
|
(89)
|
Net gain (loss) on sale of
businesses
|
|
-
|
7,342
|
(2,345)
|
-
|
-
|
4,997
|
Exploration expense
|
|
-
|
(74)
|
-
|
-
|
-
|
(74)
|
General and administration
expenses
|
|
-
|
(7)
|
(12)
|
(1,694)
|
11
|
(1,702)
|
Non-underlying items
|
|
-
|
-
|
-
|
(191)
|
|
(191)
|
Share based payments
expense
|
|
-
|
-
|
-
|
(22)
|
|
(22)
|
Foreign exchange gains
|
|
-
|
-
|
-
|
635
|
|
635
|
Profit (loss) on ordinary activities
|
|
(738)
|
6,574
|
(4,722)
|
(1,211)
|
-
|
(97)
|
Finance costs
|
|
(14)
|
-
|
(2)
|
-
|
|
(16)
|
Finance income
|
|
-
|
63
|
-
|
5
|
|
68
|
(Loss) before tax for the year
|
|
(752)
|
6,637
|
(4,724)
|
(1,206)
|
|
(45)
|
Taxation
|
|
-
|
-
|
-
|
-
|
|
-
|
(Loss) for the year
|
|
(752)
|
6,637
|
(4,724)
|
(1,206)
|
|
(45)
|
|
|
|
|
|
|
|
|
Segment assets
|
|
24,080
|
9,160
|
8,138
|
5,758
|
|
47,136
|
Segment liabilities
|
|
(367)
|
(71)
|
-
|
(238)
|
|
(676)
|
Additions to non-current assetsb
|
|
482
|
1,001
|
247
|
-
|
|
1,730
|
a Cost of sales includes depreciation of oil and gas assets of
£318,000.
b Includes additions to property, plant and equipment;
goodwill; intangible assets; investments in joint ventures; and
investments in associates.
C Comparative information for 2022 has been restated to reflect
the changes in reportable segments. For more information see Note
1- Change in segmentation
5. Revenue
|
|
2023
£000
|
2022
£000
|
Oil sales
|
|
-
|
552
|
Gas Sales
|
|
-
|
8
|
|
|
|
|
|
|
-
|
560
|
Of the total oil and gas sales in
2022, 99% were sold to a single customer.
6. Cost of Sales
|
2023
|
2022
|
|
£000
|
£000
|
Production costs
|
-
|
404
|
Royalties
|
-
|
112
|
Depreciation of oil and gas
assets
|
-
|
318
|
|
-
|
834
|
7. Exploration expense
The following table represents
amounts included within the Group income statement relating to
activity associated with the exploration for and evaluation of oil
and natural gas resources.
|
2023
|
2022
|
|
£000
|
£000
|
Exploration expenditure written
offa
|
1,400
|
-
|
Other exploration costs
|
196
|
74
|
Exploration expense for the
year
|
1,596
|
74
|
aExploration expenditure written off relates to the following
North Sea Licences - part of the UK offshore segment: P2332 -
£633,000, P2329 - £382,000, P2427 - £42,000, P2464 - £94,000, P2493
- £3,000, P2478 - £90,000, P2486 - £156,000. The write offs were as
a result of licences either relinquished in the year or licences
soon to be relinquished.
8. Auditor's Remuneration
|
|
2023
£000
|
2022
£000
|
Total audit fees
|
|
82
|
83
|
|
|
|
|
No fees were paid to Mazars LLP
for non-audit services in 2023 or 2022.
9. Remuneration of senior management and non-executive
directors
Remuneration of directors
Group and Company
|
|
2023
£000
|
2022
£000
|
Total for all directors
|
|
|
|
Emoluments
|
|
787
|
698
|
Amounts received
under incentive schemes
|
|
-
|
-
|
Total
|
|
787
|
698
|
Emoluments
These amounts comprise fees paid
to the Non-executive Chair and the Non-executive Directors and, for
Executive Directors, salary and benefits earned during the relevant
financial year, plus cash bonuses awarded for the year.
Further information
Full details of individual
Directors' remuneration are given in the Directors' Remuneration
Report on page 31.
Remuneration of directors and senior
management
Group and Company
|
|
2023
£000
|
2022
£000
|
Total for all senior management
and non-executive directors
|
|
|
|
Short-term employee
benefits
|
|
926
|
781
|
Pension
costs
|
|
32
|
29
|
Share-based
payments
|
|
57
|
22
|
Total
|
|
1,015
|
832
|
Senior management comprises the
Executive Directors, Finance Director and Chief Financial Officer.
Anthony Samaha resigned as Finance Director on 30 June 2022, at
which point he was appointed a Non-executive Director. Chris
Connolly, the current CFO, joined the senior management team on 28
March 2022.
Short-term employee benefits
These amounts comprise fees and
benefits paid to the Non-executive Chair and Non-executive
Directors, as well as salary, benefits and cash bonuses for senior
management.
Pensions
The amounts represent the cost to
the group of providing pensions to senior management in respect of
the current year of service.
Share-based payments
This is the cost to the group of
senior management's participation in share-based payment plans, as
measured by the fair value of options and shares granted, accounted
for in accordance with IFRS 2 'Share-based Payments'.
10. Employee costs and numbers
Group and Company
|
|
2023
£000
|
2022
£000
|
Remuneration
|
|
787
|
649
|
Social security costs
|
|
94
|
84
|
Pension costs
|
|
34
|
30
|
Share-based payments
|
|
57
|
22
|
|
|
972
|
785
|
Employee costs do not include fees
paid to Non-executive Directors.
Pension benefits are provided
through defined contribution plans.
The average number of persons
employed by the Group and Company during the year was 4 (2022:4),
with 3 in senior management functions (2022:3) and 1 in technical
functions (2022:1). All employees are based in the UK.
The employee costs noted above
relate to those employees with contracts of employment in the name
of Reabold Resources PLC. Of these costs, £90,000 are borne by
other undertakings within the group (2022: £35,000).
11. Taxation
Tax charged in the income statement
|
|
2023
£000
|
2022
£000
|
Current tax
|
|
-
|
-
|
Deferred tax
|
|
-
|
-
|
Tax charge in the income statement
|
|
-
|
-
|
|
|
|
|
Reconciliation of the total tax charge
|
|
2023
£000
|
2022
£000
|
Accounting profit (loss) before
taxation
|
|
(7,194)
|
(45)
|
|
|
|
|
Statutory rate of corporation tax
in the UK of 19% (2022: 19%)
|
|
(1,367)
|
(9)
|
Share of operating loss of
associates not taxable
|
|
116
|
299
|
Expenses not deductible for tax
purposes
|
|
11
|
4
|
Overseas tax impacts
|
|
-
|
52
|
Gain on sale not
taxable
|
|
-
|
(949)
|
Deferred tax asset not
recognised
|
|
1,240
|
603
|
Tax charge reported in income statement
|
|
-
|
-
|
Unrecognised tax losses
The Group has total unused UK tax
losses of £25.2 million (2022: £17.3 million) including pre trading
capital expenses and capital losses of £9.8 million (2022: £9.4
million) for which no deferred tax asset has been recognised at the
balance sheet date due to the uncertainty of recovery of these
losses. The unused tax losses have no fixed expiry date.
Company
The Company has £23.8 million
(2022: £16.9 million) of UK corporation tax losses including pre
trading capital expenses and capital losses of £9.3 million (2022:
£9.0 million) which are not recognised as deferred tax assets. The
unused tax losses have no fixed expiry date.
12. Earnings per share
Basic earnings per share are
calculated by dividing the profit (loss) attributable to Reabold
shareholders for the year by the weighted average number of shares
outstanding during the year. The weighted average number of shares
outstanding excludes treasury shares. Diluted earnings per share
are based on the same profit (loss) figures. The weighted average
number of shares outstanding during the year is increased by
dilutive shares related to share-based compensation plans. If the
inclusion of potentially issuable shares could decrease diluted
loss per share, the potentially issuable shares are excluded from
the weighted average number of shares outstanding used to calculate
diluted earnings per share.
|
|
2023
£000
|
2022
£000
|
Profit (loss) for the year
attributable to Reabold ordinary shareholders
|
|
(7,194)
|
(45)
|
|
|
|
|
|
|
2023
Number 000
|
2022
Number
000
|
Basic weighted average number of
ordinary shares
|
|
9,561,792
|
8,929,613
|
Potential dilutive effect of
ordinary shares issuable under employee share-based payment
plans
|
|
-
|
-
|
Weighted average number of
ordinary shares outstanding used to calculate diluted earnings per
share
|
|
9,561,792
|
8,929,613
|
|
|
|
|
|
|
2023
Pence per
share
|
2022
Pence
per share
|
Basic earnings per
share
|
|
(0.08)
|
(0.00)
|
Diluted earnings per
share
|
|
(0.08)
|
(0.00)
|
The number of ordinary shares
outstanding at 31 December 2023, excluding treasury shares was
10,272,573,468 (2022: 8,929,612,550. Between 31 December 2023
and 29 May 2024, the latest practicable date before the
completion of these financial statements, there was a decrease of
78,159,978 of ordinary shares as a result of share buybacks. For
additional information on share buy backs see Note 22.
13. Exploration and evaluation assets
|
|
Group
|
Company
|
|
|
2023
£000
|
2022
£000
|
2023
£000
|
2022
£000
|
At 1 January
|
|
6,815
|
9,123
|
6,451
|
5,968
|
Exchange adjustments
|
|
-
|
240
|
-
|
-
|
Acquisitions
|
|
1,210
|
343
|
-
|
-
|
Additions
|
|
398
|
572
|
315
|
483
|
Exploration expenditure written
off
|
|
(1,400)
|
|
-
|
|
Disposals
|
|
-
|
(3,463)
|
-
|
-
|
At 31 December
|
|
7,023
|
6,815
|
6,766
|
6,451
|
Group
Acquisitions in 2023 relate to the
acquisition of Simwell Resources - see Note 2. The 2022 acquisition
represents the acquisition of North Sea licences from
Corallian.
Exploration expenditure written
off relates to the following North Sea Licences - part of the UK
offshore segment: P2332 - £633,000, P2329 - £382,000, P2427 -
£42,000, P2464 - £94,000, P2493 - £3,000, P2478 - £90,000, P2486 -
£156,000. The write offs were as a result
of licences either relinquished in the year or licences soon to be
relinquished.
Additions at 31 December 2023
include £398,000 in the UK primarily relating to the PEDL 183
licence at West Newton (2022: £504,000 in the UK primarily relating
to the PEDL 183 licence at West Newton and £68,000 in the US
relating to the California assets).
The disposal of £3.5 million in
2022 represents the derecognition of E&E assets in California
as a result of the equity exchange agreement with
Daybreak.
Company
Additions at 31 December 2023
include £315,000 in the UK relating to the PEDL 183 licence at West
Newton (2021: £483,000).
For information on significant
judgements made in relation to oil and natural gas accounting see
Oil and gas exploration and evaluation expenditure in Note
1.
14. Investments in Subsidiaries
Company - Investment in Subsidiaries
|
|
Total
£000
|
Cost
|
|
|
At 1 January 2022
|
|
3,536
|
Additions
|
|
5,097
|
At 31 December 2022
|
|
8,633
|
Additions
|
|
1,208
|
At 31 December 2023
|
|
9,841
|
Amounts provided
|
|
|
At 1 January 2022
|
|
-
|
Additions
|
|
5,163
|
At 31 December 2022
|
|
5,163
|
Additions
|
|
4,665
|
At 31 December 2023
|
|
9,828
|
Net book amount:
|
|
|
31 December 2023
|
|
13
|
31 December 2022
|
|
3,470
|
31 December 2021
|
|
3,536
|
An impairment charge of £4.7
million was recognised in 2023 (2022: £5.2 million) following an
impairment review, at an individual subsidiary level, and in line
with the requirements of IAS 36 Impairment of Assets. Taking into
account the decrease in the market value of Daybreak and licences
relinquished in the year management concluded that an impairment
was necessary in terms of a deterioration of fair value less costs
to dispose. The impairment charge related to the Company's
investment in Gaelic Resources Limited and Reabold Southern North
Sea Limited. The recoverable amount of Gaelic Resources was deemed
to be £13,000 based on the market value of Daybreak. The
recoverable amount of Reabold Southern North Sea was deemed to be
nil, as a result of its exploration assets being fully written
off.
Details of the Company's
subsidiaries as at 31 December 2023 are shown below:
Subsidiaries
|
|
%
|
Country of incorporation
|
Principal activities
|
Reabold North Sea
Limited
|
|
100
|
England & Wales
|
Exploration and
Evaluation
|
Reabold Resourcing
Limited
|
|
100
|
England & Wales
|
Investment holding
|
Gaelic Resources
Limited
|
|
100
|
Isle of Man
|
Investment holding
|
Reabold Southern North Sea
Limited
|
|
100
|
England & Wales
|
Exploration and
Evaluation
|
Reabold Investments UK
Limited
|
|
100
|
England & Wales
|
Investment holding
|
The registered office of the
Company's subsidiaries incorporated in England & Wales is The
Broadgate Tower 8th Floor, Primrose Street, London, England, EC2A
2EW.
The registered office of Gaelic
Resources is 14 Albert Street, Douglas, Isle of Man, IM1
2QA.
15. Investments in associates
The movement in investments in
associates for the Group and Company including the amounts
recognised in the income statement (losses from associates) and
balance sheet (investment in associate at 31 December) are shown
below. From 9 May 2023 until 10 December 2023, Reabold classified
its investment in LNEnergy as a financial asset measured at fair
value. On 11 December 2023, Reabold gained over 20% of the voting
power in LNEnergy and gained the right to appoint a director to the
board of LNEnergy. From 11 December 2023, Reabold accounts for its
investment in LNEnergy as an associate because in management's
judgement Reabold has significant influence over
LNEnergy.
On 30 June 2022, Reabold
classified its investment in Corallian as held for sale and equity
accounting for Corallian ceased at this point, therefore the
amounts recognised in the income statement as it relates to
Corallian represent the first 6 months to 30 June 2022. The
additions in Corallian in 2022 represent the conversion of loan
notes into equity of Corallian. The disposal of Corallian completed
on 1 November 2022. See Note 3 Disposals, for further
information. For further information on the judgements in
respect of investments in associates see Note 1 - Investment in
Daybreak, Rathlin and Danube.
|
|
|
£000
|
|
|
2023
|
2022
|
|
|
Rathlin
|
Danube
|
LNEnergy
|
Total
|
Rathlin
|
Danube
|
Corallian
|
Total
|
Investment in associate at 1
January
|
|
17,604
|
4,668
|
-
|
22,272
|
18,342
|
4,744
|
4,630
|
27,716
|
Additions
|
|
-
|
-
|
4,377
|
4,377
|
-
|
-
|
636
|
636
|
Losses from associates
|
|
(506)
|
(77)
|
(28)
|
(611)
|
(738)
|
(76)
|
(762)
|
(1,576)
|
Changes in equity from
associates
|
|
45
|
-
|
-
|
45
|
|
|
|
|
Disposals
|
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,504)
|
(4,504)
|
Investment in associate at 31
December
|
|
17,143
|
4,591
|
4,349
|
26,083
|
17,604
|
4,668
|
-
|
22,272
|
The following table provides
summarised financial information for the Group's and Company's
associates for 2023 and 2022. The information is presented on a
100% basis. The loss for the year relating to LNENergy represents
the period from 11 December 2023, the date on which Reabold gained
significant influence over LNEnergy.
|
|
£000
|
|
|
Gross
amount
|
|
|
2023
|
2022
|
|
|
Rathlin
|
Danube
|
LNEnergy
|
Rathlin
|
Danube
|
Revenue
|
|
-
|
-
|
-
|
-
|
-
|
Profit (loss) for the year
|
|
(851)
|
(151)
|
(136)
|
(1,034)
|
(149)
|
Non-current assets
|
|
21,233
|
8,523
|
916
|
20,538
|
8,658
|
Current assets
|
|
2,400
|
306
|
312
|
4,232
|
340
|
Total assets
|
|
23,633
|
8,829
|
1,228
|
24,770
|
8,998
|
Current liabilities
|
|
205
|
106
|
531
|
580
|
112
|
Non-current liabilities
|
|
1,505
|
487
|
-
|
1,493
|
366
|
Total liabilities
|
|
1,710
|
593
|
531
|
2,073
|
478
|
Net assets
|
|
21,923
|
8,236
|
697
|
22,697
|
8,520
|
Group's share in equity
|
|
13,044
|
4,185
|
182
|
13,504
|
4,328
|
Goodwill attributable to Reabold's
share of associate
|
|
4,253
|
406
|
4,167
|
4,253
|
406
|
Reabold's share of currency
translation differences
|
|
-
|
-
|
-
|
-
|
(66)
|
Reabold's share of share-based
payments
|
|
(154)
|
-
|
-
|
(154)
|
-
|
Group's carrying amount of investment
|
|
17,143
|
4,591
|
4,349
|
17,604
|
4,668
|
Transactions between the group and
its associates are summarised below.
|
|
£000
|
Sales to associates
|
|
2023
|
2022
|
|
|
Sales
|
Amount receivable at 31
December
|
Sales
|
Amount
receivable at 31 December
|
Consultancy services
|
|
48
|
14
|
50
|
14
|
|
|
|
|
|
|
|
|
£000
|
Purchases from
associates
|
|
2023
|
2022
|
|
|
Purchases
|
Amount payable at 31
December
|
Purchases
|
Amount
payable at 31 December
|
Exploration and evaluation
assets
|
|
302
|
-
|
275
|
-
|
Reabold enters into arm's length
transactions with its associates including consultancy services.
These amounts are recognised within other income on the income
statement.
The terms of outstanding balances
receivable from associates are 30 days. The balances are unsecured
and will be settled in cash. There are no provisions for doubtful
debts relating to these balances and no expenses recognised in the
income statement in respect of bad or doubtful debts.
The purchases from associates
relate to Reabold's 16.67% share of expenditure on the PEDL183
licence as part of the joint operation with Rathlin and Union Jack
Oil. These amounts are recognised within exploration and evaluation
on the balance sheet. Rathlin, the operator of the licence, is also
an associate of Reabold by virtue of Reabold's 59.5% interest in
Rathlin.
For information on capital
commitments in relation to associates see Note 24.
Reabold's share of impairment
charges taken by associates in 2023 was nil (2022: £688,000) and
forms part of share of losses of associates in the income
statement. The 2022 amount related to writing down the
'non-Victory' assets to their recoverable amount in light of the
disposal proceeds Corallian received from Reabold for the
acquisition of the licences in 2022.
Details of the Company's
associates as at 31 December 2023 are shown below:
Associates
|
|
%
|
Country of incorporation
|
Principal activities
|
Rathlin Energy (UK)
Limited
|
|
59.5
|
England & Wales
|
Exploration and
Evaluation
|
Danube Petroleum
Limited
|
|
50.8
|
England & Wales
|
Exploration and
Evaluation
|
LNEnergy Ltd
|
|
26.1
|
England & Wales
|
Exploration and
Evaluation
|
16. Other investments
£000
|
|
|
2023
|
2022
|
|
|
current
|
Non-current
|
current
|
Non-current
|
Contingent
consideration
|
|
4,365
|
-
|
8,728
|
-
|
Investment in Connaught Oil and
Gas Ltd
|
|
-
|
15
|
-
|
15
|
Investment in Daybreak
|
|
-
|
12
|
-
|
3,469
|
|
|
4,365
|
27
|
8,728
|
3,484
|
The contingent consideration
relates to amounts arising on the prior year disposal of Corallian
which are financial assets classified as measured at fair value
through profit or loss. Reabold received £5.2 million in 2023
taking the accumulated consideration received for the sale of
Corallian at the end of 2023 to £8.3 million. The final tranche
payment of £4.4 million was received in January 2024 following the
NSTA's grant of development and production consent for the Victory
gas field.
In 2023 the estimation of the
contingent consideration receivable was not considered a
significant source of estimation uncertainty as the remaining
contingent consideration was received in full in January 2024. In
2022, the fair value was determined using an estimate of discounted
future cash flows that were expected to be received based on the
contractual terms and was considered a level 3 valuation under the
fair value hierarchy. The deferred consideration receivable was
modelled using the maximum available external information. The
discount rate used is based on a risk-free rate adjusted for
asset-specific risks.
The market value of Daybreak is
based on level one of the fair value hierarchy, its market
price.
The table below summarises the
change in fair value of other investments as reported in the income
statement.
|
|
Change in fair
value
|
|
|
2023
£000
|
2022
£000
|
Contingent
consideration
|
|
796
|
57
|
Investment in Connaught Oil and
Gas Ltd
|
|
-
|
-
|
Investment in Daybreak
|
|
(3,457)
|
(1,926)
|
Convertible loan notes
|
|
-
|
18
|
|
|
(2,661)
|
(1,851)
|
17. Trade and other receivables
|
|
Group
|
Company
|
|
|
2023
£000
|
2022
£000
|
2023
£000
|
2022
£000
|
Due within one year
|
|
|
|
|
|
Amounts owed by group
undertakings
|
|
-
|
-
|
292
|
479
|
Trade
receivables
|
|
-
|
-
|
-
|
-
|
Amounts recoverable
from JV partners
|
|
17
|
16
|
|
-
|
Amounts receivable
from associates
|
|
14
|
15
|
14
|
15
|
VAT
recoverable
|
|
95
|
102
|
87
|
87
|
Other
receivables
|
|
-
|
48
|
-
|
48
|
|
|
126
|
181
|
393
|
629
|
None of the group's receivables
are considered impaired and there are no financial assets past due
but not impaired at the year end. The Directors consider the
carrying amount of trade and other receivables approximates to
their fair value. Management considers that there are no
unreasonable concentrations of credit risk within the
group.
At the reporting date the amounts
owed by group undertakings to the Company are disclosed net of an
impairment of £391,000 (2022: Nil). These amounts have not been
secured, have no maturity and bear no interest.
18. Cash and cash equivalents and Restricted
cash
|
|
Group
|
Company
|
|
|
2023
£000
|
2022
£000
|
2023
£000
|
2022
£000
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
5,413
|
5,511
|
5,413
|
5,511
|
Restricted
cash
|
|
25
|
25
|
25
|
25
|
Cash and cash equivalents earn
interest at floating rates based on daily bank deposit
rates.
The restricted cash is in respect
of surety bonds in the amount of £25,000 (2022: £25,000) to cover
restoration of the PEDL183 West Newton site.
The Group's exposure to credit
risk arises from potential default of a counterparty, with a
maximum exposure equal to the carrying amount. The Group seeks to
minimise counterparty credit risks by only depositing cash
surpluses with major banks of high quality credit
standing.
Financial institutions, and their
credit ratings, which held greater than 10% of the group's cash and
short-term deposits at the balance sheet date were as
follows:
|
|
Group
|
Company
|
|
S&P
rating
|
2023
£000
|
2022
£000
|
2023
£000
|
2022
£000
|
|
|
|
|
|
|
Barclays Bank plc
|
A-1
|
5,413
|
5,511
|
5,413
|
5,511
|
19. Trade and other payables
|
|
Group
|
Company
|
|
|
2023
£000
|
2022
£000
|
2023
£000
|
2022
£000
|
Current:
|
|
|
|
|
|
Trade
payables
|
|
298
|
164
|
294
|
164
|
Other
payables
|
|
32
|
34
|
32
|
34
|
|
|
330
|
198
|
326
|
198
|
Trade payables are non-interest
bearing and are generally on 15 to 30 day terms.
The Directors consider the
carrying amount of trade and other payables approximates to their
fair value.
20. Provision for decommissioning
|
|
Group
£000
|
Company
£000
|
At 1 January 2023
|
|
367
|
367
|
Revisions during the
year
|
|
-
|
-
|
Unwinding of discount
|
|
15
|
15
|
Deletions
|
|
-
|
-
|
At 31 December 2023
|
|
382
|
382
|
Classified as:
|
|
|
|
Current
|
|
-
|
-
|
Non-current
|
|
382
|
382
|
The decommissioning provision at
31 December 2023 comprises the future costs of decommissioning the
group's 16.67% interest in wells at West Newton. The costs are
expected to be incurred in 2033. The liability has been discounted
at a rate of 4% (2022: 4%) and the unwinding of discount has been
classified as a finance cost. The estimation of costs, inflation
and discount rates are considered to be judgemental although
changes in single variables are not individually considered to have
a significant impact. A 1.0 percentage point increase in the
nominal discount rate applied, could decrease the group's provision
balance by approximately £35,000 (2022: £37,000).
21. Financial instruments and financial risk
factors
The accounting classification of
each category of financial instruments and their carrying amounts
are set out below:
|
|
|
Group
£000
|
Company
£000
|
At 31 December 2023
|
|
Note
|
Measured at amortised
cost
|
Measured at fair value
through profit or loss
|
Total carrying
amount
|
Measured at amortised
cost
|
Measured at fair value
through profit or loss
|
Total carrying
amount
|
Financial assets
|
|
|
|
|
|
|
|
|
Other
investments
|
|
16
|
-
|
4,392
|
4,392
|
-
|
4,380
|
4,380
|
Trade and other
receivables
|
|
17
|
126
|
-
|
126
|
393
|
-
|
393
|
Cash and cash
equivalents
|
|
18
|
5,413
|
-
|
5,413
|
5,413
|
-
|
5,413
|
Restricted
cash
|
|
18
|
25
|
-
|
25
|
25
|
-
|
25
|
Financial liabilities
|
|
|
|
|
|
|
|
|
Trade and other
payables
|
|
19
|
(330)
|
-
|
(330)
|
(326)
|
-
|
(326)
|
Accruals
|
|
|
(271)
|
-
|
(271)
|
(271)
|
-
|
(271)
|
|
|
|
4,963
|
4,392
|
9,355
|
5,234
|
4,380
|
9,614
|
|
|
|
Group
£000
|
Company
£000
|
At 31 December 2022
|
|
Note
|
Measured
at amortised cost
|
Measured
at fair value through profit or loss
|
Total
carrying amount
|
Measured
at amortised cost
|
Measured
at fair value through profit or loss
|
Total
carrying amount
|
Financial assets
|
|
|
|
|
|
|
|
|
Other
investments
|
|
16
|
-
|
12,213
|
12,213
|
-
|
8,743
|
8,743
|
Trade and other
receivables
|
|
17
|
181
|
-
|
181
|
629
|
-
|
629
|
Cash and cash
equivalents
|
|
18
|
5,511
|
-
|
5,511
|
5,511
|
-
|
5,511
|
Restricted
cash
|
|
18
|
25
|
-
|
25
|
25
|
-
|
25
|
Financial liabilities
|
|
|
|
|
|
|
|
|
Trade and other
payables
|
|
19
|
(198)
|
-
|
(198)
|
(198)
|
-
|
(198)
|
Accruals
|
|
|
(111)
|
-
|
(111)
|
(111)
|
-
|
(111)
|
|
|
|
5,408
|
12,213
|
17,621
|
5,856
|
8,743
|
14,599
|
For all financial instruments
within the scope of IFRS 9, the carrying amount is either the fair
value, or approximates the fair value.
Financial risk factors
It is management's opinion that
the group is not exposed to significant interest, credit or
currency risks arising from its financial instruments other than as
discussed below:
· Reabold has exposure to interest rate fluctuations on its
cash deposits. This is managed in the short-term through selecting
treasury deposit periods of one to three months. Cash credit risks
are mitigated through placing funds with institutions carrying
acceptable published credit ratings to minimise counterparty
risk.
· Reabold has no history of non-payment of trade receivables.
Where Reabold operates joint ventures on behalf of partners it
seeks to recover the appropriate share of costs from these third
parties. The majority of partners in these ventures are established
oil and gas companies. In the event of non-payment,
operating agreements typically provide recourse
through increased venture shares.
· Reabold retains certain non-£ cash holdings and other
financial instruments relating to its operations. The £ reporting
currency value of these may fluctuate from time to time causing
reported foreign exchange gains and losses. Reabold maintains a
broad strategy of matching the currency of funds held on deposit
with the expected expenditures in those currencies. Management
believes that this mitigates most of any actual potential currency
risk from financial instruments.
(a) Market Risk
Market risk is the risk or
uncertainty arising from possible market price movements and their
impact on the future performance of a business.
The components of market risk for
Reabold are foreign currency exchange risk and interest rate risk,
each of which is discussed below:
(i) Foreign currency exchange
risk
The Group enters into transactions
denominated in currencies other than its GBP£ reporting currency.
Non-GBP denominated balances, subject to exchange rate
fluctuations, at year-end were as follows:
|
|
Group
|
Company
|
|
|
2023
£000
|
2022
£000
|
2023
£000
|
2022
£000
|
|
|
|
|
|
|
Other investments
|
|
12
|
3,469
|
|
-
|
Cash and cash equivalents (US
Dollar)
|
|
5
|
132
|
5
|
132
|
|
|
|
|
|
|
The following table demonstrates
the group's sensitivity to a 10% increase or decrease in the US
Dollar against the Pound sterling. The sensitivity analysis
includes only foreign currency denominated monetary items and
adjusts their translation at the year-end for a 10% change in the
foreign currency rate.
|
|
Effect on profit before tax
2023
£000
|
Effect on profit before tax
2022
£000
|
Increase/decrease in foreign
exchange rate
|
|
|
|
10% strengthening of £ against
US$
|
|
(2)
|
(360)
|
10% weakening of £ against
US$
|
|
2
|
360
|
(ii) Interest rate risk
The Group's intertest rate risk is
minimal as the group has no debt. The Group is exposed to interest
rate movements through its cash and cash equivalents. If interest
rates were to have changed by one percentage point, assuming the
cash balance at the balance sheet date was constant throughout the
whole year, and all other variables were held constant, the Group's
and Company's finance income for 2023 would have changed by
approximately £54,000 (2022: £55,000).
(b) Credit Risk
Credit risk is the risk that a
customer or counterparty to a financial instrument will fail to
perform or fail to pay amounts due causing financial loss to the
group. The Group's and Company's exposure
to credit risk is equal to the carrying value as at the balance
sheet date. Cash and treasury credit risks
are mitigated through the placement of funds at institutions
carrying acceptable published credit ratings to minimise
counterparty risk. Surplus cash is invested in short-term bank
deposits. Where Reabold operates joint ventures on behalf of
partners, it seeks to recover the appropriate share of costs from
the third-party counterparties. The partners in these
ventures are established oil and gas
companies. In the event of non-payment, operating agreements
typically provide recourse through increased venture shares.
Receivable balances are monitored on an ongoing basis with
appropriate follow-up action taken where necessary.
(c) Liquidity Risk
Liquidity risk is the risk that
suitable sources of funding for the Group's business activities may
not be available. The Group's liquidity is managed centrally by the
treasury function which will arrange to fund subsidiaries'
requirements.
The Group continues to maintain
suitable levels of cash and cash equivalents, amounting to £5.4
million at 31 December 2023 (2021: £5.5 million), invested with
highly rated banks and readily accessible at immediate and short
notice. The Group and Company has no debt.
The table below summarises the
maturity profile of the Group and Company's financial liabilities
based on contractual undiscounted payments.
Group
Year ended 31 December 2023
|
|
Within 1
year
£000
|
Total
£000
|
|
|
|
|
Trade and other
payables
|
|
330
|
330
|
Accruals
|
|
271
|
271
|
Year ended 31 December 2022
|
|
Within 1
year
£000
|
Total
£000
|
|
|
|
|
Trade and other
payables
|
|
198
|
198
|
Accruals
|
|
111
|
111
|
Company
Year ended 31 December 2023
|
|
Within 1
year
£000
|
Total
£000
|
|
|
|
|
Trade and other
payables
|
|
326
|
326
|
Accruals
|
|
271
|
271
|
Year ended 31 December 2022
|
|
Within 1
year
£000
|
Total
£000
|
|
|
|
|
Trade and other
payables
|
|
198
|
198
|
Accruals
|
|
111
|
111
|
Capital Management
The primary objective of the
Group's capital management is to maintain appropriate levels of
funding to meet the commitments of its forward programme of
exploration, development and investment expenditure, and to
safeguard the entity's ability to continue as a going concern and
create shareholder value. In considering the quantum of share
buybacks, the board will take account of the cumulative level of,
and outlook for surplus cash flow. At 31 December 2023, capital
employed of the group amounted to £42.2 million (comprised of £42.2
million of equity shareholders' funds and £nil of borrowings),
compared to £46.5 million at 31 December 2022 (comprised of £46.5
million of equity shareholders' funds and £nil of
borrowings).
At 31 December 2023, capital
employed of the Company amounted to £42.2 million (comprised of
£42.2 million of equity shareholders' funds and £nil of
borrowings), compared to £46.5 million at 31 December 2022
(comprised of £46.5 million of equity shareholders' funds and £nil
of borrowings).
22. Called-up Share Capital
The allotted, called-up and fully
paid share capital at 31 December was as follows:
|
|
2023
|
2022
|
Issued (Group and Company)
|
|
Shares
thousand
|
£000
|
Shares
thousand
|
£000
|
"A" deferred shares of
1.65p
|
|
6,916
|
114
|
6,916
|
114
|
|
|
|
|
|
|
Ordinary shares of 0.1 pence
each
|
|
|
|
|
|
At 1 January
|
|
8,929,613
|
8,930
|
8,929,613
|
8,930
|
Issue of new shares
|
|
1,545,072
|
1,545
|
-
|
-
|
At 31 December
|
|
10,474,685
|
10,475
|
8,929,613
|
8,930
|
Total
|
|
10,481,601
|
10,589
|
8,936,529
|
9,044
|
The holders of ordinary shares are
entitled to one vote per share at the meetings of the Company and
to dividends as declared in proportion to the amounts paid up on
the ordinary shares. No shares of the Company are currently
redeemable or liable to be redeemable at the option of the holder
or the Company.
The "A" deferred shares carry no
voting rights. The holders of "A" deferred shares do not have any
right to receive written notice of or attend, speak or vote at any
general meeting of the Company, or to any dividend declared by the
Company. They may however be redeemed by the Company at any time at
its option for one penny for all the "A" Deferred shares without
obtaining sanction of such holders.
At the Company's Annual General
Meeting (AGM) on June 29, 2023, the Board was authorised to allot
ordinary shares in the Company, and to grant rights to subscribe
for or to convert any security into ordinary shares in the Company,
up to an aggregate nominal amount of £2.0 million (representing 2
billion ordinary shares of £0.001 each). This authority expires at
the end of the AGM to be held in 2024, unless previously renewed,
revoked or varied by the Company in a general meeting.
At the June 29, 2023, AGM,
shareholders granted the Company the authority to repurchase up to
2.3 billion ordinary shares.
In the case of purchases of the
ordinary shares, the minimum price, exclusive of expenses, which
may be paid for an ordinary share is £0.001 and the maximum price,
exclusive of expenses, which may be paid for an ordinary share is
the higher of: (i) an amount equal to 10% above the average market
value for an ordinary share for the five business days immediately
preceding the date of the purchase; and (ii) the higher of the
price of the last independent trade and the highest current
independent bid in relation to ordinary shares on the London Stock
Exchange. The authorities for market purchases of the ordinary
shares will expire at the end of the AGM of the Company to be held
in 2024. Ordinary shares purchased by the Company pursuant to these
authorities will either be cancelled or held in treasury. Treasury
shares are shares in the Company which are owned by the Company
itself.
During 2023 the Company
repurchased 202 million Ordinary Shares for a total consideration
of £263,000 including transaction costs of £2,000. All shares
purchased were retained in treasury. A further 78 million Ordinary
Shares were repurchased between the end of the reporting period and
29 May 2024, the latest practicable date before the completion of
these financial statements, for a total cost of £75,000. The number
of shares in issue is reduced when shares are repurchased. These
treasury shares are not taken into consideration in relation to the
payment of dividends and voting at shareholder meetings.
248 million new Ordinary Shares
were issued in 2023 as part of the consideration for the
acquisition of Simwell Resources. 1,297 million new Ordinary Shares
were issued in 2023 as part of the investment into
LNEnergy.
Treasury Shares
|
|
2023
|
2022
|
|
|
Shares
thousand
|
Nominal value
£000
|
Shares
thousand
|
Nominal
value £000
|
At 1 January
|
|
-
|
-
|
-
|
-
|
Purchases held in
treasury
|
|
202,112
|
202
|
|
|
At 31 December
|
|
202,112
|
202
|
-
|
-
|
Treasury shares represent Reabold
shares repurchased and available for specific and limited
purposes.
23. Share-Based Payments
The Company operates two
share-based employee compensation plans: the Reabold Resources plc
Long Term Incentive Plan (the "LTIP") and the Reabold Resources plc
Deferred Annual Bonus Plan. Both plans were adopted by the Board in
April 2023. All previous share option plans in the Company expired
on 19 March 2023. The objective of these plans is to develop
the interest of Directors and key employees in the growth and
development of the Group by providing them with the opportunity to
acquire an interest in the Company. Information on these plans for
directors is shown in the Directors Remuneration Report on pages 31
- 33.
LTIP
In April 2023, 390,000,000 share
options were granted to members of the Group's executive team and
senior management.
The vesting criteria of the
options is based on Total Shareholder Return ("TSR") over a
three-to-five-year period. For the awards to vest in full, the TSR
of a share must be at or more than six times (6x) the market value
of a share at the grant date using a 30-trading day average. The
first measurement date shall be at the end of year three, the
second measurement date at the end of year four and the final
measurement date at the end of year five. If TSR is less than 2.5x
market value, 0% of the award vests. If TSR is at 2.5x market
value, 30% of the award vests and if TSR is at 4x market value, 60%
of the award vests. Performance between TSR thresholds shall be
calculated on a straight-line basis. The awards are structured as
nil-cost options and are not exercisable at 31 December
2023.
LTIP awards
|
|
2023
Number
|
2022
Number
|
Outstanding as at 1
January
|
|
-
|
-
|
Granted during the year
|
|
390,000,000
|
-
|
Outstanding as at 31
December
|
|
390,000,000
|
-
|
Exercisable as at 31
December
|
|
-
|
-
|
The Company calculates the value
of share-based compensation using a Monte Carlo model, taking into
account the terms and conditions upon which the options were
granted, to estimate the fair value of share options at the date of
grant. There are no cash settlement alternatives. The fair value of
the LTIP options granted during 2023 was estimated on the date of
grant using the following inputs and assumptions:
Dividend yield
|
0.0%
|
Volatility
|
68%
|
Risk-free rate (3
years)
|
3.82%
|
Risk-free rate (4
years)
|
3.73%
|
Risk-free rate (5
years)
|
3.67%
|
Share price
|
£0.0018
|
Exercise price
|
Nil
|
The fair value of the options at
grant date was £0.00109. The estimated fair value of options is
amortised to expense over the options' vesting period. The LTIP
options can be exercised up to 5 years after the 5-year vesting
period and therefore, the contractual term of each option granted
is 10 years.
The Company recognised total
expenses relating to equity-settled share-based payment
transactions during the year of £57,000 (2022: £22,000). The
balance on the share-based payments reserve at 31 December 2023 is
£2.0 million (2022: £1.9 million).
Deferred Annual Bonus Plan (DABP)
Under the
Company's remuneration policy, any annual bonus earned is paid 50%
in cash, with 50% deferred into restricted share units subject to a
three-year restricted period. No shares were granted under the DABP
in 2023. Awards applicable to the 2023 bonus outcomes, will be
granted as soon as reasonably practicable following the publication
of this report provided that no award shall be granted at any time
when such grant would be contrary to any dealing
restriction.
Expired share option plans
Prior to the introduction of the
LTIP and the DABP, the Company operated share option plans for
directors. All of these options expired in March 2023. The
following table shows the movements in expired share option plans
during the year and the corresponding weighted average exercise
price (WAEP).
|
|
2023
Number
|
2023
WAEP
pence
|
2022
Number
|
2022
WAEP
pence
|
Outstanding as at 1
January
|
|
125,000,000
|
0.89
|
325,000,000
|
0.78
|
Granted during the year
|
|
-
|
-
|
-
|
-
|
Expired during the year
|
|
(125,000,000)
|
0.89
|
(200,000,000)
|
0.71
|
Exercised during the
year
|
|
-
|
-
|
-
|
-
|
Outstanding as at 31
December
|
|
-
|
-
|
125,000,000
|
0.89
|
|
|
|
|
|
|
Exercisable at 31
December
|
|
-
|
-
|
125,000,000
|
0.89
|
24. Capital Commitments
Authorised future capital
expenditure by group companies for which contracts had been signed
at 31 December 2023 amounted to £nil (2022: £nil). However, the
group does have obligations to carry out defined work programmes on
its licences, under the terms of the award of rights to these
licences. The Company is not obliged to meet other joint venture
partner shares of these programmes.
PEDL 183
The Joint operation between
Rathlin, Reabold and Union Jack have a commitment to drill and test
a new Kirkham Abbey deviated or horizontal appraisal well by June
2024. The joint venture has also committed to recomplete or
sidetrack and test one of the WNA-1, WNA-2 or WNB-1Z wells in that
same timeframe. The Company estimates it's 16.67% share of costs
for these commitments to be c.£2.2 million. Rathlin, the operator
of PEDL183, is working with the NSTA to defer these commitments to
allow the time necessary for Rathlin to obtain sufficient funding
for its share of the commitments.
UK North Sea
Reabold estimates its share of
firm exploration and appraisal work commitments on its North Sea
portfolio to be c.£50,000 over the course of 2024.
25. Related Party Transactions and Transactions with
Directors
Transactions between the Group and
its associates is disclosed in Note 15. There are no related party
transactions, or transactions with Directors that require
disclosure except for the remuneration items disclosed in the
Directors Remuneration Report and note 9 above. The disclosures in
note 9 include the compensation of key management personnel. The
Company's related parties consist of its subsidiaries and the
transactions and amounts due to/due from them are disclosed in the
accompanying notes to the Company financial statements.
26. Non-underlying items
Non-underlying items are charges
or credits included in the financial statements that Reabold has
decided to disclose separately because it considers such disclosure
to be meaningful and relevant to investors. They are items that
management considers not to be part of underlying business
operations and are disclosed in order to enable investors to
understand better and evaluate the Group's financial performance.
In 2023, Reabold incurred £190,000 (2022: £191,000) in legal and
professional fees in relation to the successful defence from a
second attempt, from a group of beneficial shareholders, to remove
the entire Board of Directors of Reabold and replace them with four
new directors. All resolutions proposed by the requisitioning
shareholders were rejected at a general meeting held in January
2024 (2022: rejected at a general meeting held in November
2022).
27. Events after the reporting period
Requisitioned General Meeting
On 10 January 2024, Reabold
announced that all the proposed resolutions put to shareholders at
a general meeting by a group of beneficial shareholders, including
removing the entire Board of Directors and replacing it with four
new directors, were not passed.
Treasury Shares
78 million ordinary shares were
repurchased between the end of the reporting period and 29 May
2024, the latest practicable date before the completion of these
financial statements, for a total cost of £75,000. The number of
shares in issue is reduced when shares are repurchased. These
treasury shares are not taken into consideration in relation to the
payment of dividends and voting at shareholder meetings.
Final tranche of contingent consideration from Shell
received
On 19 January 2024, Reabold
received the final tranche of the contingent payment
from Shell for the sale of the entire issued share capital
of Corallian Energy Limited, as announced on 1
November 2022, following receipt of Development and Production
Consent for the Victory gas field from the North Sea
Transition Authority on 17 January 2024. Reabold
received £4.4 million for the final tranche, which
follows the £8.3 million already received by the
Company.
Loan to LNEnergy
On 26 March 2024, Reabold provided
LNEnergy with a £0.5 million interest-bearing loan facility.
LNEnergy had drawn down the full facility as at the date of
publication of this report. The interest-bearing loan with LNEnergy
has interest charged at the Bank of England's base rate plus 0.75%
and has a maturity date of 25 September 2024. The loan includes a
clause that allows Reabold to convert the loan into ordinary shares
of LNEnergy at maturity.
Heads of Agreement Signed between Gunvor and
LNEnergy
On 2 May 2024, Reabold announced
the execution of a non-binding Heads of Agreement ("HoA")
between Gunvor and LNEnergy Limited for the
purchase of LNG by Gunvor from LNEnergy from the Colle Santo gas
field, located onshore Italy. LNEnergy has the exclusive right
to acquire a 90% interest in Colle Santo and Reabold owns
a 26.1% equity interest in LNEnergy.
The HoA provides the terms on
which Gunvor will purchase LNG from LNEnergy at its planned
small-scale LNG production facility at the Colle Santo gas field.
Gunvor will purchase approximately 44,000 tonnes of LNG per annum.
The point of sale will be the truck loading flange at the
small-scale LNG plant, and the LNG will then be delivered by truck
in Italy. The price for the LNG will be aligned with the
Italian PSV price. The contract term will be for an indefinite
period with a minimum term of five years.
The HoA also provides for a
potential prepayment by Gunvor for a portion of the first five
years of deliveries, with such amounts subject to prepayment being
a total of approximately 66,000 tonnes of LNG, or 999,000 MWh. The
average forward Italian PSV gas price for the years 2025-2030 is
currently approximately €30 / MWh. The prepayment is
conditional on agreeing definitive transaction documentation and
LNEnergy obtaining the required permits to construct and operate
the LNG production facility.
On the basis of the HoA, LNEnergy
and Gunvor intend to negotiate a fully-termed LNG sale and purchase
agreement over the next six months. During such time, LNEnergy will
exclusively discuss the sale and purchase of LNG from Colle
Santo with Gunvor.
Company Broker
On 9 May 2024, Reabold announced
that Cavendish Capital Markets Limited will act as the Company's
sole broker with immediate effect.
West Newton awarded AA rating for Carbon
Intensity
On 24 May 2024, Reabold announced
the positive conclusions of a Carbon Intensity Study on the West
Newton gas development, located within PEDL183 onshore UK in East
Yorkshire, undertaken by GaffneyCline. Please see
the ESG section - United Kingdom, on page 15 and
16 for more information.
Glossary
AGM
Annual General Meeting
bcf
Billion standard cubic
feet.
boe
Barrels of oil
equivalent.
boe/d
Barrels of oil equivalent per
day.
CPR
Competent Persons
Report.
ESG
Environmental, Social and
Governance.
gCO2e/MJ
Grams of carbon dioxide equivalent
per megajoule of energy
IAS
International Accounting
Standards
IFRS
International Financial Reporting
Standards.
KPIs
Key performance
indicators
LNG
Liquified natural gas
LTIP
Long-term Incentive
Plan
Megajoule
A unit of energy equivalent to one
million joules
mmboe
million barrels of oil
equivalent
mmcf/d
Million cubic feet per
day
MW
Megawatt
MWh
Megawatt hours
UKCS
United Kingdom Continental
Shelf
Corporate Information
Registered
Office
20 Primrose
Street
London
EC2A 2EW
Nominated
Adviser
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
Broker
Cavendish
1 Bartholomew Close
London
England
EC1A 7BL
Auditor
Mazars LLP
The Pinnacle
160 Midsummer Boulevard
Milton Keynes
MK9 1FF
Bankers
Barclays
|
Company
Secretary
Christopher Connolly
Registrar
Neville Registrars
Limited
Neville House
Steelpark Road
Halesowen
B62 8HD
Legal adviser
Hill Dickinson LLP
20 Primrose Street
London
EC2A 2EW
Public Market Admission
AIM, London
Symbol: RBD
Website
www.reabold.com
Company Number
3542727
|