TIDMFAST

RNS Number : 6572J

Fastnet Equity PLC

21 December 2015

21 December 2015

Fastnet Equity plc

("Fastnet" or the "Company")

Interim Results for the six months ended 30 September 2015

We are pleased to report on the progress of Fastnet Equity plc ("Fastnet" or the "Company") and present the unaudited interim results for the six month period ended 30 September 2015.

Operational Highlights

-- Concluded detailed asset review of the Company's oil and gas portfolio in light of the rapidly deteriorating economic conditions in the oil and gas sector during the last year

-- Transition from an Oil & Gas business to an investment company following the adoption of an investing policy to acquire companies or businesses in the healthcare sector which was approved by shareholders on 28 August 2015

-- Post period end, the oil and gas subsidiaries were demerged into a separate company, Fastnet Hydrocarbons Limited, on 17 December 2015. Fastnet Hydrocarbons Limited is held in trust for the benefit of shareholders on the register of the Company as at the close of business on 16 December 2015

-- Fastnet will no longer have any ongoing interest or further cost exposure in respect of oil and gas assets

Financial and Corporate Highlights

-- US$15.5m cash balance at 30 September 2015 (US$16.8m at 31 March 2015, US$18.8m at 30 September 2014)

-- Net loss for the period of US$1.5m (6 months to 31 March 2015: loss of US$39.7m, 6 months to 30 September 2014: loss of US$1.6m). The current period net loss comprises general and administrative costs of US$1.2m and exploration and evaluation costs expensed of US$0.3m

-- Change of the functional currency of Company to Euros (EUR) with the cash balance of US$15.1m converted into EUR13.7m on 31 October 2015 at an FX rate of US$1:EUR0.905

-- Cash balance of EUR13.6m as at 30 November 2015 prior to the grant of an unsecured 4 year term loan EUR660,000 to finance residual running of oil and gas assets

Cathal Friel, Non-Executive Chairman, commented:

"Following the recently announced demerger of our oil and gas assets the Company is well positioned to focus on identifying and assessing potential investment targets within the healthcare sector."

For further information please contact:

 
Fastnet Equity plc                     +353 (1) 644 0007 
Cathal Friel, Non-Executive Chairman 
 
Shore Capital                          +44 (0) 20 7408 4090 
(Nomad & Joint Broker) 
Bidhi Bhoma, Edward Mansfield 
 
 
Davy                                   +353 (1) 679 6363 
(ESM Adviser & Joint Broker) 
John Frain, Anthony Farrell 
 
Camarco                                +44 (0) 20 3757 4980 
Billy Clegg / Zoe Moulton 
 

Consolidated Statement of Comprehensive Income

For the six months ended 30 September 2015

 
                                                 Unaudited         Audited     Audited 
                                                  6 months        6 months   12 months 
                                                        to              to       to 31 
                                              30 September    30 September       March 
                                                      2015            2014        2015 
                                      Note         US$'000         US$'000     US$'000 
-----------------------------------  -----  --------------  --------------  ---------- 
 Continuing operations 
 Revenue                                                 -               -           - 
 Operational costs                                       -               -           - 
-----------------------------------  -----  --------------  --------------  ---------- 
 Gross loss                                              -               -           - 
 General and administrative 
  costs                                            (1,177)         (1,651)     (3,196) 
 Impairment of exploration 
  and evaluation assets                              (308)               -    (36,593) 
 Other operating expenses                              (4)               -        (12) 
 Share based payments                                 (30)            (74)       (129) 
 Operating loss                                    (1,519)         (1,725)    (39,930) 
 Finance income                                         50              95         185 
 Net foreign exchange gain                              10               2           4 
-----------------------------------  -----  --------------  --------------  ---------- 
 Loss on ordinary activities 
  before taxation                                  (1,459)         (1,628)    (39,741) 
 Tax on loss on ordinary                                 -               -           - 
  activities 
-----------------------------------  -----  --------------  --------------  ---------- 
 Loss and total comprehensive 
  loss for the period attributable 
  to the equity holders of 
  the Company                                      (1,459)         (1,628)    (39,741) 
-----------------------------------  -----  --------------  --------------  ---------- 
  Loss per share: 
 Loss per share - basic and 
  diluted, attributable to 
  ordinary equity holders 
  of the parent (cent)                   3          (0.42)         -(0.47)     (11.51) 
 

Consolidated Statement of Financial Position

As at 30 September 2015

 
                                      Unaudited       Unaudited     Audited 
                                   30 September    30 September    31 March 
                                           2015            2014        2015 
                                        US$'000         US$'000     US$'000 
-------------------------------  --------------  --------------  ---------- 
 Assets 
 Non-current assets 
 Property, plant and equipment                5              11           8 
 Exploration and evaluation                   -          35,986           - 
  assets 
-------------------------------  --------------  --------------  ---------- 
 Total non-current assets                     5          35,997           8 
-------------------------------  --------------  --------------  ---------- 
 
 Current assets 
 Trade and other receivables                 58             148         173 
 Cash and cash equivalents               15,516          18,827      16,790 
 Total current assets                    15,574          18,975      16,963 
-------------------------------  --------------  --------------  ---------- 
 Total assets                            15,579          54,972      16,971 
-------------------------------  --------------  --------------  ---------- 
 
 Equity and liabilities 
 Equity attributable to owners 
  of the parent 
 Share capital                           20,261          20,261      20,261 
 Share premium                           38,918          38,918      38,918 
 Other reserves                           2,110           1,996       2,080 
 Retained deficit                      (46,251)         (6,679)    (44,792) 
-------------------------------  --------------  --------------  ---------- 
 Total equity                            15,038          54,496      16,467 
-------------------------------  --------------  --------------  ---------- 
 
 Non-current liabilities 
 Liability for share based                    -               2           - 
  payments 
 Total non-current liabilities                -               2           - 
 
 Current liabilities 
 Trade and other payables                   541             474         504 
-------------------------------  --------------  --------------  ---------- 
 Total current liabilities                  541             474         504 
-------------------------------  --------------  --------------  ---------- 
 Total liabilities                          541             476         504 
-------------------------------  --------------  --------------  ---------- 
 Total equity and liabilities            15,579          54,972      16,971 
-------------------------------  --------------  --------------  ---------- 
 

Consolidated Statement of Cash Flows

For the six months ended 30 September 2015

 
                                        Unaudited       Unaudited     Audited 
                                         6 months        6 months   12 months 
                                               to              to       to 31 
                                     30 September    30 September       March 
                                             2015            2014        2015 
                                          US$'000         US$'000     US$'000 
---------------------------------  --------------  --------------  ---------- 
 Cash flows from operating 
  activities 
 Group operating loss for 
  the period                              (1,519)         (1,725)    (39,930) 
 Depreciation                                   3               3           6 
 Share based payment expense                   30              74         129 
 Impairment of exploration 
  and evaluation assets                       308               -      36,593 
 Movements in working capital 
  and other adjustments: 
 Decrease/(increase) in trade 
  and other receivables                       115            (72)        (97) 
 Increase/(decrease) in trade 
  and other payables                           37           (393)       (496) 
 Net cash flow used in operating 
  activities                              (1,026)         (2,113)     (3,795) 
---------------------------------  --------------  --------------  ---------- 
 
 Cash flow from investing 
  activities 
 Payments for property, plant                   -             (1)           - 
  and equipment 
 Expenditure on exploration 
  and evaluation assets                     (308)        (16,994)    (17,442) 
 Farm-in proceeds                               -          20,410      20,410 
 Finance income                                50              95         185 
 Net cash flow (used in)/from 

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  investing activities                      (258)           3,510       3,153 
---------------------------------  --------------  --------------  ---------- 
 
 Cash flow from financing 
  activities 
 Net proceeds from issue                        -               -           - 
  of equity instruments 
 Net cash flow from financing                   -               -           - 
  activities 
---------------------------------  --------------  --------------  ---------- 
 
 Exchange and other movements                  10               2           4 
---------------------------------  --------------  --------------  ---------- 
 
 Net change in cash and cash 
  equivalents                             (1,274)           1,399       (638) 
 Cash and cash equivalents 
  at beginning of period                   16,790          17,428      17,428 
---------------------------------  --------------  --------------  ---------- 
 Cash and cash equivalents 
  at end of period                         15,516          18,827      16,790 
---------------------------------  --------------  --------------  ---------- 
 

Consolidated Statement of Changes in Equity

 
 
                                                                            Reverse 
                                                   Share                      asset 
                           Share       Share       based      Merger    acquisition     Capital    Retained 
                         capital     premium     payment     reserve        reserve     reserve     deficit      Total 
                                                 reserve 
                         US$'000     US$'000     US$'000     US$'000        US$'000     US$'000     US$'000    US$'000 
---------------------  ---------  ----------  ----------  ----------  -------------  ----------  ----------  --------- 
 Balance at 1 April 
  2014                    20,261      38,918       1,584      11,478       (11,256)           9     (5,051)     55,943 
 Loss and total 
  comprehensive 
  loss for the period          -           -           -           -              -           -     (1,628)    (1,628) 
 Share based payments          -           -         181           -              -           -           -        181 
---------------------  ---------  ----------  ----------  ----------  -------------  ----------  ----------  --------- 
 Balance at 30 
  September 
  2014 (Unaudited)        20,261      38,918       1,765      11,478       (11,256)           9     (6,679)     54,496 
---------------------  ---------  ----------  ----------  ----------  -------------  ----------  ----------  --------- 
 
 Balance at 1 October 
  2014                    20,261      38,918       1,765      11,478       (11,256)           9     (6,679)     54,496 
 Loss and total 
  comprehensive 
  loss for the period          -           -           -           -              -           -    (38,113)   (38,113) 
 Share based payments          -           -          84           -              -           -           -         84 
 Balance at 31 March 
  2015                    20,261      38,918       1,849      11,478       (11,256)           9    (44,792)     16,467 
  (Audited) 
---------------------  ---------  ----------  ----------  ----------  -------------  ----------  ----------  --------- 
 
 Balance at 1 April 
  2015                    20,261      38,918       1,849      11,478       (11,256)           9    (44,792)     16,467 
 Loss and total 
  comprehensive 
  loss for the period          -           -           -           -              -           -     (1,459)    (1,459) 
 Share based payments          -           -          30           -              -           -           -         30 
 Balance at 30 
  September 
  2015 (Unaudited)        20,261      38,918       1,879      11,478       (11,256)           9    (46,251)     15,038 
---------------------  ---------  ----------  ----------  ----------  -------------  ----------  ----------  --------- 
 

Company Information

   1.    General Information 

Fastnet Equity plc ("Fastnet" or the "Company") is a company incorporated in England and Wales. Details of the registered office, the officers and advisers to the Company are presented on the Company Information page at the end of this report. The Company is listed on the AIM market of the London Stock Exchange (ticker: FAST) and the Enterprise Securities Market of the Irish Stock Exchange (ticker: FOI).

The principal activity of the Company during the period was oil and gas exploration. At a general meeting of the Company on 28 August 2015, a fundamental change of business and adoption of an Investing Policy was approved by the shareholders of the Company. The Investing Policy is to acquire companies or businesses in the healthcare sector particularly those in the biopharma sector.

The interim results of the Company for the six month period ended 30 September 2015 comprise the Company and its subsidiaries (together the "Group").

   2.    Basis of Preparation 

The interim results have been prepared on the basis of the recognition and measurement requirements of International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"), and their interpretations adopted by the International Accounting Standards Board ("IASB"). As is permitted by the AIM rules the Directors have not adopted the requirements of IAS34 "Interim Financial Reporting" in preparing the financial statements. Accordingly the financial statements are not in full compliance with IFRS and have neither been audited nor reviewed pursuant to guidance issued by the Auditing Practises Board. The accounting policies used in the preparation of the interim financial information are the same as those used in the Company's audited financial statements for the year ended 31 March 2015 and are expected to be used in the 31 March 2016 year-end financial statements.

The financial information for the six months ended 30 September 2014 and 30 September 2015 is unaudited. The financial information presented for the year ended 31 March 2015 is an extraction from the Group's audited accounts and therefore does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006 on which the auditors issued an unqualified report. The auditor's report also did not contain a statement under Section 498(2) or 498 (3) of the Companies Act 2006 and did not include reference to any matters the auditor drew attention by way of emphasis. The accounts for the year ended 31 March 2015 have been delivered to the Registrar of Companies. The Directors consider that the financial information presented in this Interim Report represents fairly the financial position, operations and cash flows for the period, in conformity with IFRS. The Interim Report for the six months ended 30 September 2015 was approved by the Directors on 21 December 2015.

Presentation of Balances

The Financial Statements are presented in US Dollars ("US$") which was the functional and presentational currency of the Company during the period and the functional currency of all the Group's subsidiary companies. Balances in the Financial Statements are rounded to the nearest thousand ("US$'000") except where otherwise indicated. In light of the Company's fundamental change in business the directors have reviewed the functional currency of Company and determined with effect from 1 November 2015 that Euro ("EUR") will be the appropriate functional currency going forwards (see note 4.)

   3.    Loss per Share - Basic and Diluted 

The Group presents basic and diluted loss per share ("LPS") data for its Ordinary Shares. Basic LPS is calculated by dividing the loss attributable to Ordinary Shareholders of the Company by the weighted average number of Ordinary Shares outstanding during the period. Diluted LPS is determined by adjusting the loss attributable to Ordinary Shareholders and the weighted average number of Ordinary Shares outstanding for the effects of all dilutive potential Ordinary Shares, which comprise warrants and share options granted by the Company.

The calculation of loss per share is based on the following:

 
                                   6 months to 30 September      6 months to 30 September   12 months to 31 March 2015 
                                                       2015                          2014 
-----------------------------  ----------------------------  ----------------------------  --------------------------- 
 Loss after tax attributable 
  to equity holders of the 
  parent (US$'000)                                  (1,459)                       (1,628)                     (39,741) 
 Weighted average number of 
  Ordinary Shares in issue                      345,369,071                   345,369,071                  345,369,071 
 Fully diluted average number 
  of Ordinary Shares in issue                   345,369,071                   345,369,071                  345,369,071 
-----------------------------  ----------------------------  ----------------------------  --------------------------- 
 Basic and diluted loss per 
  share (cent)                                       (0.42)                        (0.47)                      (11.51) 
-----------------------------  ----------------------------  ----------------------------  --------------------------- 
 

Where a loss has occurred, basic and diluted LPS are the same because the outstanding share options and warrants are anti-dilutive. Accordingly, diluted LPS equals the basic LPS.

The share options and warrants outstanding as at 30 September 2015 totalled 13,819,726 (31 March 2015: 20,397,423, 30 September 2014: 25,397,423) and are potentially dilutive.

   4.    Subsequent Events 

Change of Functional and Presentational Currency

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