Longboat Energy PLC
("Longboat Energy", the "Company" or "Longboat")
Audited Full Year Results to
31 December 2023 and Proposed Board Changes
London, 11 April 2024 - Longboat Energy, the full
cycle emerging E&P business, announces
its results for the 12 months ended 31 December 2023.
Highlights
Corporate
Activity
·
Transformational transaction in Norway to form
joint venture with JAPEX (July 2023):
o Japan Petroleum Exploration Co., Ltd (JAPEX) acquired a 49.9%
interest in the Company's Norwegian subsidiary to create a new
joint venture company Longboat JAPEX Norge AS ("Longboat
JAPEX")
o JAPEX made a total equity investment of US$20 million
in two tranches, US$16 million in 2023 and US$
4million post the period end
o In addition, JAPEX has provided a five-year, US$100 million
Acquisition Finance Facility to finance acquisitions and associated
development costs
·
Acquired SE Asian management team and assets
(September 2023):
o Longboat acquired Topaz Number One Limited, increasing its
working interest in the Production Sharing Contract over Block 2A
offshore Sarawak, Malaysia to 52.5% and simplifying the process to
farm-down the high impact exploration block ahead of a drilling
commitment
o Topaz team of James Menzies and Pierre Eliet joined the
Company bringing extensive expertise and an established network in
SE Asia
Operations Summary
(including post-period events)
·
First production acquisition of the Statfjord
satellites, by Longboat JAPEX, was completed (in January
2024):
o Demonstrates the ability of the Longboat JAPEX joint venture
to access and transact opportunities
o By end-March 2024, initial
production of c. 300 boepd net to Longboat JAPEX had doubled
to c. 600, following the completion of
drilling and gas-lift installation on three of the five new
Statfjord Øst wells brought on stream since the
acquisition
o The remaining two new wells require some minor work
which is expected to be completed in the coming months
o While the Statfjord satellites infill drilling project was
successfully executed technically, there have been delays, in both
the development programme and production ramp up, and cost overruns
which together have had a significant negative impact on the joint
venture's projected working capital. After the period end,
Longboat JAPEX drew down US$17 million on
the Acquisition Finance Facility to fund
the Statfjord satellites acquisition and provide additional working
capital
·
Exploration well drilled in Norway on the
Velocette prospect (Longboat JAPEX 20%) discovered subcommercial
quantities of gas.
·
Kveikje Area:
o In a prolific area North West of the Troll field, Longboat
JAPEX has established a portfolio of assets including the Kveikje
discovery and the Kjøttkake/Lotus licence(awarded in January
2023)
o Kveikje, contains 3.5-6 million boe (2C-3C) net to
Longboat JAPEX, the
operator Equinor is maturing plans for a multi-field cluster
development
o Kjøttkake/Lotus has gross mean prospective resources of 27
mmboe with an upside of 44 mmboe and a chance of success is 56%
(Company APA application) The well will be drilled using the
semi-submersible Deepsea Yantai and is expected to spud in Q3
2024
o In December, Longboat JAPEX announced a 2:1 farm down for a
full carry on the dry hole costs of Kjøttkake/Lotus, reducing its
interest in the well to 15%, which completed in 2024
· The Company entered Malaysia in the Malaysian Bid Round 2022
by winning operatorship of a Production Sharing Agreement for Block
2A (Longboat 36.75% (subsequently increased to 52.5% following
Topaz acquisition)):
o Exploration block offshore Sarawak in deep water covering an
area of more than 12,000 km2 with material exploration
opportunities
o Low initial cost obligation and with up to three years until
a drill decision
Financial
Summary
·
Cash balance of £3.7 million as at 31 December
2023 (31 December 2022: £12.1 million) with no consolidated
exploration finance facility (EFF) borrowings due to the balances
of Longboat JAPEX no longer forming part of the consolidated
balance sheet
·
The continuing operations loss after taxation for
the period, excluding other comprehensive income, was £9.3 million
(2022: £2.6 million), with a profit on discontinued operations
being £5.1 million (2022: loss of 12.9 million) resulting in a loss
for the period of £4.2 million
Cost
cutting
In light of and pending the
successful execution of the Company's twin jurisdiction M&A and
operational strategy, there is limited ability to make a material
reduction in general and administrative expenditure in the
immediate future. However, the Company is mindful of the need
to reduce costs to the extent possible, and the Company is
reviewing where savings can be made
Board
Rotation
Brent Cheshire and Jorunn Saetre
have confirmed their intention to stand down from the board as
Non-Executive Directors and will not put themselves forward for
re-election at the forthcoming Annual General Meeting. Brent
and Jorunn have been with the Company since its inception and have
provided strong guidance and challenge at all times and will be
very much missed. We thank them for all of their hard work over the
period. The Company has no immediate plans to replace the
Non-Executive Directors that are standing down
Outlook
· The Company's strategy remains unchanged, to build Longboat
into a full-cycle E&P company with Norway remaining the core
area, with a focus on SE Asia
·
The Company is actively pursuing opportunities in
Norway to deliver material production volumes, primarily on a
bilateral basis but is also actively participating in sales
proceeses. Longboat will make use of the Acquisition Financing
Facility provided by JAPEX which puts Longboat JAPEX in a much
stronger position in these processes
·
The Lotus exploration well, where Longboat has a
15% retained and fully carried interest, is expected to spud in Q3.
The well will be targeting analogous injectite sands to the sand
encountered in Kveikje.
Helge Hammer, Chief Executive Officer of Longboat Energy,
commented:
"In 2023, Longboat made a transformational transaction with
JAPEX to create a new joint venture in Norway. The JV is now in
prime position to pursue opportunities and deliver on our plans to
grow production and reserves in high quality assets in
Norway.
Longboat also made further inroads into the Southeast Asian
region, increasing our working interest in Block2A in Malysia, and
welcoming James Menzies and Pierre Eliet to the team - both of whom
have extensive experience and established networks in the
region.
Our strategy remains unchanged and in 2024, we seek to build
cashflow generating E&P portfolios in both Norway and Southeast
Asia with the full confidence that we will deliver considerable
growth and create substantial shareholder value."
The information contained within
this announcement is considered to be inside information prior to
its release.
Footnotes:
Longboat Energy
|
via FTI
|
Helge Hammer, Chief Executive
Officer
|
|
Jon Cooper, Chief Financial
Officer
Nick Ingrassia, Corporate
Development Director
|
|
|
|
Stifel (Nomad and Joint Broker)
|
Tel: +44 20 7710 7600
|
Callum Stewart
Jason Grossman
Ashton Clanfield
|
|
|
|
Cavendish Capital Markets Limited (Joint
Broker)
Tel:
+44 20 7397 8900
Neil
McDonald
Pete
Lynch
Leif
Powis
Results
For the period to 31 December
2023, the Group's loss after taxation from continuing operations
was £9.3 million.
Dividends
It is the Board's policy that the
Company should seek to generate capital growth for its shareholders
but may recommend distributions at some future date when the
investment portfolio matures, and production revenues are
established and when it becomes commercially prudent to do
so.
Statement of going concern
The Directors have completed the
going concern assessment, taking into account cash flow forecasts
up to the end of 2025, sensitivities to those forecasts and stress
tests to assess whether the Group is a going concern. The base case
scenario includes the repayment of the Longboat JAPEX facility draw
downs at the end of 2024 and makes assumptions around the final
development costs and start up dates for the recently acquired
Statfjord Satellites development wells, including initial start up
of the development wells in April 2024 and the levels of business
development activities and their chances of success.
Having undertaken careful enquiry,
the Directors are of the view that the Company and Group will need
to access additional funds during 2024 in order to fund on-going
operations and pursue growth opportunities. This is in line with
the Company's current activities of exploring, maturing its
discoveries and seeking acquisitions.
The Group is forecast to have
limited liquidity during H2 2024 under the base case and will
require additional funding. It is anticipated that funding will be
sourced through asset disposals, farm downs, the issue of new
equity, dilution in the Company's joint venture or a combination of
all these actions.
To the extent that growth
opportunities will support debt, this will be considered where
appropriate for example to support production acquisitions. The
financial statements for the period to 31 December 2023 have been
prepared assuming the Group will continue as a going concern. In
support of this, the Directors believe the liquid nature of asset
market combined with historical shareholder support, adequate funds
can be accessed when required. However, the ability to access such
funding detailed above is not guaranteed at the date of signing
these financial statements. As a consequence, this funding
requirement represents a material uncertainty that may cast
significant doubt on the Group's ability to continue as a going
concern. The financial statements do not include any adjustments
that would result from the basis of preparation being
inappropriate.
Outlook
Longboat now has two experienced
M&A teams in place, one to pursue M&A opportunities for
Norway and one focused on South East Asia. Combined with our
in-house technical expertise, it puts the Company in a strong
position to deliver growth.
In Norway, we are focused on
delivering a transaction to add material production volumes to the
relatively small initial production position we acquired in January
2024 in the Statfjord Satellites. We will make use of the
Acquisition Financing Facility provided by JAPEX which will assist
Longboat JAPEX's participation in NCS sales
processes.
In parallel with the M&A
effort, work continues to progress the appraisal and development
plans for the discoveries we have in our portfolio, particularly
Kveikje, Oswig and Velocette, and to de-risk the exploration
licences. The objective is to achieve maximum value from the assets
either by developing them or by monetising the assets.
On Block 2A in Malaysia, we will
finalise the evaluation of the giant Kertang gas prospect before
running a process to farm down and make the final drilling
decision. We have already been approached by a number of large
E&P players who are interested in this exciting exploration
prospect. Following the acquisition of privately held Topaz Number
One Limited and the addition of James Menzies and Pierre Eliet to
the Longboat organisation, as announced 13 September, the Company
now has a Business Development Team for SE Asia with a proven track
record, depth of knowledge and excellent relationships across the
region.
Consolidated Statement of Comprehensive
Income
For
the year ended 31 December 2023
|
Notes
|
2023
|
|
2022
|
GROUP
|
|
£
|
|
£
|
|
|
|
|
|
Other income
|
6
|
641,275
|
|
-
|
Administrative expenses
|
|
(4,292,670)
|
|
(2,660,798)
|
Operating loss
|
6
|
(3,651,395)
|
|
(2,660,798)
|
|
|
|
|
|
Share of loss from equity
accounted joint venture
|
15
|
(2,803,202)
|
|
-
|
Impairment of equity accounted
joint venture
|
15
|
(2,639,976)
|
|
-
|
Finance costs
|
8
|
(51)
|
|
(112)
|
Net foreign exchange
(loss)/gain
|
|
(364,366)
|
|
26,063
|
Investment income
|
5
|
155,397
|
|
42,374
|
Loss before taxation from continuing
operations
|
|
(9,303,593)
|
|
(2,592,473)
|
|
|
|
|
|
Income tax
|
9
|
-
|
|
-
|
Loss for the year from continuing
operations
|
|
(9,303,593)
|
|
(2,592,473)
|
Profit/(loss) for the period from
discontinued operations, net of tax
|
10
|
5,116,559
|
|
(12,880,134)
|
Loss for the period
|
|
(4,187,034)
|
|
(15,472,607)
|
|
|
|
|
|
Other comprehensive income / (expense)
|
|
|
|
|
|
|
|
|
|
Currency translation income from
joint venture
|
|
349,929
|
|
-
|
Currency translation income on
disposal of subsidiary
|
|
285,230
|
|
-
|
Currency translation expense on
subsidiaries
|
|
(885,598)
|
|
(19,754)
|
Total items that may be reclassified to profit or
loss
|
|
(250,439)
|
|
(19,754)
|
Total other comprehensive loss for the year
|
|
(250,439)
|
|
(19,754)
|
Total comprehensive loss for the year
|
|
(4,437,473)
|
|
(15,492,361)
|
|
|
|
|
|
Loss per share
|
11
|
Pence
|
|
pence
|
Basic and diluted -
continuing
|
|
(16.42)
|
|
(4.57)
|
Basic - discontinued
|
|
9.03
|
|
(22.73)
|
Diluted - discontinued
|
|
8.51
|
|
(22.73)
|
|
|
|
|
|
Statement of financial position
As
at 31 December 2023
|
Notes
|
2023
|
|
2022
|
|
GROUP
|
|
£
|
|
£
|
|
|
|
|
|
|
|
Investments in equity accounted
joint venture
|
15
|
12,461,890
|
|
-
|
Exploration and evaluation
assets
|
13
|
572,512
|
|
34,661,436
|
Property, plant and
equipment
|
14
|
10,361
|
|
66,107
|
Trade and other
receivables
|
17
|
-
|
|
98,368
|
Right of use asset
|
14
|
-
|
|
447,396
|
|
|
13,044,763
|
|
35,273,307
|
|
|
|
|
|
Current assets
|
|
|
|
|
Cash and cash
equivalents
|
|
3,684,541
|
|
12,059,561
|
Inventories
|
16
|
-
|
|
123,432
|
Trade and other
receivables
|
17
|
1,343,351
|
|
934,918
|
Current tax recoverable
|
18
|
-
|
|
40,755,157
|
|
|
5,027,892
|
|
53,873,068
|
Total assets
|
|
18,072,655
|
|
89,146,375
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
19
|
894,237
|
|
5,225,497
|
Lease liabilities
|
20
|
-
|
|
122,612
|
Exploration Finance Facility bank
borrowings
|
20
|
-
|
|
36,761,340
|
|
|
894,237
|
|
42,109,449
|
Net current assets
|
|
4,133,655
|
|
11,763,619
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Contingent
consideration
|
12
|
239,688
|
|
-
|
Leases liabilities
|
20
|
-
|
|
366,968
|
Deferred tax
liabilities
|
21
|
-
|
|
25,736,898
|
|
|
-
|
|
26,103,866
|
Total liabilities
|
|
1,133,925
|
|
68,213,315
|
Net assets
|
|
16,938,730
|
|
20,933,060
|
|
|
|
|
|
Equity
|
|
|
|
|
Called up share capital
|
24
|
5,710,812
|
|
5,666,665
|
Share premium account
|
25
|
35,605,370
|
|
35,570,411
|
Other reserves
|
|
450,000
|
|
450,000
|
Share option reserve
|
26
|
1,024,486
|
|
660,449
|
Currency translation
reserve
|
27
|
310,803
|
|
561,242
|
Retained earnings
|
|
(26,162,741)
|
|
(21,975,707)
|
Total equity
|
|
16,938,730
|
|
20,933,060
|
|
|
|
|
|
|
| |
The financial statements were
approved by the board of directors and authorised for issue
on 10 April 2024
and are signed on its behalf by:
….................................
Helge Hammer
Chief Executive
Statement of changes in equity
As
at 31 December 2023
|
|
Share
Capital
|
|
Share
Premium
Account
|
|
Share
option
reserve
|
|
Currency
translation
reserve
|
|
Other
reserves
|
|
Retained
earnings
|
|
Total
|
|
|
Notes
|
£
|
|
£
|
|
£
|
|
£
|
|
£
|
|
£
|
|
£
|
|
GROUP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2022
|
|
5,666,665
|
|
35,570,411
|
|
353,550
|
|
580,996
|
|
450,000
|
|
(6,503,100)
|
|
36,118,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(15,472,607)
|
|
(15,472,607)
|
|
Other comprehensive
expense
|
|
-
|
|
-
|
|
-
|
|
(19,754)
|
|
-
|
|
|
|
(19,754)
|
|
Credit to equity for equity
settled
share-based
payments
|
|
-
|
|
-
|
|
306,899
|
|
-
|
|
-
|
|
-
|
|
306,899
|
|
Balance at 31 December 2022
|
|
5,666,665
|
|
35,570,411
|
|
660,449
|
|
561,242
|
|
450,000
|
|
(21,975,707)
|
|
20,933,060
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(4,187,034)
|
|
(4,187,034)
|
|
Other comprehensive income on
joint venture
|
|
-
|
|
-
|
|
-
|
|
349,929
|
|
-
|
|
-
|
|
349,929
|
|
Other comprehensive income on
disposal of subsidiary
|
|
|
|
|
|
|
|
285,230
|
|
|
|
|
|
285,230
|
|
Other comprehensive expense on
subsidiaries
|
|
|
|
|
|
|
|
(885,598)
|
|
|
|
|
|
(885,598)
|
|
Credit to equity for equity
settled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share-based
payments
|
|
-
|
|
-
|
|
364,037
|
|
-
|
|
-
|
|
-
|
|
364,037
|
|
Issue of share capital
|
|
44,147
|
|
34,959
|
|
-
|
|
-
|
|
-
|
|
-
|
|
79,106
|
|
Balance at 31 December 2023
|
|
5,710,812
|
|
35,605,370
|
|
1,024,486
|
|
310,803
|
|
450,000
|
|
(26,162,741)
|
|
16,938,730
|
|
Consolidated statement of cash flows
for
the Year ended 31 December 2023
|
|
|
2023
|
|
2022
|
|
Notes
|
|
£
|
|
£
|
|
£
|
|
£
|
GROUP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow from operating activities
|
|
|
|
|
|
|
|
|
|
Cash absorbed by continuing
operations
|
31
|
|
(3,953,732)
|
|
|
|
|
|
(2,616,492)
|
Cash absorbed by operating
activities from discontinued operations
|
32
|
|
(2,663,342)
|
|
|
|
|
|
(4,957,680)
|
|
|
|
|
|
|
|
|
|
|
Net cash outflow from operating
|
|
|
|
|
|
|
|
|
|
Activities
|
|
|
|
|
(6,617,074)
|
|
|
|
(7,574,172)
|
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
Purchase of property, plant and
equipment
|
|
|
(12,007)
|
|
|
|
(4,998)
|
|
|
Purchase of exploration and
evaluation assets
|
|
|
(148,906)
|
|
|
|
-
|
|
|
Interest received
|
|
|
155,397
|
|
|
|
42,486
|
|
|
Repayment of loan from Longboat
JAPEX to Longboat plc
|
|
|
3,710,329
|
|
|
|
-
|
|
|
Investing activities from
discontinued operations
|
|
|
(5,655,406)
|
|
|
|
(43,116,021)
|
|
|
Cash removed from Group on
disposal
|
|
|
(1,693,429)
|
|
|
|
-
|
|
|
Net cash used in
|
|
|
|
|
|
|
|
|
|
investing activities
|
|
|
|
|
(3,644,022)
|
|
|
|
(43,078,533)
|
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
|
|
Loan drawdowns
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
(51)
|
|
|
|
(112)
|
|
|
Financing activities from
discontinued operations
|
|
|
2,027,204
|
|
|
|
35,179,319
|
|
|
Net cash generated from
|
|
|
|
|
|
|
|
|
|
financing activities
|
|
|
|
|
2,027,153
|
|
|
|
35,179,207
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and
|
|
|
|
|
|
|
|
|
|
cash equivalents
|
|
|
|
|
(8,233,943)
|
|
|
|
(15,473,498)
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at
beginning
|
|
|
|
|
|
|
|
|
|
of year
|
|
|
|
|
12,059,562
|
|
|
|
26,282,067
|
Foreign exchange
|
|
|
|
|
(141,078)
|
|
|
|
1,250,992
|
Cash and cash equivalents at end
of year
|
|
|
|
|
3,684,541
|
|
|
|
12,059,561
|
|
|
|
|
|
|
|
|
|
|
Relating to:
|
|
|
|
|
|
|
|
|
|
Bank balances and short term
deposits
|
|
|
|
|
3,684,541
|
|
|
|
12,059,561
|
|
|
|
|
|
|
|
|
|
| |
Notes to the financial statements
1. Accounting
policies
Company information
Longboat Energy plc is a public
quoted company, limited by shares, incorporated in England and
Wales. The registered office is 5th Floor One New Change, London,
EC4M 9AF.
1.1 Accounting
convention
The financial statements have been
prepared in accordance with UK adopted international accounting
standards and with those parts of the Companies Act 2006 applicable
to companies reporting under IFRS, except as otherwise
stated. As ultimate parent of the Group, the Company has
taken advantage of Financial Reporting Standard 101 Reduced
Disclosure Framework (FRS 101), which addresses the financial
reporting requirements and disclosure exemptions in the individual
financial statements of "qualifying entities", that otherwise apply
the recognition, measurement and disclosure requirements of UK
adopted international accounting standards.
The disclosure exemption adopted
by the Company in accordance with FRS 101 are:
·
the requirements under IAS 7 to present a cash
flow statement
The financial statements are
prepared in sterling, which is the functional currency of the
Group. Monetary amounts in these financial statements are rounded
to the nearest £.
The financial statements have been
prepared under the historical cost convention. The principal
accounting policies adopted are set out below.
1.2 Foreign
currencies
The functional currency for the UK
entities is sterling with the US dollar being the functional
currency for Longboat Energy (SE Asia) Sdn.Bhd, and the Malaysian
branches of Topaz Number One Limited and Longboat Energy (2A)
Limited. Longboat JAPEX Norge AS (formerly Longboat Energy Norge
AS) has a functional currency of Norwegian kroner.
Transactions in foreign currencies
during the year are recorded in the functional currency at the rate
of exchange ruling at the date of the transaction. Monetary assets
and liabilities are translated at the rate ruling on the Balance
Sheet date and any gains and losses on translation are reflected in
the Income Statement.
The assets and liabilities of
foreign operations are translated into sterling at the rate of
exchange ruling at the Balance Sheet date. Income and expenses are
translated at the rate of exchange ruling at the date of the
transaction. The resulting exchange differences on assets and
liabilities of such foreign operations are taken directly to a
separate component of equity. On disposal of a foreign entity, the
deferred cumulative amount recognised in equity relating to that
particular foreign operation is recognised in the Income
Statement.
1.3 Joint
arrangements
Judgement is required to determine
when the Group has joint control over an arrangement, which
requires an assessment of the relevant activities and when the
decisions in relation to those activities require unanimous
consent. The Group has determined that the relevant activities for
its joint arrangements are those relating to the operating and
capital decisions of the arrangement, including the approval of the
annual capital and operating expenditure work programme and budget
for the joint arrangement, and the approval of chosen service
providers for any major capital expenditure as required by the
joint operating agreements applicable to the entity's joint
arrangements. The considerations made in determining joint control
are similar to those necessary to determine control over
subsidiaries, as set out in Note 2. Judgement is also required to
classify a joint arrangement. Classifying the arrangement requires
the Group to assess their rights and obligations arising from the
arrangement. Specifically, the Group considers:
·
the structure of the joint arrangement; whether
it is structured through a separate vehicle;
·
when the arrangement is structured through a
separate vehicle, the Group also considers the rights and
obligations arising therefrom:
·
the legal form of the separate vehicle; the terms
of the contractual arrangement, or other facts and circumstances,
considered on a case by case basis.
1.3 Joint arrangements
(continued)
This assessment often requires
significant judgement. A different conclusion about both joint
control and whether the arrangement is a joint operation or a joint
venture, may materially impact the accounting.
A Joint Operation is a type of
joint arrangement whereby the parties that have joint control of
the arrangement have rights to the assets and obligations for the
liabilities, relating to the arrangements.
In relation to its interests in
joint operations, the Group recognises its:
·
assets, including its share of any assets held
jointly;
·
liabilities, including its share of any
liabilities incurred jointly;
·
revenue from the sale of its share of the output
arising from the joint operation;
·
share of the revenue from the sale of the output
by the joint operation; and
·
expenses, including its share of any expenses
incurred jointly.
1.4 Going concern
The Directors have completed the
going concern assessment, taking into account cash flow forecasts
up to the end of 2025, sensitivities to those forecasts and stress
tests to assess whether the Group is a going concern. The base case
scenario includes the repayment of the Longboat JAPEX facility draw
downs at the end of 2024 and makes assumptions around the final
development costs and start up dates for the recently acquired
Statfjord Satellites development wells, including initial start up
of the development wells in April 2024 and the levels of business
development activities and their chances of success.
Having undertaken careful enquiry,
the Directors are of the view that Longboat Energy plc and Longboat
JAPEX Norge will need to access additional funds during 2024 in
order to fund on-going operations and pursue growth opportunities.
This is in line with the Company's current activities of exploring,
maturing its discoveries and seeking acquisitions.
The Group is forecast to have
limited liquidity during H2 2024 under the base case and will
require additional funding. It is anticipated that funding will be
sourced through asset disposals, farm downs, the issue of new
equity, dilution in the Longboat JAPEX Norge subsidiary or a
combination of all these actions.
To the extent that growth
opportunities will support debt, this will be considered where
appropriate for example to support production acquisitions. The
financial statements for the period to 31 December 2023 have been
prepared assuming the Group will continue as a going concern. In
support of this, the Directors believe the liquid nature of asset
market combined with historical shareholder support, adequate funds
can be accessed when required. However, the ability to access such
funding detailed above is not guaranteed at the date of signing
these financial statements. As a consequence, this funding
requirement represents a material uncertainty that may cast
significant doubt on the Group's ability to continue as a going
concern. The financial statements do not include any adjustments
that would result from the basis of preparation being
inappropriate.
1.5 Medium term
sustainability
In the medium term, new
acquisitions and developments resulting from exploration success
will require further equity capital and new debt facilities. In any
of these circumstances the Company will require additional
financing from the equity markets and the bank or credit markets.
Availability of such financing is subject not only to market
conditions but also a continued willingness of investors to finance
oil and gas companies.
1.6 Oil and Gas Assets
Capitalisation
Pre-acquisition costs on oil and
gas assets are recognised in the Income Statement when incurred.
Costs incurred after rights to explore have been obtained, such as
geological and geophysical surveys, drilling and commercial
appraisal costs and other directly attributable costs of
exploration and appraisal including technical and administrative
costs are capitalised as intangible exploration and evaluation
("E&E") assets. The assessment of what constitutes an
individual E&E asset is based on technical criteria but
essentially either a single licence area or contiguous licence
areas with consistent geological features are designated as
individual E&E assets.
1.6 Oil and Gas Assets
(continued)
E&E costs are not amortised
prior to the conclusion of appraisal activities. Once active
exploration is completed the asset is assessed for impairment. If
commercial reserves are discovered then the carrying value of the
E&E asset is reclassified as a development and production
("D&P") asset, following development sanction, but only after
the carrying value is assessed for impairment and where appropriate
the carrying value adjusted. If commercial reserves are not
discovered the E&E asset is written off to the Income
Statement.
Oil and gas assets include rights
in respect of unproved properties. Property, plant and equipment,
including expenditure on major inspections, and intangible assets
are initially recognised in the Balance Sheet at cost where it is
probable that they will generate future economic benefits. This
includes capitalisation of decommissioning and restoration costs
associated with provisions for asset retirement.
Property, plant and equipment and
intangible assets are subsequently carried at cost less accumulated
depreciation, depletion and amortisation (including any
impairment). Gains and losses on disposals are determined by
comparing the proceeds with the carrying amounts of assets sold and
are recognised in income, within interest and other
income.
1.7 Licence and Property Acquisition
Costs
Exploration licence costs are
capitalised in intangible assets. Licence and property acquisition
costs 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 work is under way to
determine that the discovery is economically viable. 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 through the statement of profit or loss and
other comprehensive income. Upon recognition of proved reserves and
internal approval for development, the relevant expenditure is
transferred to oil and gas properties.
1.8 Development Costs
Expenditure on the construction,
installation or completion of infrastructure facilities such as
platforms, pipelines and the drilling of development wells is
capitalised within property, plant and equipment.
1.9 Property, plant and
equipment
Property, plant and equipment are
initially measured at cost and subsequently measured at cost or
valuation, net of depreciation and any impairment
losses.
Depreciation is recognised so as
to write off the cost or valuation of assets less their residual
values over their useful lives on the following bases:
Fixtures and
fittings
20% straight line
Computers
33.33% straight line
The gain or loss arising on the
disposal of an asset is determined as the difference between the
sale proceeds and the carrying value of the asset, and is
recognised in the income statement.
1.10 Non-current investments in subsidiaries and
joint ventures
A subsidiary is an entity
controlled by the company. Control is the power to govern the
financial and operating policies of the entity so as to obtain
benefits from its activities. The subsidiaries of the Company are
held at cost.
A joint venture is a joint
arrangement whereby the parties that have joint control of the
joint venture have rights to the net assets of the joint venture.
The Group accounts for a joint venture using the equity method,
where the investment in the joint venture is recognised at cost,
and the carrying amount is increased or decreased to recognise the
Group's share of the profit or loss of the investee after the date
of acquisition. Transactions between the Group and the joint
venture that relate to shared services are recognised in other
income or expense as incurred, and are disclosed in the related
party transactions.
1.11 Impairment of non-current
assets
At each reporting end date, the
company reviews the carrying amounts of its non-current assets to
determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss (if any). Where it is not
possible to estimate the recoverable amount of an individual asset,
the company estimates the recoverable amount of the cash-generating
unit to which the asset belongs. Any evidence on the performance of
the assets received following the end of the period, which could
not have been established during the current period will be
recognised in a subsequent period rather than in the current
period.
Recoverable amount is the higher
of fair value less costs to sell and value in use. In assessing
value in use, the estimated future cash flows are discounted to
their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks
specific to the asset for which the estimates of future cash flows
have not been adjusted.
If the recoverable amount of an
asset (or cash-generating unit) is estimated to be less than the
carrying amount, then the carrying amount of the asset (or
cash-generating unit) is reduced to its recoverable amount. An
impairment loss is recognised immediately in profit or loss, unless
the relevant asset is carried at a revalued amount, in which case
the impairment loss is treated as a revaluation
decrease.
Where an impairment loss
subsequently reverses, the carrying amount of the asset (or
cash-generating unit) is increased to the revised estimate of the
recoverable amount, capped such that the increased carrying amount
does not exceed the carrying amount that would have been determined
had no impairment loss been recognised for the asset (or
cash-generating unit) in prior years. A reversal of an impairment
loss is recognised immediately in profit or loss, unless the
relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation
increase.
Impairment of intangible assets is
assessed when facts and circumstances suggest that the carrying
amount of an exploration and evaluation asset may exceed its
recoverable amount. The facts and circumstances used are in
accordance with those dictated by IFRS 6 and if any of those
circumstances are present then an impairment test is performed in
accordance with IAS 36 and any loss recognised. An exploratory well
in progress at period end which is determined to be unsuccessful
subsequent to the balance sheet date based on substantive evidence
obtained during the drilling process in that subsequent period is
treated as a non-adjusting subsequent event.
1.12 Inventories
Materials and supplies inventories
are valued at the lower of cost or net realisable value. The cost
of materials is the purchase cost, determined on a first-in,
first-out basis.
1.13 Cash and cash equivalents
Cash and cash equivalents include
cash in hand, deposits held at call with banks, and other
short-term liquid investments with original maturities of three
months or less.
1.14 Financial assets
Financial assets are recognised in
the company's statement of financial position when the company
becomes party to the contractual provisions of the instrument.
Financial assets are classified into specified categories,
depending on the nature and purpose of the financial
assets.
At initial recognition, financial
assets classified as fair value through profit and loss are
measured at fair value and any transaction costs are recognised in
profit or loss. Financial assets not classified as fair value
through profit and loss are initially measured at fair value plus
transaction costs.
Financial assets at fair
value through profit or loss
When any of the above-mentioned
conditions for classification of financial assets is not met, a
financial asset is classified as measured at fair value through
profit or loss. Financial assets measured at fair value through
profit or loss are recognised initially at fair value and any
transaction costs are recognised in profit or loss when incurred. A
gain or loss on a financial asset measured at fair value through
profit or loss is recognised in profit or loss and is included
within finance income or finance costs in the statement of income
for the reporting period in which it arises.
1.14 Financial assets
(continued)
Financial assets held at
amortised cost
Financial instruments are
classified as financial assets measured at amortised cost where the
objective is to hold these assets in order to collect contractual
cash flows, and the contractual cash flows are solely payments of
principal and interest. They arise principally from the provision
of goods and services to customers (eg trade receivables). They are
initially recognised at fair value plus transaction costs directly
attributable to their acquisition or issue, and are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment where necessary.
Financial assets at fair
value through other comprehensive income
The Company has made an
irrevocable election to recognise changes in fair value of
investments in equity instruments through other comprehensive
income, not through profit or loss. A gain or loss from fair value
changes will be shown in other comprehensive income and will not be
reclassified subsequently to profit or loss. Equity instruments
measured at fair value through other comprehensive income are
recognised initially at fair value plus transaction cost directly
attributable to the asset. After initial recognition, each asset is
measured at fair value, with changes in fair value included in
other comprehensive income. Accumulated gains or losses recognised
through other comprehensive income are directly transferred to
retained earnings when an equity instrument is derecognised or its
fair value substantially decreased. Dividends are recognised as
finance income in profit or loss.
Impairment of financial
assets
Financial assets, other than those
measured at fair value through profit or loss, are assessed for
impairment at each reporting end date.
For trade receivables, joint
venture and intercompany receivables, the Company applies a
simplified approach in calculating ECLs. Therefore, the Company
does not track changes in credit risk, but instead recognises a
loss allowance based on lifetime ECLs at each reporting date. Due
to the nature of the balances the Company has determined that a
provisions matrix is not appropriate and applies a scenario based
approach to estimate lifetime ECL.
Derecognition of financial
assets
Financial assets are derecognised
only when the contractual rights to the cash flows from the asset
expire, or when it transfers the financial asset and substantially
all the risks and rewards of ownership to another
entity.
1.15 Financial liabilities
The Company recognises financial
debt when the Company becomes a party to the contractual provisions
of the instruments. Financial liabilities are classified as either
financial liabilities at fair value through profit or loss or other
financial liabilities.
Financial liabilities at
fair value through profit or loss
Financial liabilities are
classified as measured at fair value through profit or loss when
the financial liability is held for trading. A financial liability
is classified as held for trading if:
·
it has been incurred principally for the purpose
of selling or repurchasing it in the near term, or
·
on initial recognition it is part of a portfolio
of identified financial instruments that the Company manages
together and has a recent actual pattern of short-term profit
taking, or
·
it is a derivative that is not a financial
guarantee contract or a designated and effective hedging
instrument.
Financial liabilities at fair
value through profit or loss are stated at fair value with any
gains or losses arising on remeasurement recognised in profit or
loss.
Other financial
liabilities
Other financial liabilities,
including borrowings, trade payables and other short-term monetary
liabilities, are initially measured at fair value net of
transaction costs directly attributable to the issuance of the
financial liability. They are subsequently measured at amortised
cost using the effective interest method. For the purposes of each
financial liability, interest expense includes initial transaction
costs and any premium payable on redemption, as well as any
interest or coupon payable while the liability is
outstanding.
1.15 Financial liabilities
(continued)
Derecognition of financial
liabilities
Financial liabilities are
derecognised when, and only when, the Company's obligations are
discharged, cancelled, or they expire.
1.16 Taxation
The tax expense represents the sum
of the tax currently payable and deferred tax.
Current
tax
The tax currently payable is based
on taxable profit for the year. Taxable profit differs from net
profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or
deductible. The Company's liability for current tax is calculated
using tax rates that have been enacted or substantively enacted by
the reporting end date.
In 2022 the Group benefited from
tax legislation in Norway which allows tax to be reclaimed on
specific exploration activity. This allowed the Group to recognise
a tax receivable. For 2023 the Norwegian entity has been
deconsolidated and therefore this receivable is no longer
recognised in the Group.
Deferred
tax
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 balance sheet liability
method. Deferred tax liabilities are recognised for all taxable
temporary differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition of
other assets and liabilities in a transaction that affects neither
the tax profit nor the accounting profit.
The carrying amount of deferred
tax assets is reviewed at each reporting end 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 is calculated at the tax rates that are
expected to apply in the period when the liability is settled or
the asset is realised. Deferred tax is charged or credited in the
income statement, except when it relates to items charged or
credited directly to equity, in which case the deferred tax is also
dealt with in equity. Deferred tax assets and liabilities are
offset when the Company has a legally enforceable right to offset
current tax assets and liabilities and the deferred tax assets and
liabilities relate to taxes levied by the same tax
authority.
1.17 Employee benefits
The costs of short-term employee
benefits are recognised as a liability and an expense, unless those
costs are required to be recognised as part of the cost of
inventories or non-current assets.
The cost of any unused holiday
entitlement is recognised in the period in which the employee's
services are received.
Termination benefits are
recognised immediately as an expense when the Company is
demonstrably committed to terminate the employment of an employee
or to provide termination benefits.
1.18 Retirement benefits
Payments to defined contribution
retirement benefit schemes are charged as an expense as they fall
due.
1.19 Leases
The right-of-use asset is
initially measured at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments made at or
before the commencement date plus any initial direct costs and an
estimate of the cost of obligations to dismantle, remove, refurbish
or restore the underlying asset and the site on which it is
located, less any lease incentives received.
The right-of-use asset is
subsequently depreciated using the straight-line method from the
commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The estimated
useful lives of right-of-use assets are determined on the same
basis as those of other property, plant and equipment. The
right-of-use asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the lease
liability.
1.19 Leases (continued)
The lease liability is initially
measured at the present value of the lease payments that are unpaid
at the commencement date, discounted using the interest rate
implicit in the lease or, if that rate cannot be readily
determined, the Company's incremental borrowing rate. Lease
payments included in the measurement of the lease liability
comprise fixed payments, variable lease payments that depend on an
index or a rate, amounts expected to be payable under a residual
value guarantee, and the cost of any options that the Company is
reasonably certain to exercise, such as the exercise price under a
purchase option, lease payments in an optional renewal period, or
penalties for early termination of a lease.
The lease liability is measured at
amortised cost using the effective interest method. It is
remeasured when there is a change in: future lease payments arising
from a change in an index or rate; the Company's estimate of the
amount expected to be payable under a residual value guarantee; or
the Company's assessment of whether it will exercise a purchase,
extension or termination option. When the lease liability is
remeasured in this way, a corresponding adjustment is made to the
carrying amount of the right-of-use asset or is recorded in profit
or loss if the carrying amount of the right-of-use asset has been
reduced to zero.
All leases are accounted for by
recognising a right-of-use asset and a lease liability except
for:
·
Leases of low value assets; and
·
Leases with a duration of 12 months or
less.
1.20 Reserves
Share capital
Share capital represents the
nominal value of shares issued less the nominal value of shares
repurchased and cancelled.
Share premium
This reserve represents the
difference between the issue price and the nominal value of shares
at the date of issue, net of related issue costs and share premium
cancelled.
Share based payment reserve
This reserve represents the
potential liability for outstanding equity settled share
options.
Retained earnings
Net revenue profits and losses of
the Group which are revenue in nature are dealt with in this
reserve.
Currency translation reserve
This reserve represents foreign
exchange differences on the revaluation of the foreign
subsidiary.
Other reserves
Other reserves relate to the
nominal value of share capital repurchased and
cancelled.
1.21 Share based payments
Employees (including senior
executives) of the Group receive remuneration in the form of
share-based payment transactions which are equity settled. The cost
of equity-settled transactions with employees is measured by
reference to the fair value at the date on which they are granted.
The fair value is determined by an external valuer using an
appropriate pricing model.
The cost of equity-settled
transactions is recognised, together with a corresponding increase
in equity, over the period in which the performance and/or service
conditions are fulfilled, ending on the date on which the relevant
employees become fully entitled to the award (the "vesting date").
The cumulative expense recognised for equity-settled transactions
at each reporting date until the vesting date reflects the extent
to which the vesting period has expired and the Group's best
estimate of the number of equity instruments that will ultimately
vest. The Income Statement charge or credit for a period represents
the movement in cumulative expense recognised as at the beginning
and end of that period.
1.21 Share based payments
(continued)
The key areas of estimation
regarding share based payments are share price volatility; and
estimated lapse rates.
No adjustments are made in respect
of market conditions not being met, neither the number of
instruments nor the grant-date fair value is adjusted if the
outcome of the market condition differs from the initial
estimate.
Where the terms of an
equity-settled award are modified, the minimum expense recognised
is the expense as if the terms had not been modified. An additional
expense is recognised for any modification, which increases the
total fair value of the share based payment arrangement, or is
otherwise beneficial to the employee as measured at the date of
modification.
Where an equity-settled award is
cancelled, it is treated as if it had vested on the date of
cancellation, and any expense not yet recognised for the award is
recognised immediately. However, if a new award is substituted for
the cancelled award, and designated as a replacement award on the
date that it is granted, the cancelled and new awards are treated
as if they were a modification of the original award, as described
in the previous paragraph.
The dilutive effect of outstanding
options is reflected as additional share dilution in the
computation of earnings per share.
1.22 Discontinued operations
In accordance with IFRS 5
"Non-current assets held for sale and discontinued operations" the
net results relating to the disposal group are presented within
discontinued operations in the income statement, for which the
comparatives have been restated. Please refer to note 10 for
further details.
1.23 Profit on disposal
In accordance with IFRS 10, in an
event where the Company holding in an investment is diluted the
holding will be assessed to establish if loss of control has
occurred.
In the event that loss of control
is confirmed, the assets and liabilities of the subsidiary will be
derecognised. The fair value of the consideration received in
exchange for the loss of control will be recognised, in addition to
the fair value of the investment retained. Any other
comprehensive income in relation to the former subsidiary will be
reclassified to the profit and loss. Any difference in the
entries above will be recognised as a gain or loss in the current
year income statement.
1.24 Acquisitions
Acquisitions are assessed to
determine whether they meet the criteria of a business combination
or an asset purchase.
The Company determines that it has
acquired a business when the acquired set of activities and assets
include an integrated set of activities and
assets that is capable of being conducted and managed for the
purpose of providing goods or services to customers, generating
investment income (such as dividends or interest) or generating
other income from ordinary activities. When
the Company acquires a business, it assesses the financial assets
and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic
circumstances and pertinent conditions as at the acquisition date.
Business combinations are accounted for using the acquisition
method under IFRS 3. The cost of an acquisition is measured
at fair value, which shall be calculated as the
sum of the acquisition ‑date fair values of the assets
transferred by the acquirer, the liabilities incurred by the
acquirer to former owners of the acquiree and the equity interests
issued by the acquirer. For each business
combination, the Company elects whether to measure the
non-controlling interests in the acquiree at fair value or at the
proportionate share of the acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred and included in
administrative expenses.
1.24 Acquisitions (continued)
Certain acquisitions can be treated
as an asset acquisition under IFRS 3, even when the definition of a
business is met. This is referred to as the 'concentration test'
and allows for an acquisition to be treated as an asset
acquisition.
In circumstances where this test is
passed, and the Company consider this accounting approach to be
most appropriate, the Company will treat the acquisition as an
asset acquisition rather than a business combination. In this
case, all assets and liabilities purchased are allocated a fair
value and the core asset purchased is designated the remaining
allocation of the fair value of the consideration. No good will or
bargain purchase is recognised.
2 Adoption of new
and revised standards and changes in accounting
policies
In the current year, the following
new and revised Standards and Interpretations have been adopted by
the company. None of these new and revised Standards and
Interpretations had an effect on the current period or a prior
period but may have an effect on future periods:
|
|
Effective from:
|
IFRS 17
|
Insurance contracts
|
1 January 2023
|
|
|
|
IAS 1 and IFRS Practice Statement
2 (Amendments)
|
Disclosure of accounting
policies
|
1 January 2023
|
|
|
|
IAS 8 (Amendments)
|
Definition of accounting
estimates
|
1 January 2023
|
|
|
|
IAS 12 (Amendments)
|
Deferred tax related to assets and
liabilities arising from a single transaction
|
1 January 2023
|
|
|
|
Standards which are in issue but not yet
effective
At the date of authorisation of
these financial statements, the following Standards and
Interpretations, which have not yet been applied in these financial
statements, were in issue but not yet effective:
|
|
Effective from:
|
|
|
|
IFRS 16 (Amendment)
|
Liability in a Sale and
Leaseback
|
1 January 2024
|
|
|
|
IAS 1 (Amendment)
|
Classification of liabilities as
current or non-current - deferral of effective date
|
1 January 2024
|
|
|
|
IAS 1 (Amendment)
|
Non-current Liabilities with
covenants
|
1 January 2024
|
|
|
|
IAS 7 (Amendment)
|
Supplier Finance
Arrangements
|
1 January 2024
|
|
|
|
IAS 21 (Amendment)
|
Lack of Exchangeability
|
1 January 2025
|
The Directors do not expect that
the adoption of the Standards listed above will have a material
impact on the financial statements of the Company.
The Company plans to adopt the
above standards when from the effective dates noted in the table
above.
3 Critical
accounting estimates and judgements
In the application of the Group's
accounting policies, the directors are required to make judgements,
estimates and assumptions about the carrying amount of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised, if the revision affects only that period, or
in the period of the revision and future periods if the revision
affects both current and future periods.
The estimates and assumptions
which have a significant risk of causing a material adjustment to
the carrying amount of assets and liabilities are outlined
below.
Exploration and evaluation assets (notes 10, 13,
15)
Prior to the derecognition of the
assets of Longboat JAPEX Norge, judgement was required to determine
whether impairment indicators exist in respect of the Group's
exploration assets, formerly recognised in the statement of
financial position. The Group has to take into consideration
whether the assets have suffered any impairment, taking into
consideration licence status, planned expenditures, the results of
the drilling to date, and the likelihood of reserves being found.
The Group evaluates information from third parties in making these
assessments, where available and the judgments can be subject to
change, if future information becomes available. As at 14 July 2023
the Group determined that impairment of £10.4 million (2022: £42.9
million) relating to Egyptian Vulture, was required in respect of
the exploration licences detailed in note 10 and
13.
Following the set-up of the joint
venture, this assessment occurs at company level in Longboat JAPEX
Norge, and any impairment expense recognised is evaluated by the
Group and recognised via the equity accounted profit/loss for the
period. For 2023 the Group took a 50.1% share of the write off of
Velocette (100% write off of £17.2 million), see note 15 for more
details.
Share-based payments (note 26)
Estimation is required in
determining inputs to the share-based payment
calculations.
The fair value of the options were
determined by an external valuation provider using an industry
accepted pricing model.
Impairment of investments in subsidiaries and joint ventures
(note 15)
Investments in subsidiaries and
joint ventures have been assessed for recoverability based on the
current value of the investments. Determination is based upon the
assessment of exploration risk, net asset position and cash within
the underlying entity. See note 15 for further details on the
investments.
Expected credit loss (note 17)
Analysis, which considers both
historical and forward looking qualitative and quantitative
information is performed by Management to determine whether the
credit risk has significantly increased since the time the
receivable was initially recognised. . Management considers the
expected credit losses (ECL) for the current receivables balances
at Group level to be minimal, in view that these companies have no
history of default and payment is made in a short period. ECL
for intercompany receivables at Company level has been assessed and
an entry has been booked, donating a write down of 50% of the
underlying balance with the subsidiary, Longboat Energy 2A limited,
to reflect the uncertainty around cash flows.
Fair value of equity accounting for joint venture (note
10)
On initial loss of control of
Longboat Energy Norge AS an estimate was made over the possible
future cash flows from the contingent receivables noted in the
investment agreement. As some of the consideration was based
on the completion of an acquisition deal and a successful
exploration drilling project a weighted risk model was used to
calculate the fair values of the future receivables. These
estimates were then discounted using an estimated discount rate to
establish the current value of the contingent receivable for
recognition.
3 Critical accounting estimates and
judgements (continued)
Acquisition of Topaz Number One Limited and fair value of
contingent consideration payable (note 12)
The acquisition of Topaz Number
One Limited required judgment to determine whether the transaction
represented an asset acquisition or a business combination.
In forming the conclusion that the acquisition represented an asset
purchase management considered factors including the nature and
stage of exploration of the underlying licences and the extent of
inputs and processes necessary to generate outputs existed and
concluded that the transaction represented an asset purchase.
Estimate and judgment was applied in fair valuing the contingent
portion of the consideration. Management applied judgement in
determining the likelihood of all possible scenarios and this was
modelled into a weighted fair value calculation, which was
discounted, using an estimated discount rate, to establish the
current value of the contingent payable to recognise.
4 Employees
GROUP
The average monthly number of
persons (including directors) employed by the group and company
during the year was:
|
2023
|
|
2022
|
Group
|
Number
|
|
Number
|
|
|
|
|
Executive Directors
|
3
|
|
3
|
Non-executive Directors
|
5
|
|
5
|
Staff
|
14
|
|
10
|
Total
|
22
|
|
18
|
|
2023
|
|
2022
|
Company
|
Number
|
|
Number
|
|
|
|
|
Executive Directors
|
3
|
|
3
|
Non-executive Directors
|
5
|
|
5
|
Staff
|
1
|
|
10
|
Total
|
9
|
|
18
|
Their aggregate remuneration
comprised:
|
2023
|
2022
|
|
£
|
£
|
|
|
|
Wages and salaries
|
1,465,734
|
1,148,099
|
Social security costs
|
161,374
|
160,616
|
Pension costs
|
58,250
|
55,000
|
Share based payment
charge
|
199,017
|
157,757
|
Remuneration - continuing
operations
|
1,884,375
|
1,521,472
|
|
|
|
Remuneration - discontinued
operations
|
1,056,238
|
2,200,289
|
4 Employees (continued)
Discontinued operations relate to
Longboat Energy Norge AS up to 14 July 2023, whereafter the Group's
share (50.1%) of the results of renamed Longboat JAPEX Norge AS are
recognised as a part of the loss on equity accounted joint venture
investment, see note 15 for more details.
Foreign currency gains arise on
remuneration due to one of the executive director's salaries being
declared in GBP and paid in NOK.
The remuneration of the highest
paid director is shown below.
|
|
Taxable
|
Annual
|
|
|
|
Salary
|
Benefits
|
Bonus
|
Pension
|
Total
|
|
|
|
|
|
|
Helge Hammer
|
320,421
|
1,362
|
-
|
24,706
|
346,489
|
5 Investment income
GROUP
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
Interest income
|
|
|
|
Bank deposits
|
155,397
|
|
42,374
|
6 Operating loss
from continuing operations
GROUP
|
2023
|
|
2022
|
|
£
|
|
£
|
Operating loss for the year is
stated after charging/(crediting):
|
|
|
|
Exchange (gain)/loss
|
365,013
|
|
(26,063)
|
Fees payable to the company's
auditors for the audit of the parent
|
|
|
|
company and consolidated
financial statements
|
95,200
|
|
65,000
|
Fees payable to the company's
auditors for the audit of the subsidiary financial
statements
|
22,000
|
|
18,304
|
Fees payable to the company's
auditors for non audit services
|
42,000
|
|
23,000
|
Depreciation of property, plant
and equipment
|
10,479
|
|
10,300
|
Share-based payments
|
199,017
|
|
157,756
|
Executive director's
remuneration
|
790,191
|
|
616,000
|
Non-executive director
remuneration
|
334,102
|
|
296,750
|
Wages and salaries
|
378,470
|
|
320,904
|
Pensions and payroll
taxes
|
265,550
|
|
215,616
|
New Ventures and Business
Development
|
350,975
|
|
42,500
|
Professional fees
|
446,207
|
|
363,356
|
Fixed rate manpower charges from
Longboat JAPEX
|
302,974
|
|
-
|
Contractor day rates
|
233,885
|
|
91,917
|
Legal fees
|
232,920
|
|
14,387
|
Accountancy fees
|
157,835
|
|
119,386
|
|
Other income relates to £543,930
of fixed fee related to manpower, charged from the Company to
Longboat JAPEX from 15 July 2023. The remaining £97,344
relates to management service recharges from the Company to
Longboat JAPEX.
7
Auditor's
remuneration
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Fees payable to the company's
auditor and associates:
|
|
|
|
|
|
|
|
For audit services
|
|
|
|
Audit of the parent company and
consolidated financial statements
|
95,200
|
|
65,000
|
Audit of subsidiary financial
statements
|
22,000
|
|
18,304
|
During the year the auditor
provided non-audit services in relation to an interim review of
£42,000 (2022: £23,000).
8 Finance
costs
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Interest on HMRC
payments
|
51
|
|
112
|
|
51
|
|
112
|
9 Income tax
(credit)/expense
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Current tax (credit)
|
|
|
|
UK corporation tax on profits for
the current period
|
-
|
|
-
|
Deferred tax
|
|
|
|
UK deferred taxation
|
-
|
|
-
|
Total tax (credit)
|
-
|
|
-
|
The charge for the year can be
reconciled to the loss per the income statement as
follows:
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
Loss before taxation
|
(9,303,593)
|
|
(15,472,607)
|
|
|
|
|
Expect tax credit based on a
corporation tax rate of 23.52%
|
|
|
|
(2022: 19.00%)
|
(2,188,255)
|
|
(2,939,795)
|
Effect of expenses not deductible
in determining taxable profit
|
1,453,408
|
|
2,577,652
|
Remeasurement of deferred tax for
changes in tax rate
|
(45,351)
|
|
|
Movement in Deferred tax not
recognised
|
780,198
|
|
362,428
|
Fixed asset differences
|
-
|
|
(285)
|
Taxation credit for the
year
|
-
|
|
-
|
Unused tax losses in the UK on
which no deferred tax asset has been recognised as at 31 December
2023 was £7,914,426 (2022: £4,783,533) and the potential tax
benefit was £1,976,015 (2022: £1,195,884, updated by £832,820 to
reflect the effect of a change to the tax rate). Deferred tax
assets, including those arising from temporary differences, are
recognised only when it is considered more likely than not that
they will be recovered, which is dependent on the generation of
future assessable income of a nature and of an amount sufficient to
enable the benefits to be utilised.
10 Gain / (loss) for period
from discontinued operations
On 14 July 2023 Longboat Energy
Norge ("Longboat Norge") issued new shares, representing 49.9% of
its total enlarged issued share capital, to Japan Petroleum
Exploration Co ("JAPEX"). This share issue resulted in
Longboat Energy plc losing its controlling interest in Longboat
Norge and created a new joint venture investment with JAPEX, where
the Company and Japex hold equal voting rights over Norge, which
was renamed Longboat JAPEX Norge AS ("Longboat JAPEX"). Under
the terms of the shareholder agreement the joint venture partners
have equal board representation and joint approvals are required
for reserved matters which represent the relevant strategic
decision making of the company.
As this transaction resulted in
joint control, the assets and liabilities of Longboat JAPEX ceased
to be consolidated by the Group following loss of control. The
results of the entity are shown as discontinued operations up to 14
July 2023, whereafter the Group's share (50.1%) of the results of
Longboat JAPEX are recognised as a share of loss on the equity
accounted joint venture investment, see note 15 for more
details.
|
31 Dec
|
|
|
|
31 Dec
|
|
2023
|
|
|
|
2022
|
|
£
|
|
|
|
£
|
Expenses excluding exploration
write offs*
|
(4,332,660)
|
|
|
|
(3,918,853)
|
Exploration write off
|
(10,427,155)
|
|
|
|
(42,877,022)
|
Loss before tax
|
(14,759,815)
|
|
|
|
(46,795,875)
|
Current tax on discontinued
operations
|
2,579,938
|
|
|
|
41,029,956
|
Deferred tax on discontinued
operations
|
6,831,888
|
|
|
|
(7,114,215)
|
Loss after tax on discontinued operations
|
(5,347,989)
|
|
|
|
(12,880,134)
|
|
|
|
|
|
|
Gain on disposal**
|
10,464,548
|
|
|
|
-
|
|
|
|
|
|
|
Gain / (loss) after tax including
gain on disposal
|
5,116,559
|
|
|
|
(12,880,134)
|
|
|
|
|
|
|
Gain / (loss) per share impact from discontinued operations
(note 11): operations
|
|
|
|
|
|
Basic
|
9.03
|
|
|
|
(22.73)
|
Diluted
|
8.51
|
|
|
|
(22.73)
|
*Balance includes £285,230 of
historic currency translation adjustments, previously held in the
currency translation reserves, that were taken to the profit and
loss account as unrealized foreign exchange loss on the disposal of
Longboat JAPEX.
**Gain on disposal
Fair value of Joint Venture of
Longboat JAPEX Norge AS**
|
|
|
|
|
17,555,140
|
Net assets at date of loss of
control
|
|
|
|
|
(7,090,592)
|
Gain on loss of control
|
|
|
|
|
10,464,548
|
** At the date of disposal the
fair value of the joint venture was calculated based on the fair
value of the consideration received. There are three tranches to
the investment consideration.
Base consideration: Due on
completion and was set at USD 16 million equivalent to 3,386,430
new shares at 1 NOK each in Longboat Norge at the date of
completion.
10 Gain / (loss) for period from discontinued
operations (continued)
Statfjord Tranche: This tranche is
USD 4 million and conditional on acquiring an interest in the
Statfjord Ost Field and Sygna fields. Upon completion of this
acquisition JAPEX will subscribe a further USD 4 million in
Longboat JAPEX. On 30 June Longboat Norge entered into an SPA to
acquire a 4.8% interest in the Statfjord Øst Unit
and a 4.3% unitised interest in the Sygna Unit from INPEX Idemitsu
Norge AS which was subject to completion conditions. The
probability of not achieving completion before the long stop date
of 31 January 2024, was estimated at 15%, giving a risked
contingent payment of 85% x USD4 million = USD3.4 million. A
change of 5 percentage points in probability of the completion of
the Statfjord Satellites acquisition would result in a 6 percentage
point movement in the Statfjord Sattalites tranche, equivalent to
USD 0.2 million.
As at 31 December 2023 the fair
value was not deemed to have materially changed as the conditions
remained outstanding. The transaction completed subsequent to
the period end upon satisfaction of the conditions.
Velocette tranche: If this well
had been a discovery, based on its size and approval of the field
development plan (PDO), JAPEX would have subscribed a further USD
30 million.
The probabilities of the differing
discovery sizes were calculated and weighted and the total weighted
risked consideration for this tranche was estimated at USD 3.45
million discounted at 10%. A change of 5 percentage points in
probability of discovery on Velocette would lead to a 14 percentage
point change in the fair value of the Velocette tranche, equivalent
to USD 0.43 million (£0.33 million). A change of discount
rate by 1 percentage point would lead to a 3 percentage point
change in the Velocette trance fair value, equivalent to USD 0.08
million (£0.06 million).
Total fair value of
consideration:
|
USD
million (dominated in agreement)
|
GBP
million (equivalent for reporting)
|
Tranche
1:
|
16.0
|
12.24
|
Tranche 2:
|
3.4
|
2.61
|
Tranche 3:
|
3.45
|
2.64
|
Total:
|
22.85
|
17.49
|
As this represents the 49.9% of
the investment that was sold, this is grossed up to represent the
50.1% retained interest, giving £17.55 million as the fair value of
the retained investment value.
During the year and subsequent to
the transaction, the Velocette well was confirmed as non-commercial
and as a result the investment in equity accounted joint venture
was impaired by an amount equivalent to the contingent
consideration associated with this tranche (£2.64 million),
reducing the carrying value of the investment. See note 15 for more
information.
At the date of completion, the
assets and liabilities of Longboat JAPEX were deconsolidated
reflecting the loss of control of the subsidiary. Details of
the balances at the date of completion are shown below:
Assets and liabilities deconsolidated
|
|
|
14 July
2023
|
|
|
Intangible assets
|
|
|
23,166,865
|
|
|
Property, plant and
equipment
|
|
|
42,013
|
|
|
Tax recoverable
|
|
|
39,429,854
|
|
|
Cash
|
|
|
1,693,429
|
|
|
Other current assets
|
|
|
1,349,818
|
|
|
Total assets
|
|
|
65,681,978
|
|
|
|
|
|
|
|
|
Exploration finance
facility
|
|
35,710,740
|
|
Other current
liabilities
|
|
|
2,621,719
|
|
Deferred tax
|
|
|
16,548,598
|
|
Other long term
liabilities
|
|
|
3,710,329
|
|
Total liabilities
|
|
|
58,591,386
|
|
|
|
|
|
|
Net Assets
|
|
|
7,090,592
|
|
10 Gain / (loss) for period
from discontinued operations (continued)
During the year, on completion of
committed exploration activity, the Directors of Longboat JAPEX
have evaluated the potential future cashflows from each licence. If
drilling was completed, no commercial reserves discovered and no
further prospectivity identified, then the licence was deemed to be
fully impaired. For licences where further appraisal would be
required to confirm possible further prospectivity, a judgement has
been made, based on operator/partnership interest in further
appraisal, and on the likely outcome of possible
appraisal/development activity, to assess whether the licence
should be written off. On conclusion of this assessment the
Directors of Longboat JAPEX have concluded in the period prior to
the disposal of the subsidiary that it is appropriate to write off
the value of the wells and associated licence costs for PL939
Egyptian Vulture £10.4 million. Smaller write offs in
relation to additional exploration expenses on the already impaired
PL901 Rodhette; PL1060 Ginny/Hermine; PL1049 Cambozola, and PL1017
Copernicus have also been incurred in the year.
11 Earnings per share
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Number of shares
|
|
|
|
Weighted average number of
ordinary shares for basic earnings per
|
|
|
|
Share
|
56,670,294
|
|
56,666,665
|
|
|
|
|
Weighted average number of
potentially dilutive shares from share options in issue in the
year
|
3,428,569
|
|
-
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
|
Earnings for basic and diluted
earnings per share being net loss
|
|
|
|
attributable to equity
shareholders of the Company for:
|
|
|
|
Continuing operations
|
(9,303,593)
|
|
(2,592,473)
|
Discontinued operations
|
5,116,559
|
|
(12,880,134)
|
Earnings per share (expressed in pence)
|
|
|
|
Basic and diluted from continuing
operations
|
(16.42)
|
|
(4.57)
|
Basic from discontinued
operations
|
9.03
|
|
(22.73)
|
Dilutive from discontinued
operations
|
8.51
|
|
(22.73)
|
Basic earnings per share is
calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of shares outstanding
during the period.
Diluted earnings per share is
calculated using the weighted average number of shares adjusted to
assume the conversion of all dilutive potential ordinary shares,
being 3,428,569 for 2023 (2022: 2,205,185). Share options and
awards are not included in the dilutive calculation for loss making
periods because they are anti-dilutive.
12 Asset
Acquisition
On 13 September 2023, Longboat
Energy announced it had entered into a sale and purchase agreement
to acquire all of the issued share capital of Topaz Number One
Limited whose sole asset is a 15.75% interest in Block 2A. On 21
December 2023 this transaction completed and as a result, this
newly acquired interest in Block 2A, combined with the existing
holding via Longboat Energy 2A Limited, gives Longboat a combined
52.5% interest in the Block 2A PSC with partners Petronas Carigali
Sdn.Bhd (40%) and Petroleum Sarawak Exploration & Production
Sdn. Bhd. (7.5%).
The fair value of the
consideration paid and payable for the 100% share in Topaz number
One limited was $403,000 (£318,794).
12 Asset Acquisition
(continued)
The fair value of the assets and
liabilities acquired as at 21 December are shown below:
|
2023
|
Assets:
|
£
|
|
|
Exploration assets
|
377,366
|
Accounts receivable
|
81
|
Under/overcall
|
83,917
|
|
|
Liabilities:
|
|
Accounts payable
|
(111,295)
|
Accruals
|
(31,275)
|
|
|
Net assets at fair
value
|
318,794
|
|
|
Consideration:
|
|
Equity issued on completion
($100,000)
|
79,106
|
Contingent fair value
consideration ($303,000)
|
239,688
|
Total consideration
|
318,794
|
As part of the purchase agreement
with the vendor of Topaz Number One Limited, the consideration was
made up of three tranches.
· Tranche 1 was equivalent to $0.1 million, settled in Longboat
Energy plc shares on completion of the transaction on 21 December
2023.
· Tranche 2 is contingent and will be payable on the earlier of
a positive well drilling decision for Block 2A or the event of farm
out (farm out must be agreed within 5 years). This payment will be
$0.125 million, payable in shares of Longboat Energy
plc.
· Tranche 3 (part 1) is contingent on an exploration well
announcement in excess of 600bcf (well must commence drilling
within 5 years). The payment will be equivalent of $1 million and
will be settled in cash or allotment of shares in Longboat Energy
plc, at the discretion of the Company.
· Tranche 3 (part 2) is contingent on the growth in Longboat
share price. The payment will be equivalent of up to $2 million,
based on the table shown below, and will be settled in cash or
allotment of shares in Longboat Energy plc, at the discretion of
the Company.
Growth
in Longboat Shares Average Price
|
Consideration
|
|
%
|
USD
|
0-9.9%
|
0%
|
-
|
10-24.9%
|
33%
|
666,667
|
25-49.9%
|
67%
|
1,133,333
|
>=50%
|
100%
|
2,000,000
|
If a liquidity event occurs,
involving the sale of Topaz Number One's share in Block 2A then
Tranche 3 will be calculated instead upon the proceeds of the
liquidity event, but capped at the total of $3 million, as
above.
To calculate the fair value of the
consideration at time of acquisition, a base case, low case and
liquidity case scenario were risked, weighting and discounted,
taking into account the expected chance of farm down, expected
chance of >600bcf discovery and the expected impact on the share
price. Also included was the liquidity scenario where the
chance of a sale of the interest in the block was
estimated.
At the acquisition date the fair
value of the contingent consideration was calculated to be $0.3
million (£0.2 million).
A change of probability of
geological discovery by 5 percentage points would lead to a 20%
change in the fair value consideration of Topaz, equivalent to USD
0.06 million (£0.05 million).
13 Exploration and evaluation
assets
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Cost
|
|
|
|
At 1 January
|
34,661,436
|
|
23,988,754
|
Additions
|
2,013,790
|
|
53,588,635
|
Exploration asset
acquisition
|
377,366
|
|
-
|
Foreign currency
adjustments
|
(2,955,897)
|
|
(38,932)
|
Exploration write-off
Disposal
|
(10,427,155)
(23,097,028)
|
|
(42,877,021)
-
|
At 31 December
|
572,512
|
|
34,661,436
|
Carrying amount
|
|
|
|
At 31 December
|
572,512
|
|
34,661,436
|
On 11 Jan 2023 the Group announced
an award of a 30% interest in Licence 1182S via the Norwegian 2022
APA licensing Round in the joint venture
company Longboat JAPEX.
On 1 February 2024 the Group
announced the completion of a farm down of two exploration
licences on the Norwegian Continental Shelf, in the joint venture
company Longboat JAPEX.
On 15 February 2023 the Group
announced it had been awarded a Production Sharing Contract for
Black 2A under the Malaysian Bid Round.
See note 29 for more
details.
COMPANY
The Company does not have any
exploration and evaluation assets at the end of the
period.
14 Property, plant and
equipment
|
|
Right of
use
assets
|
|
Fixtures
and
fittings
|
|
Computers
|
|
Total
|
GROUP
|
|
£
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
580,044
|
|
3,340
|
|
37,033
|
|
620,417
|
Additions
|
|
-
|
|
42,570
|
|
17,333
|
|
59,903
|
Foreign currency
adjustments
|
|
3,516
|
|
21
|
|
55
|
|
3,592
|
At 31 December 2022
|
|
583,560
|
|
45,931
|
|
54,421
|
|
683,912
|
Additions
Disposal
|
|
30,359
(558,480)
|
|
-
(40,294)
|
|
6,576
(20,693)
|
|
36,935
(619,467)
|
Foreign currency
adjustments
|
|
(55,439)
|
|
(4,230)
|
|
(2,172)
|
|
(61,841)
|
At 31 December 2023
|
|
-
|
|
1,407
|
|
38,132
|
|
39,539
|
|
|
|
|
|
|
|
|
|
Accumulated depreciations and
|
|
|
|
|
|
|
|
|
impairment
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
19,335
|
|
167
|
|
10,606
|
|
30,108
|
Charge for the year
|
|
117,099
|
|
7,772
|
|
16,787
|
|
141,658
|
Foreign currency
adjustments
|
|
(270)
|
|
(343)
|
|
(744)
|
|
(1,357)
|
At 31 December 2022
|
|
136,164
|
|
7,596
|
|
26,649
|
|
170,409
|
Charge for the year
Disposal
|
|
35,671
(183,692)
|
|
2,561
(10,782)
|
|
7,918
(11,161)
|
|
46,150
(205,637)
|
Foreign currency
adjustments
|
|
11,858
|
|
1,564
|
|
4,834
|
|
18,256
|
At 31 December 2023
|
|
-
|
|
938
|
|
28,240
|
|
29,178
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
-
|
|
469
|
|
9,892
|
|
10,361
|
At 31 December 2022
|
|
447,396
|
|
38,335
|
|
27,772
|
|
513,503
|
14 Property, plant and equipment
(continued)
|
|
|
|
Fixtures and
fittings
|
|
Computers
|
|
Total
|
COMPANY
|
|
|
|
£
|
|
£
|
|
£
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
-
|
|
27,966
|
|
27,966
|
Additions
|
|
|
|
1,407
|
|
3,591
|
|
4,998
|
Disposals
|
|
|
|
-
|
|
-
|
|
-
|
At 31 December 2022
|
|
|
|
1,407
|
|
31,557
|
|
32,964
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
-
|
|
6,575
|
|
6,575
|
At 31 December 2023
|
|
|
|
1,407
|
|
38,132
|
|
39,539
|
|
|
|
|
|
|
|
|
|
Accumulated depreciations and
|
|
|
|
|
|
|
|
|
Impairment
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
-
|
|
8,398
|
|
8,398
|
Charge for the year
|
|
|
|
469
|
|
9,831
|
|
10,300
|
At 31 December 2022
|
|
|
|
469
|
|
18,229
|
|
18,698
|
|
|
|
|
|
|
|
|
|
Charge for the year
|
|
|
|
469
|
|
10,010
|
|
10,479
|
At 31 December 2023
|
|
|
|
938
|
|
28,240
|
|
29,178
|
|
|
|
|
|
|
|
|
|
Carrying amounts
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
|
469
|
|
9,892
|
|
10,361
|
At 31 December 2022
|
|
|
|
938
|
|
13,328
|
|
14,266
|
|
|
|
|
|
|
|
|
| |
15
Investments
On 14 July 2023 Longboat Norge
issued new shares, representing 49.9% of its total enlarged issued
share capital, to JAPEX. This share issue resulted in
Longboat Energy losing its controlling interest in its subsidiary
and created a new joint venture investment with JAPEX, where the
Company and JAPEX hold equal voting rights over the renamed
Longboat JAPEX.
This legal entity is held in the
Group accounts as an Investment in joint venture and is accounted
for using the Equity method of accounting. See Note 10 for details
of fair value calculations.
|
2023
|
|
2022
|
Group
|
£
|
|
£
|
|
|
|
|
Investments in joint
venture
|
12,461,890
|
|
-
|
|
|
|
|
|
Cost or valuation
|
|
|
|
|
At 31 December 2022
|
|
-
|
|
-
|
Fair value of Joint Venture of
Longboat JAPEX
|
|
17,555,139
|
|
-
|
Loss from investment in Longboat
JAPEX
|
|
(2,803,202)
|
|
-
|
Impairment (Velocette contingent
consideration)
|
|
(2,639,976)
|
|
-
|
Foreign exchange
|
|
349,929
|
|
|
At 31 December 2023
|
|
12,461,890
|
|
-
|
15 Investments
(continued)
Company Name
|
Address
|
Incorporated
|
Class of shares
|
Holding
|
Voting rights
|
Longboat JAPEX Norge AS
|
Strandkaien 36, 4005 Stavanger,
Norway.
|
5 Dec 2019.
|
Ordinary
|
50.1%
|
50%
|
Longboat JAPEX Norge Balance sheet 31 December
2023
|
|
£
|
Exploration and Evaluation
assets
|
|
24,237,501
|
Other non-current
assets
|
|
360,685
|
|
|
|
Tax receivable
|
|
17,391,893
|
Cash
|
|
8,098,337
|
Other current assets
|
|
2,922,725
|
|
|
|
Exploration Financing Facility
(EFF)
|
|
(16,024,050)
|
Other current
liabilities
|
|
(4,516,903)
|
|
|
|
Deferred tax
|
|
(17,277,769)
|
Other non-current
liabilities
|
|
(582,836)
|
|
|
|
Net Assets
|
|
14,609,583
|
|
|
|
Longboat share: 50.1%
|
|
7,319,401
|
Longboat JAPEX Income statement (15 July - 31 December
2023)
|
|
£
|
Exploration write off
|
|
(17,247,984)
|
Exploration Financing Facility
fees
|
|
(1,515,610)
|
Other operating costs
|
|
(770,087)
|
Tax
|
|
13,938,468
|
|
|
(5,595,213)
|
|
|
|
Longboat Energy share:
50.1%
|
|
(2,803,202)
|
In the period from 15 July 2023 to
31 December 2023 following the formation of the Joint venture with
JAPEX, the majority of the loss relates to the write off of the
Velocette licence costs (£17.2 million), EFF fees (£1.5 million)
and general overheads (£0.8 million) offset partially by a tax
credit (£13.9 million).
In January 2024 the existing
Acquisition Bridge Facility of July 2023, whereby JAPEX Petroleum
Exploration Co Ltd provided Longboat JAPEX with access to USD
100,000.000, was re-executed ahead of a drawdown to finance in part
the acquisition of the Statfjord Satellite interests. The
intended partial drawdown under this facility was also announced in
July 2023. The Acquisition Bridge Facility is guaranteed by
Longboat Energy plc.
Longboat Energy plc also acts as a
guarantor for Longboat JAPEX in its obligations to the Norwegian
State in connection with its offshore activities whereby it
undertakes to pay any costs incurred by the public authorities
which ought to have been performed by Longboat JAPEX. The
company accounts for guarantee contracts in accordance with IFRS
9. Having assessed the expected credit losses no value is
currently considered attributable to the guarantee
contract.
15 Investments (continued)
|
2023
|
|
2022
|
COMPANY
|
£
|
|
£
|
|
|
|
|
Investments in
subsidiaries
|
418,794
|
|
-
|
Investment in joint
venture
|
13,465,865
|
|
13,465,865
|
|
13,884,659
|
|
13,465,865
|
The Company or company's
investments at the Statement of Financial Position date in the
share capital of companies include the following:
Company Name
|
Address
|
Incorporated
|
Class of shares
|
Holding %
|
Longboat JAPEX Norge AS
|
Strandkaien 36, 4005 Stavanger,
Norway.
|
5 Dec 2019.
|
Ordinary
|
50.1
|
Longboat Energy 2A
Limited
|
Hudson House, 8 Tavistock Street,
London
|
16 Jan 2023
|
Ordinary
|
100
|
Topaz Number One
Limited
|
Hudson House, 8 Tavistock Street,
London
|
6 Jul 2022
|
Ordinary
|
100
|
Longboat Energy (SE Asia)
Sdn.Bhd
|
Level 30-32, Menara Prestige, No 1,
Jalan Pinang, Kuala Lumpur, 5040
|
19 Oct 2023
|
Ordinary
|
100
|
During the year, the Company
assessed the carrying value of the investments for indicators of
impairment. No impairments were recognised in the
period.
Movements in non-current investments
|
|
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
£
|
Cost or valuation
|
|
|
|
|
|
At 1 January 2022
|
|
|
|
|
26,617,915
|
Impairment
|
|
|
|
|
(13,152,050)
|
|
|
|
|
|
|
At 31 December 2022
|
|
|
|
|
13,465,865
|
Loss of control of Longboat Energy
Norge AS
|
|
|
|
|
(13,465,865)
|
Equity injection into Longboat
Energy 2A Limited
|
|
|
|
|
100,000
|
Purchase of Topaz Number One
Limited
|
|
|
|
|
318,794
|
At 31 December 2023
|
|
|
|
|
418,794
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or valuation
|
|
|
|
|
Joint
Ventures
|
|
|
|
|
|
£
|
At 31 December 2022
|
|
|
|
|
-
|
Initial recognition of equity
accounted joint venture - cost
|
|
|
|
|
13,465,865
|
|
|
|
|
|
13,465,865
|
16
Inventories
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Materials and
supplies
|
-
|
|
123,432
|
Closing inventories are equal to
their net realisable value.
COMPANY
The Company did not hold any
inventory at the year end.
17 Trade and other
receivables
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Non-current
|
|
|
|
Prepayments
|
-
|
|
98,368
|
Current
|
|
|
|
Trade receivables
|
79,409
|
|
14,073
|
Receivables from joint
venture
|
848,602
|
|
-
|
VAT recoverable
|
189,833
|
|
182,160
|
Other receivables
|
128,818
|
|
23,144
|
Prepayments
|
96,689
|
|
715,541
|
|
1,343,351
|
|
934,918
|
|
1,343,351
|
|
1,033,286
|
|
|
|
|
COMPANY
|
|
|
|
|
|
|
|
Non-current
|
|
|
|
Amounts owned by subsidiary
undertakings
|
887,373
|
|
3,795,966
|
Less expected credit
loss
|
(443,687)
|
|
(815,271)
|
|
443,686
|
|
2,980,695
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
Receivables from joint
venture
|
848,602
|
|
-
|
VAT recoverable
|
186,442
|
|
109,474
|
Other receivables
|
42,740
|
|
23,144
|
Prepayments
|
96,689
|
|
107,902
|
|
1,174,473
|
|
359,422
|
|
1,618,159
|
|
3,340,117
|
The
directors consider that the carrying amount of trade and other
receivables approximates to their fair value.
17 Trade and other receivables
(continued)
Amounts due from group
undertakings are unsecured, interest free, have no fixed date of
repayment and are repayable on demand.
Analysis, which considers both
historical and forward looking qualitative and quantitative
information is performed by Management to determine whether the
credit risk has significantly increased since the time the
receivable was initially recognised. The Group's current
receivables balance of £1.3 million have been assessed and no ECL
provision has been determined to apply. The Company has a
receivables balance of £1.6 million, which includes a £0.4 million
ECL provision against receivables from the Longboat Energy 2A
Limited subsidiary based on probability of repayment having
considered the risks associated with the underlying assets of the
company.
18 Current tax
recoverable
|
2023
|
|
2022
|
|
£
|
|
£
|
GROUP
|
|
|
|
Current tax receivables
|
-
|
|
40,755,157
|
|
|
|
|
|
2023
|
|
2022
|
|
£
|
|
£
|
COMPANY
|
|
|
|
Current tax receivables
|
-
|
|
-
|
19 Trade and other payables and
current financial liabilities
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Trade payables
|
257,903
|
|
2,840,806
|
Accruals
|
149,808
|
|
1,373,032
|
Social security and other
taxation
|
114,386
|
|
302,900
|
Payables to joint
venture
|
351,913
|
|
-
|
Other payables
|
20,227
|
|
708,760
|
Trade and other
payables
|
894,237
|
|
5,225,497
|
|
|
|
|
Exploration Financing
Facility
|
-
|
|
36,761,340
|
Short term bank
borrowing
|
-
|
|
36,761,340
|
|
2023
|
|
2022
|
COMPANY
|
£
|
|
£
|
|
|
|
|
Trade payables
|
157,464
|
|
95,554
|
Accruals
|
74,186
|
|
183,690
|
Social security and other
taxation
|
114,386
|
|
95,016
|
Intercompany payables
|
-
|
|
74,485
|
Payables to associates
|
317,028
|
|
-
|
Other payables
|
20,227
|
|
9,511
|
|
683,291
|
|
458,256
|
The directors consider that the
carrying amount of trade and other payables approximates to their
fair value.
20 Lease
liabilities
Longboat JAPEX has lease contracts
for buildings used in its operations. The lease for its
Stavanger office was signed in September 2021. The obligations
under its leases are secured by the lessor's title to the leased
assets.
Set out below are the carrying
amounts of right of use assets recognised and the movements during
the period, noting that from 14 July 2023 the assets and
liabilities of Longboat JAPEX were deconsolidated.
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
At 1 January
|
447,396
|
|
560,709
|
Additions
|
30,359
|
|
-
|
Depreciation charge for the
year
|
(35,671)
|
|
(117,099)
|
Disposal*
|
(400,376)
|
|
-
|
Foreign exchange
|
(41,708)
|
|
3,786
|
At 31 December
|
-
|
|
447,396
|
Set out below are the carrying
value of lease liabilities and the movements.
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
At 1 January
|
489,580
|
|
582,802
|
Additions
|
31,730
|
|
-
|
Interest
|
18,444
|
|
14,510
|
Payments made
|
(92,756)
|
|
(103,812)
|
Disposal*
|
(414,908)
|
|
-
|
Foreign exchange
|
(32,090)
|
|
(3,920)
|
At 31 December
|
-
|
|
489,580
|
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
Within one year
|
-
|
|
122,612
|
In two to five years
|
-
|
|
366,968
|
|
-
|
|
489,580
|
|
£
|
|
£
|
|
|
|
|
Maturity analysis
|
|
|
|
Within one year
|
-
|
|
134,971
|
In two to five years
|
-
|
|
382,419
|
Total undiscounted liabilities
|
-
|
|
517,390
|
Future finance charges and other
adjustments
|
-
|
|
(27,810)
|
Lease liabilities in the financial
statements
|
-
|
|
489,580
|
20 Lease liabilities
(continued)
|
2023
|
|
2022
|
Amounts recognised in profit or
loss, under discontinued operations include the
following:
|
£
|
|
£
|
|
|
|
|
Depreciation expense of right of
use assets
|
(35,671)
|
|
(117,099)
|
Foreign exchange on
depreciation
|
-
|
|
-
|
Interest expense for right of use
liabilities
|
(18,444)
|
|
(14,510)
|
*As at the 14 July, the assets of
Longboat JAPEX (formerly Longboat Norge) were deconsolidated from
the Group as a result of the Company losing control of the
subsidiary to create a Joint Venture with JAPEX.
21 Deferred
taxation
GROUP
The following are the deferred tax
liabilities and assets recognised and movements thereon during the
current and prior reporting period.
|
|
|
ACAs
|
|
|
|
£
|
|
|
|
|
Deferred tax balance at 1 January
2022
|
|
|
18,766,424
|
|
|
|
|
Deferred tax movements in prior year
|
|
|
|
Differences in tax basis for
offset of tax losses in Norway
Foreign exchange
|
|
|
7,114,216
(143,742)
|
Deferred tax liability at 31
December 2022
|
|
|
25,736,898
|
Deferred tax movements in current year
|
|
|
|
Differences in tax basis for
offset of tax losses in Norway
|
|
|
(8,385,916)
|
Foreign exchange
|
|
|
(892,384)
|
Disposal
|
|
|
(16,458,598)
|
Deferred tax liability at 31
December 2023
|
|
|
-
|
The Group has not recognised a
deferred tax asset within Longboat Energy, as there is no evidence
to support their recoverability in the near future.
22 Financial risk
management
The Group is exposed to financial
risks through its various business activities. In particular
changes in interest rates and exchange rates can have an effect on
the capital and financial situation of the Group. In addition, the
Group is subject to credit risks.
The Group has adopted internal
guidelines, which concern risk control processes and which regulate
the use of financial instruments and thus provide a clear
separation of the roles relating to operational financial
activities, their implementation and accounting, and the auditing
of financial instruments. The guidelines on which the Group's risk
management processes are based are designed to ensure that the
risks are identified and analysed across the Group. They also aim
for a suitable limitation and control of the risks involved, as
well as their monitoring.
The Group controls and monitors
these risks primarily through its operational business and
financing activities.
Credit Risks
The credit risk describes the risk
from an economic loss that arises because a contracting party fails
to fulfil their contractual payment obligations. The credit risk
includes both the immediate default risk and the risk of credit
deterioration, connected with the risk of the concentration of
individual risks. For the Group, credit and default risks are
concentrated in the financial institutions in which it places cash
deposits.
The Group's policy is to place its
cash with banks with an appropriate credit rating in accordance
with the Company's Treasury Risk Management Policy.
Notwithstanding existing
collateral, the amount of financial assets indicates the maximum
default risk in the event that counterparties are unable to meet
their contractual payment obligations. The maximum credit default
risk amounted to £4,741,369 (2022: £12,096,778) at the balance
sheet date, of which £3,684,541 (2022: £12,059,561) was cash on
deposit at banks.
Liquidity Risks
Liquidity risk is defined as the
risk that a company may not be able to fulfil its financial
obligations. The Group manages its liquidity by maintaining cash
and cash equivalents sufficient to meet its expected cash
requirements. The Group has highlighted a material uncertainty
around its liquidity in the audit report and the going concern
note.
At 31 December 2023, the Group had
cash on deposit of £3,684,541 (2022: £12,059,561).
Market Risks
Interest Rate Risks
Interest rate risks exist due to
potential changes in market interest rates and can lead to a change
in the fair value of fixed-interest bearing instruments, and to
fluctuations in interest payment for variable interest rate
financial instruments.
The Group was exposed to Interest
rate risks through the Groups Exploration Facility in Norway.
The table below shows the impact in GBP on pre-tax profit and loss
in the joint venture of a 10% increase/decrease in the interest
rates, holding all other variables constant.:
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
Interest rate increase/decrease by
10%
|
76,578
|
|
80,740
|
22 Financial risk management
(continued)
The Group is exposed to interest
rate risks on cash held on deposit at banks. Interest income for
the year to 31 December 2023 was £155,397 (2022: £150,869). These
accounts are maintained for liquidity rather than investment, and
the interest rate risk on deposits is not considered material to
the Group.
Currency risks
The Group operates in the UK,
Norway and Malaysia, incurs expenses in sterling, United States
dollars, Malaysian Ringgit ("MYR") and Norwegian kroner ("NOK"),
and holds cash in sterling, US dollars, MYR and NOK. The Group
incurs some expenditure in foreign currency when the investment
policy requires services to be obtained overseas. The foreign
exchange risk on these costs is not considered material to the
Group.
The Group's exposure to foreign
currency risk at the end of the reporting period is summarised
below. All amounts are presented in GBP equivalent.
|
2023
|
|
2022
|
|
|
|
|
Cash and cash
equivalents
|
2,540,427
|
|
9,409,636
|
Trade and other
receivables
|
353
|
|
41,309,057
|
Trade and other payables including
borrowings
|
(788,127)
|
|
(41,129,225)
|
Lease liabilities
|
-
|
|
(489,580)
|
|
|
|
|
Net exposure
|
1,752,653
|
|
9,099,888
|
Sensitivity analysis
As shown in the table above, the
Company is exposed to changes in exchange rates through its
balances held in non-GBP. The table below shows the impact in GBP
on pre-tax profit and loss of a 10% increase/decrease in the
exchange rates, holding all other variables constant.
|
2023
|
|
2022
|
Exchange rate increases by
10%
|
194,739
|
|
1,011,099
|
Exchange rate decrease by
10%
|
(159,332)
|
|
(827,263)
|
23 Retirement benefit
schemes
|
2023
|
|
2022
|
|
GROUP
|
£
|
|
£
|
|
|
|
|
|
|
Defined contribution schemes
|
|
|
|
|
Charge to profit or loss in
respect of defined contribution schemes
|
|
|
|
|
Continuing operations
|
58,250
|
|
55,000
|
|
Discontinuing
operations
|
109,985
|
|
190,613
|
|
|
168,235
|
|
245,613
|
|
|
|
|
|
|
2023
|
|
2022
|
COMPANY
|
£
|
|
£
|
|
|
|
|
Defined contribution schemes
|
|
|
|
Charge to profit or loss in
respect of defined contribution schemes
|
58,250
|
|
55,000
|
The Company does not operate any
defined benefit schemes.
24 Share
Capital
GROUP & COMPANY
|
2023
|
2022
|
2023
|
2022
|
|
Number
|
Number
|
£
|
£
|
|
|
|
|
|
Ordinary share capital
|
|
|
|
|
Issued and fully paid
|
|
|
|
|
Ordinary shares of 10p
each
|
57,108,120
|
56,666,666
|
5,710,812
|
5,666,666
|
On 29 December 2023, on completion
of the Topaz Number One acquisition, new ordinary shares in
Longboat Energy equivalent to $100,000 were issued to the previous
owners of the company, representing tranche 1 of the consideration,
see Note 12 for more details. At the time of issue, $100,000
equated to 441,455 new shares.
25 Share premium
account
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
At 1 January
|
35,570,411
|
|
35,570,411
|
Issues of new shares
|
34,959
|
|
-
|
Costs of share issues
|
-
|
|
-
|
At 31 December
|
35,605,370
|
|
35,570,411
|
26 Share option
reserve
|
2023
|
|
2022
|
|
£
|
|
£
|
|
|
|
|
At 1 January
|
660,449
|
|
353,550
|
Arising in the year
|
364,037
|
|
306,899
|
At 31 December
|
1,024,486
|
|
660,449
|
During the year, Longboat Energy
operated three share incentive schemes: the Founder Incentive Plan
(FIP), the Long-Term Incentive Plan (LTIP) and the Co-investment
plan (CIP Details of the schemes are summarised in the Remuneration
Report prepared by the Remuneration Committee on pages 32 to
3.
Founder Incentive Plan
For the purpose of determining the
fair value of an award, the following assumptions have been applied
and a valuation calculation run through the Monte Carlo
Model:
Grant date - 3 July 2020 and 24 September
2020
|
£
|
Weighted average share price at
grant date
|
0.78
|
TSR performance
|
-
|
Risk free rate
|
-0.08%
|
Dividend yield
|
-
|
Volatility of Company share price
|
50.44%
|
The risk-free rate assumption has
been set as the yield as at the calculation date on zero coupon
government bonds of a term commensurate with the remaining
performance period.
The historical 3 year volatility
of the constituents of the FTSE AIM Oil & Gas supersector, as
of the date of grant, was used to derive the volatility
assumption.
The weighted average exercise
price of outstanding options is nil.
The weighted average remaining
contractual life as at 31 December 2023 is 12 months.
26 Share option reserve
(continued)
Co-Investment Plan (CIP) awards
For the purpose of determining the
fair value of an award, the following assumptions have been applied
and a valuation calculation run through the Monte Carlo
Model:
Grant date
|
3 Aug 23
|
10 Feb 22 (Part
A)
|
10 Feb 22 (Part
B)
|
02 Jul 21
|
Performance period
(years)
|
3
|
3
|
3
|
3
|
Share price at grant
date
|
£0.30
|
£0.57
|
£0.57
|
£0.70
|
Exercise price
|
Nil
|
£0.10
|
£0.10
|
£0.10
|
Risk free rate
|
4.73%
|
1.35%
|
1.35%
|
15.00%
|
Dividend yield
|
0%
|
0%
|
0%
|
0%
|
Volatility of Company share
price
|
62%
|
50%
|
50%
|
51.00%
|
Fair value per award
|
£0.18
|
£0.19
|
£0.24
|
£0.38
|
|
2023
|
2022
|
Weighted average
fair
|
|
No.
|
No.
|
value (£ per
share)
|
Outstanding at beginning of the
period
|
794,505
|
639,900-
|
£0.35
|
Granted during the
period
|
314,215
|
154,605
|
£0.18
|
Forfeited during the
period
|
-
|
-
|
-
|
Exercised during the
period
|
-
|
-
|
-
|
Expired during the
period
|
-
|
-
|
-
|
Outstanding at the end of the
period
|
1,108,720
|
794,505
|
£0.30
|
Exercisable at the end of the
period
|
-
|
-
|
-
|
The weighted average exercise
price of outstanding options is £0.07.
The weighted average remaining
contractual life as at 31 December 2023 is 14 months.
Long Term Incentive Plan
The awards have been valued using
the Monte Carlo model, which calculates a fair value based on a
large number of randomly generated simulations of the Company's
TSR.
Grant date
|
3 Aug 23
|
7 Jan 22
|
12 Aug 22
|
8 Nov 21
|
1 Oct 21
|
2 Jul 21
|
2 Jul 21
|
24 Sep 20
|
Weighted average share price at
grant date
|
£0.305
|
£0.624
|
£0.430
|
£0.705
|
£0.780
|
£0.720
|
£0.720
|
£0.885
|
TSR performance
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Risk free rate
|
4.73%
|
0.85%
|
1.96%
|
n/a
|
0.60%
|
0.09%
|
0.15%
|
-0.1%
|
Dividend yield
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
0.0%
|
Volatility of Company share
price
|
62%
|
50%
|
52%
|
n/a
|
50.00%
|
51.00%
|
51.00%
|
58.00%
|
Weighted average fair
value
|
£0.18
|
£0.27
|
£0.23
|
£0.33
|
£0.36
|
£0.27
|
£0.33
|
£0.33
|
The risk-free rate assumption has
been set as the yield as at the calculation date on zero-coupon
government bonds of a term commensurate with the remaining
performance period.
26 Share option reserve
(continued)
The historical three year
volatility of the constituents of the FTSE AIM Oil & Gas
supersector, as of the date of grant, was used to derive the
volatility assumption.
|
2023
|
2022
|
|
|
|
|
|
|
Outstanding at 1
January
|
1,560,600
|
1,316,500
|
Awarded during the year
|
2,472,000
|
244,100
|
Exercised during the
year
|
-
|
-
|
Expired during the year
|
-
|
-
|
Outstanding at the 31
December
|
4,032,600
|
1,560,600
|
Exercisable at the 31
December
|
-
|
-
|
The weighted average exercise
price of outstanding options is £0.10.
The weighted average remaining
contractual life as at 31 December 2023 is 22 months.
27 Currency translation
reserve
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
At the beginning of the
year
|
561,242
|
|
580,996
|
Currency translation differences
on joint venture
|
349,929
|
|
|
Currency translation difference on
disposal of subsidiary
|
(561,242)
|
|
|
Currency translation difference on
foreign subsidiaries
|
(39,126)
|
|
(19,754)
|
At the end of the year
|
310,803
|
|
561,242
|
The currency translation reserve
relates to the movement in translating operations denominated in
currencies other than sterling into the presentation
currency.
28 Related party
transactions
|
Income
(£)
|
Expense
(£)
|
Closing
receivable (£)
|
Closing
payable (£)
|
Longboat JAPEX Norge AS
|
1,117,485
|
1,022,988
|
848,602
|
(351,913)
|
The related party balances arise as
a result of the agreements that were entered into at the time of
establishment of the Longboat JAPEX JV and relate to intercompany
recharges between PLC and Longboat JAPEX
Remuneration of key management personnel
Members of the Board of Directors
are deemed to be key management personnel. Key management personnel
compensation for the financial period is the same as the Director
remuneration set out in the Corporate Governance
Statement.
Other information
Directors' interests in the shares
of the Company in the current and prior period, including family
interests, were as follows:
Ordinary shares
|
2023*
|
2022*
|
Helge Hammer
|
1,077,023
|
837,023
|
Jonathan Cooper
|
341,516
|
333,432
|
Graham Stewart
|
350,000
|
350,000
|
Jorunn Saetre
|
51,667
|
51,667
|
Nick Ingrassia
|
218,366
|
179,023
|
*As at the date of publication of the Report and Accounts for
each respective year
Under IAS 24 section 4, all
intragroup transactions which have been eliminated on consolidation
are exempt from being disclosed as the Group has prepared
consolidated financial statements.
The Group does not have one
controlling party.
29 Subsequent
Events
The 17 January 2024 Longboat Energy
announced the award to Longboat JAPEX of a new licences under the
Norwegian 2023 APA Licensing Round (Awards in Predefined Areas): PL
1212 S Block 35/7 Magnolia (Company 20%).
On 1 February 2024 Longboat
Energy announced the completion of a farm down of two
exploration licences by Longboat JAPEX on the Norwegian Continental
Shelf. Longboat JAPEX has farmed down its
interest in PL1182S from 30% to 15% in return for a full carry of
the Kjøttkake/Lotus exploration well, up to an agreed cap above the
dry well budget. The well is expected to spud in Q3 2024.
In PL1049 which contains the Jasmine and Sjøkreps prospects,
Longboat JAPEX has farmed down its interest from 40% to 25% in
return for a carry of an element of the 2024 exploration
expenditure, which mainly consists of seismic costs and
studies.
On 1 February 2024
Longboat Energy announced the completion of the acquisition by
Longboat JAPEX of a 4.80% unitised interest in the Statfjord
Øst Unit and a 4.32% unitised interest in the Sygna Unit. The
acquisition of the Statfjord Satellites has been funded by a
combination of the investment by JAPEX into Longboat JAPEX, cash on
hand and a drawing of approximately US$15 million (£11.8 million)
on the Acquisition Bridge Facility provided by JAPEX to Longboat
JAPEX. The consideration is broken down into two
tranches: Tranche 1 is the amount paid upon completion of USD
12.75 million (£10.02 million). Tranche 2 is deferred consideration
of USD 1.75 million (£1.38 million) that is paid in four
instalments as follows:
· USD
437,500 (£343,784) on the completion date
· USD
437,500 (£343,784) 6 months after completion
· USD
437,500 (£343,784) 12 months after completion
· USD
437,500 (£343,784) 18 months after completion
As the vast majority of the
deferred consideration is settled within 12 months of completion it
is deemed that discounting is not material to the
transaction.
In addition to the above a pro
& contra payment has been made by Longboat JAPEX to the vendor
for cash calls etc paid by the vendor during the Interim Period.
This has been calculated as USD 7.2 million, (£5.7 million)
therefore, the fair value of the consideration is USD 22 million
(£17.3 million).
30 Cash absorbed by continuing
operations
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Loss for the year after tax before
other comprehensive income
|
(9,303,593)
|
|
(2,592,473)
|
|
|
|
|
Add back:
|
|
|
|
Loss from investment
|
2,803,202
|
|
-
|
Write down
|
2,639,976
|
|
|
Interest payable
|
51
|
|
112
|
Interest receivable
|
(155,397)
|
|
(42,486)
|
Depreciation
|
10,479
|
|
10,300
|
Equity settled share based payment
expense
|
199,017
|
|
157,757
|
|
|
|
|
Movements in working capital:
|
|
|
|
Increase in inventories
|
-
|
|
-
|
Decrease in trade and other
receivables
|
(884,733)
|
|
(144,926)
|
Increase in trade and other
payables
|
737,266
|
|
(4,776)
|
Cash absorbed by operations
|
3,953,732
|
|
(2,616,492)
|
31 Cash absorbed by
discontinuing operations
|
2023
|
|
2022
|
GROUP
|
£
|
|
£
|
|
|
|
|
Loss for the year after tax before
other comprehensive income
|
5,116,559
|
|
(12,880,133)
|
|
|
|
|
Add back:
|
|
|
|
Taxation credited
|
(9,411,827)
|
|
(33,915,741)
|
Gain on deconsolidation
|
(10,464,548)
|
|
-
|
Write offs
|
10,427,155
|
|
42,877,022
|
Depreciation
|
5,007
|
|
14,259
|
Interest payable
|
1,191,918
|
|
938,121
|
Interest receivable
|
(41,589)
|
|
(108,382)
|
Share based payment
expense
|
74,309
|
|
148,682
|
Timewriting adjustment
|
(425,002)
|
|
(732,123)
|
Historic bank fees
|
124,690
|
|
206,039
|
Lease depreciation
|
35,671
|
|
117,099
|
Least interest
|
(59,290)
|
|
(89,303)
|
EFF commitment fee
|
175,521
|
|
344,583
|
|
|
|
|
|
|
|
|
|
|
|
|
Movements in working capital:
|
|
|
|
Increase in inventories
|
-
|
|
-
|
Decrease in trade and other
receivables
|
126,667
|
|
(452,498)
|
Increase in trade and other
payables
|
461,417
|
|
2,330,300
|
Cash absorbed by operations
|
2,663,342
|
|
4,957,680
|
32 Cash flows related to
borrowing and debt
|
Current bank
borrowings
|
|
Finance lease
liabilities
|
|
Total
|
At January 2023
|
36,761,340
|
|
489,580
|
|
37,250,920
|
Cash flows from discontinued operations
|
|
|
|
|
|
Cash payments on lease
|
-
|
|
(66,980)
|
|
(66,980)
|
Loan drawdowns
|
3,394,643
|
|
-
|
|
3,394,643
|
Interest and fees paid
|
(1,367,491)
|
|
-
|
|
(1,367,491)
|
Debt removed from Group on
disposal of subsidiary
|
(35,166,144)
|
|
(414,908)
|
|
(35,581,052)
|
Non-cash adjustments from discontinued
operations
|
|
|
|
|
|
Effect of foreign
exchange
|
(4,989,839)
|
|
(7,692)
|
|
(4,997,531)
|
Interest and fees
accrued
|
1,367,491
|
|
-
|
|
1,367,491
|
At 31 December 2023
|
-
|
|
-
|
|
-
|
|
|
Current bank
borrowings
|
|
Finance lease
liabilities
|
|
Total
|
At January 2022
|
|
-
|
|
582,802
|
|
582,802
|
Cash flows from discontinued operations
|
|
|
|
|
|
|
Cash payments on lease
|
|
-
|
|
(103,812)
|
|
(103,812)
|
Loan drawdown
|
|
36,761,340
|
|
-
|
|
36,761,340
|
Interest and fees paid
|
|
(1,283,102)
|
|
-
|
|
(1,283,102)
|
Non-cash adjustments from discontinued
operations
|
|
|
|
|
|
|
Interest and fees
accrued
|
|
1,283,102
|
|
10,590
|
|
10,590
|
At 31 December 2022
|
|
36,761,340
|
|
489,580
|
|
37,250,920
|
LONGBOAT ENERGY PLC 2023 DISCLOSURE UNDER SASB OIL AND GAS
EXPLORATION AND PRODUCTION STANDARD
This document provides information
as to the alignment of disclosures made by Longboat Energy plc, its
jointly controlled subsidiary Longboat JAPEX Norge AS and Longboat
Energy (2A) Limited, referred to as "the Group", with the
Sustainability Accounting Standards Board (SASB) Oil & Gas
Exploration and Production Standard (Version 2023-06). The
information herein is associated with the 2023 calendar year. The
GHG emissions calculated in the SASB report are from the one
exploration well that Longboat JAPEX Norge AS participated in.
There were no physical operations with scope 1 emissions in
Malaysia, hence no associated GHG emissions.
Longboat JAPEX Norge AS, is
referred to as 'Longboat JAPEX'.
|
|
SUSTAINABILITY DISCLOSURE TOPICS & ACCOUNTING
METRICS
|
Code
|
Accounting Metric
|
Location/Information
|
GREENHOUSE GAS EMISSIONS
|
EM-EP-110a.1
|
Gross global Scope 1 emissions,
percentage methane, percentage covered under emissions-limiting
regulations
|
Gross 797.3 tonnes GHG
(CO2, CO, N2O, nmVOC, NOx and SOx) 0 Methane
emission
793.8 tonnes of the GHG are
CO2
Emissions are Longboat JAPEX' equity share from drilling
operation on the Velocette well.
0% covered under emission-limiting
regulations.
|
EM-EP-110a.2
|
Amount of gross global Scope 1
emissions from:
(1) flared
hydrocarbons,
(2) other combustion,
(3) process emissions,
(4) other vented emissions,
and
(5) fugitive emissions
|
LJN has only participated in the
drilling of one exploration wells with semi-submersible and jack up
rig in 2023. LJN had no production in 2023, hence all items are
non-applicable (N/A).
|
EM-EP-110a.3
|
Discussion of long-term and
short-term strategy or plan to manage Scope 1 emissions, emissions
reduction targets, and an analysis of performance against those
targets
|
Longboat JAPEX has been
established with the aim of being a leading Norwegian independent
which is specialized in upstream oil and gas activities in Norway
on a long-term basis by retaining excellent HSEQ and ESG
performance. This is well aligned to Longboat Energy plc and
JAPEX's ESG targets of 'Net Zero' on a scope 1 and 2 basis by 2050.
LJN will pursue a predominantly development-led strategy with
vision to create a growth profile focused on long-term value
creation for shareholders. Longboat JAPEX will initially seek to
make one-or-more acquisitions to create a portfolio of development
projects to delivering production in excess of 15,000-20,000 boepd
and 2P reserves of 50-70 mmboe within 3-5 years. The main source of
greenhouse gas emissions from 2023 relates to the drilling of one
exploration well on the NCS. LJN's natural gas focused portfolio of
exploration licences are in mature areas with existing
infrastructure to tie-in to. Upon success this will contribute to
low carbon footprint energy. Through licence participation in
development activities, Longboat JAPEX will assess options such as
renewable power from shore, offshore wind power and ammonia
production with CO2 capture and storage to reduce GHG
emissions. Upon being profitable LJN will also look at nature-based
solutions to offset its GHG emissions.
We recognise the combined
challenge of meeting increasing energy needs driven by a growing
global population and the urgent need to reduce global carbon
emissions.
The Group supports the UN
Sustainable Development Energy Goal and plans to develop its
business so that it has a sustainable strategy as an oil and gas
company providing safe and responsible energy at a low cost with
low emissions.
Accordingly, the Group is
committed to:
· supporting the energy transition through playing an active
role to promote best practice in environmental
stewardship;
· pursuing a strategy of delivering low Scope 1 and Scope 2
emissions per barrel, to minimise carbon intensity of operations
(including no routine flaring) and transparent annual disclosure of
GHG emissions;
· prioritising renewable energy sources in the powering of
operated and non-operated platforms where possible;
· using
an internal carbon price for investment decisions; and
· being
net zero by 2050 with an earlier target date to be set dependent on
the profile of the assets developed/acquired
|
AIR QUALITY
|
EM-EP-120a.1
|
Air emissions of the following
pollutants:
(1) NOx (excluding
N2O),
(2) SOx,
(3) volatile organic compounds
(VOCs),
(4) particulate matter
(PM10)
|
Longboat JAPEX's drilling
operations of one exploration well:
1. NOx: 2.0
tonnes
2. SOx: 0.24
tonnes
3. VOCs: 1.24
tonnes
4.
n/a
|
WATER MANAGEMENT
|
EM-EP-140a.1
|
(1) Total fresh water
withdrawn,
(2) total fresh water consumed,
percentage of each in regions with High or Extremely High Baseline
Water Stress
|
(1) There has not been any measure
of fresh water during the Velocette Operation.
(2) N/A as the Group's principal
activities were in Norway where water is not a scarce
resource
|
EM-EP-140a.2
|
Volume of produced water and
flowback generated; percentage (1) discharged, (2)
injected, (3) recycled; hydrocarbon content in discharged
water
|
.
N/A as the Group did not have any ownership in any producing
fields in 2023
|
EM-EP-140a.3
|
Percentage of hydraulically
fractured wells for which there is public disclosure of all
fracturing fluid chemicals used
|
N/A as the Group did not have any
ownership in any producing fields in 2023, nor any hydraulic
fracturing.
|
EM-EP-140a.4
|
Percentage of hydraulic fracturing
sites where ground or surface water quality deteriorated compared
to a baseline
|
N/A as the Group did not have any
ownership in any producing fields in 2023, nor undertakes any
hydraulic fracturing.
|
BIODIVERSITY IMPACTS
|
EM-EP-160a.1
|
Description of environmental
management policies and practices for active sites
|
As stated in the Group's HSEQ
Policy, the Group is committed to respecting and preserving the
natural environment. The policy is to minimise the undesirable
effects on the environment resulting from the Group's operations
and to work to prevent pollution and reduce emissions. The Group
will assess and manage its performance to continually improve its
environmental performance. Permits and consents from the
relevant authorities are required for the operator to execute the
Drilling Operations, and strict reporting requirements are in
place.
|
BIODIVERSITY IMPACTS
(CONTINUED)
|
EM-EP-160a.2
|
Number and aggregate volume of
hydrocarbon spills, volume in Arctic, volume impacting shorelines
with ESI rankings 8-10, and volume recovered
|
All chemical use and discharge
were within the limits described in the approved Discharge
Permit
|
EM-EP-160a.3
|
Percentage of
(1) proved and
(2) probable reserves in or near sites with protected conservation
status or endangered species habitat
|
(1) N/A
(2) N/A
N/A as the Group had no reserves in 2023.
|
SECURITY, HUMAN RIGHTS & RIGHTS OF INDIGENOUS
PEOPLES
|
EM-EP-210a.1
|
Percentage of
(1) proved and
(2) probable reserves in or near areas of conflict
|
N/A as the Group had no reserves
in 2023.
|
EM-EP-210a.2
|
Percentage of
(1) proved and
(2) probable reserves in or near indigenous land
|
N/A as the Group had no
reserves in 2023.
|
EM-EP-210a.3
|
Discussion of engagement processes
and due diligence practices with respect to human rights,
indigenous rights, and operation in areas of conflict
|
The Group is fully committed to
meeting its responsibilities towards its staff, contractors and
third parties who may be impacted by its activities, and to adhere
to all applicable national and local legislation as well as the
principles for business and human rights embodied in international
initiatives, such as the United Nations Global Compact and the
United Nations Guiding Principles on Business and Human Rights.
Adhering to and implementing the Human Rights Policy is a
requirement of anyone who works for or on behalf of the
Group. The Company's principal activities are offshore Norway
where Human Rights are well protected and accord with the Group's
Human Rights Policy.
|
COMMUNITY RELATIONS
|
EM-EP-210b.1
|
Discussion of process to manage
risks and opportunities associated with community rights and
interests
|
The Group's principal activities
were focussed offshore Norway and the operators of its offshore
licences have well established environment controls and procedures
for ensuring compliance with any interested parties notably the
fishing industry
|
EM-EP-210b.2
|
Number and duration of
non-technical delays
|
No delays attributable to
community relations.
|
WORKFORCE HEALTH & SAFETY
|
EM-EP-320a.1
|
(1) Total recordable incident rate
(TRIR), (2) fatality rate,
(3) near miss frequency rate (NMFR), and (4) average hours of
health, safety, and emergency response training for
(a) full-time employees,
(b) contract employees, and
(c) short-service employees
|
(1-3) From the drilling operation
of one exploration well in 2023 there was one reported incident to
the Petroleum Safety Authorities Norway (PSA): 07.09.23 Well
control incident. Assumed reason for the event was gain due to
swabbing the well. Classified as a green incident:
(4) LJN does not operate any of
its licence interests and so health and safety training is limited
to ensuring safe conduct and procedures in its offices and training
for a safety representative. At present there are no operational
activities in Malaysia where The Company is operator of PSC Block
2.
|
WORKFORCE HEALTH & SAFETY (CONTINUED)
|
EM-EP-320a.2
|
Discussion of management systems
(MS) used to integrate a culture of safety throughout the
exploration and production lifecycle
|
Safety is a core value, and it is
a priority that everyone is aware of his / her responsibility
towards providing a safe and secure environment. The Group is
committed to ensuring the health and safety of all who work with it
and protecting the environment in which it works. The Group upholds
excellent health and safety standards in order to reduce accidents
and ill health within the workplace and to minimise the impact of
its operations on the environment. The Group also insists that all
contractors maintain the same high standards.
All members of staff are familiar
with the Group's processes and procedures with its MS and its
emphasis on risk management to minimise the impact of its
activities. LJN does not operate any exploration and
production assets, under the MS and through its 'see to duty' LJN
reviews and oversees the operators' activities to ensure that the
health and safety of its workforce receives the priority it
deserves.
To be accepted as a Licence holder
in Norway, every company is required to undergo a thorough
pre-qualification process by the Norwegian Petroleum Directorate
(NPD) and The Petroleum Safety Authority Norway (PSA) to ensure
they have the required competencies, capacity and Business
Management Systems in place. LJN was approved by the Ministry of
Petroleum and Energy as a licence holder in August 2021 having been
reviewed by the NPD and PSA.
For Malaysia, there is a
separate BMS which aligns with the rules and regulations set by the
government in Malaysia and by PETRONAS.
|
RESERVES VALUATION & CAPITAL
EXPENDITURES
|
EM-EP-420a.1
|
Sensitivity of hydrocarbon reserve
levels to future price projection scenarios that account for a
price on carbon emissions
|
At the year end the Group did not
have any reserves.
|
EM-EP-420a.2
|
Estimated carbon dioxide emissions
embedded in proved hydrocarbon reserves
|
N/A at the year end the Group has
no proved hydrocarbon reserves. The discoveries are classified as
resources at the present time with no firm plan for
development.
|
EM-EP-420a.3
|
Amount invested in renewable
energy, revenue generated by renewable energy sales
|
N/A as the Group did not invest in
any renewable energy in 2023.
|
RESERVES VALUATION & CAPITAL EXPENDITURES
(CONTINUED)
|
EM-EP-420a.4
|
Discussion of how price and demand
for hydrocarbons and/or climate regulation influence the capital
expenditure strategy for exploration, acquisition, and development
of assets
|
The Group has been targeting gas
with its exploration and business development activities, as it
believes i) gas is critically important in the path to net zero GHG
emissions and even with an aggressive build out of renewables,
considerable upstream capex will be required to facilitate the coal
to gas switch and to overcome natural global gas declines; and ii)
Europe's indigenous gas supplies have fallen , leaving Europe
heavily reliant on Russian gas and imported LNG. Hence, activities
to maintain Europe's indigenous gas supply is an important element
for recovering stability and reliability as part of the energy
transition.
|
BUSINESS ETHICS & TRANSPARENCY
|
EM-EP-510a.1
|
Percentage of
(1) proved and
(2) probable reserves in countries that have the 20 lowest ranking
in Transparency International's Corruption Perception Index
|
N/A At the year end the Group did
not have any proved or probable reserves.
|
EM-EP-510a.2
|
Description of the management
system for prevention of corruption and bribery throughout the
value chain
|
The Group has a dedicated Anti
Bribery and Corruption ('ABC') Policy in place which demands the
highest standard of behaviour and conduct of its directors,
officers and employees, together with all agents, co-ventures,
contractors, suppliers and other third parties acting or purporting
to act on its behalf. The ABC Policy sets out the main policies,
procedures and mechanisms adopted following appropriate risk
assessment that are intended to prevent and/or effectively combat
instances of bribery or corruption in the course of the Group's
business and ensure compliance with applicable anti-bribery and
anti-corruption laws in those countries where The Company conducts
business. Whilst the Anti-bribery and Corruption Policy is embedded
within the MS, as The Company's principal activities are focussed
in Norway with highly reputable joint venture partners the
probability of any breach is very low.
|
MANAGEMENT OF THE LEGAL & REGULATORY
ENVIRONMENT
|
EM-EP-530a.1
|
Discussion of corporate positions
related to government regulations and/or policy proposals that
address environmental and social factors affecting the
industry
|
The Company supports the energy
transition and is committed to achieving 'net zero' emissions by
2050 or earlier. As The Company becomes involved in
developments it will look at solutions to reduce GHG emissions
associated with production and offsetting scope 1 & 2
emissions.
The Company is a member of
Norwegian Oil and Gas (NOROG) which is a professional body and
employer's association for oil and supplier companies. NOROG's
views on relevant policy issues are publicly available at
www.norog.no
|
CRITICAL INCIDENT RISK MANAGEMENT
|
EM-EP-540a.1
|
Process Safety Event (PSE) rates
for Loss of Primary Containment (LOPC) of greater consequence (Tier
1)
|
The Company did not have any
ownership in producing assets in 2023.
|
EM-EP-540a.2
|
Description of management systems
used to identify and mitigate catastrophic and tail-end
risks
|
The licence operators and LJN as a non-operator have Management
Systems in place where risk management is integrated into the work
processes and procedures. The operators on LJN's Licences have
separate Emergency Response Plans exists for level 1, 2 and 3
emergency organisations, including reporting and normalization.
Critical and serious incidents will be investigated, and regular
reviews are carried out on reported incidents for continuous
learning. LJN is a qualified Licence holder in Norway and works in
close cooperation with the operators and other licence holders to
plan and follow up any operations in a safe and environmental
responsible manner. LJN has the required emergency response plans
for all aspects of its business as an integrated part of our
Management System.
|
Review by Qualified Person
The technical information in this
release has been reviewed by Hilde Salthe, Managing Director Norge,
who is a qualified person for the purposes of the AIM Guidance Note
for Mining, Oil and Gas Companies. Ms Salthe is a petroleum
geologist with more than 20 years' experience in the oil and gas
industry. Ms Salthe has a Masters Degree
from Faculty of Applied Earth Sciences at the Norwegian University
of Science and Technology in Trondheim.
Glossary
"mmboe"
|
Million barrels of oil
equivalent
|
Standard
Estimates of reserves and
resources have been prepared in accordance with the June 2018
Petroleum Resources Management System ("PRMS") as the standard for
classification and reporting.