REG - Oneiro Energy PLC - Final results for the year to 31 January 2023
01/09/2023 12:00
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RNS Number : 1395L Oneiro Energy PLC 01 September 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310
1 September 2023
Oneiro Energy PLC
("Oneiro" or the "Company")
Final results for the year to 31 January 2023
Oneiro Energy PLC (LSE:ONE), the LSE-quoted Company focussed on energy
transition, is pleased to announce its audited financial statements and annual
report for the year to 31 January 2023 (the "Annual Report").
A copy of the Annual Report is available for download on both the Company's
website, https://oneiro.energy/ (https://oneiro.energy/) and the FCA's
National Storage Mechanism. The content of the Annual Report has been
extracted below.
Following the publication of the Annual Report, the Company will apply to the
Financial Conduct Authority to request a restoration of the listing of the
Company's ordinary shares of 0.85 pence each ("Ordinary Shares") on the
Official List and to resume trading of the Ordinary Shares on the Main Market
of the London Stock Exchange.
Following the decision of Jeffreys Henry LLP to cease auditing Public Interest
Entities, the Company appointed Royce Peeling Green Limited as its auditors in
relation to the Annual Report and anticipates seeking their reappointment at
the Company's 2023 annual general meeting.
Oneiro Energy PLC
Robert Jones
c/o Peterhouse Capital Limited
+44 (0) 20 7469 0930
Peterhouse Capital Limited
Lucy Williams / Duncan Vasey
+44 (0) 20 7469 0930
Company Registration Number 13139365 (England and Wales)
ONEIRO ENERGY PLC
ANNUAL REPORT & FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
Company information
Directors Robert Francis Edwin Jones Non-executive Director
Peter Roderick Gordon Murray Non-executive Director
John Michael Treacy Non-executive Director
Secretary Simon Mark Bristow
Company Number 13139365 (England and Wales)
Registered Office 1st Floor
5-6 Argyll Street
London
W1F 7TE
Bankers Barclays Bank plc
1 Churchill Place
London
E14 5HP
Auditor Royce Peeling Green Limited
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
Legal Advisors Fladgate LLP
16 Great Queen Street
London
WC2B 5DG
Brokers Peterhouse Capital Ltd
80 Cheapside
London
EC2V 6EE
Registrars Neville Registrars Limited
Steelpark Rd
Halesowen
B62 8HD
Website https://oneiro.energy (https://oneiro.energy)
Contents
Chairman's statement (#_Toc144294573)
Strategic Report (#_Toc144294574)
Directors' Report (#_Toc144294575)
Statement of Directors' responsibilities (#_Toc144294576)
Statement of Corporate Governance (#_Toc144294577)
Independent Auditor's Report (#_Toc144294578)
Statement of Comprehensive Income (#_Toc144294579)
Statement of Financial Position (#_Toc144294580)
Statement of Changes in Equity (#_Toc144294581)
Statement of Cash Flows (#_Toc144294582)
Principal accounting policies for the Financial Statements (#_Toc144294583)
Notes to the Financial Statements (#_Toc144294584)
Chairman's statement
I am pleased to present the financial statements for Oneiro Energy plc (the
"Company") for the year ended 31 January 2023.
Following the Company's listing on 25th May 2023, the Company remains focused
on acquiring potential interests within the global energy market.
The Company was formed to undertake an acquisition of a controlling interest
in a company or business (an "Acquisition"). Any Acquisition is expected to
constitute a reverse takeover transaction and consideration for the
Acquisition may be in part or in whole in the form of share-based
consideration or funded from the Company's existing cash resources or the
raising of additional funds.
I look forward to reporting our progress over the next year.
Funding
The Company is funded through investment from its shareholders. Subsequent to
the balance sheet date, the Company successfully undertook a Standard Listing
IPO onto the London Stock Exchange on 25 May 2023, alongside a placing by the
Company, raising gross proceeds of £1.2 million.
Revenue
The Company has not generated any material revenue during the year. However,
it is focusing on acquisition targets that will ultimately generate revenue
for the Company.
Expenditure
During the year, the Company has continued its fiscal discipline by continuing
to maintain low overheads, where possible.
Liquidity, cash and cash equivalents
At 31 January 2023, the Company held £32,081 of cash and cash equivalents,
all of which are denominated in pounds sterling.
Robert Jones
Chairman
1 September 2023
Strategic Report
Understanding our business
The Company was incorporated on 18 January 2021, with the view of pursuing an
initial public offering of its securities onto the London Stock Exchange
through a Standard Listing to raise the necessary funds required for the
execution of the business strategy and business model, which is to acquire a
business or asset in the Oil & Gas or clean and renewable energy sectors.
This IPO was completed in May 2023, with the Company successfully raising
£1.2m before costs with Admission to the Main Market of the London Stock
Exchange.
Key performance indicators
Appropriate key performance indicators will be identified in due course as the
business strategy is implemented following a successful acquisition. Given the
current nature of the Company's business, the Directors are of the opinion
that the primary performance indicator is the completion of an acquisition.
Principal risks and uncertainties
The Board constantly monitors the operational and financial aspects of the
Company's activities and is responsible for the ongoing review of business
risks and the implementation of appropriate internal controls. While risks
cannot be eliminated entirely, internal controls are implemented so as to
reasonably minimise them. The principal risks currently faced by the Company
relate to:
Suitable Acquisition Opportunities may not be Identified or Completed
The Company's business strategy is dependent on the ability of the Directors
to identify suitable acquisition opportunities. Furthermore, if the Directors
do identify a suitable target, the Company may not acquire it at a suitable
price or at all. In addition, if an acquisition is identified and subsequently
aborted the Company may be left with substantial transaction costs.
The Company may acquire either less than whole voting control of, or less than
a controlling equity interest in, a target, which may limit the Company's
operational strategies and reduce its ability to enhance shareholder value.
Failure to Obtain Additional Financing to Complete an Acquisition or Fund a
Target's Operations
There is no guarantee that the Company will be able to obtain any additional
financing, through debt or equity, needed to either complete an acquisition or
to implement its plans post acquisition or, if available, to obtain such
financing on terms attractive to the Company. In that event, the Company may
be compelled to restructure or abandon the acquisition or proceed with the
acquisition on less favourable terms, which may reduce the Company's return on
the investment. The failure to secure additional financing on acceptable
terms could have a material adverse effect on the continued development or
growth of the Company and the acquired business.
Risks Inherent in an Acquisition
Although the Directors will evaluate the risks inherent in a particular
target, they cannot offer any further assurance that all of the significant
risk factors can be identified or properly assessed.
Reliance on Income from the Acquired Activities
Following an acquisition, the Company may be dependent on the income generated
by the acquired business or from the subsequent divestment of the acquired
business to meet the Company's expenses and generate shareholder returns.
The Company's Relationship with the Directors and Conflicts of Interest
The Company is dependent on the Directors to identify potential acquisition
opportunities and to execute an acquisition. The Directors are not obliged to
commit their whole time to the Company's business; they will allocate a
portion of their time to other businesses which may lead to the potential for
conflicts of interest in their determination as to how much time to assign to
the Company's affairs.
Gender analysis
A split of our employees and Directors by gender and average number during the
year is shown below:
Corporate governance
The Statement of Corporate Governance on page 12 sets out the structures,
committees and meetings held during the year, together with the experience of
the Directors.
The Directors take feedback from shareholders and endeavour at every
opportunity to engage pro-actively with all shareholders (via regular news
reporting-RNS) and engage with any specific shareholders in response to
particular queries they may have from time to time.
The Company currently has no employees, other than the Directors, and so there
are no factors which could affect employee interests. The Company has not
started a business activity and therefore only has professional advisors and a
limited number of suppliers, no customers or others who require consideration
by the Directors and there are no activities that could impact the community
or the environment.
The Directors acknowledge that the Company will seek to maintain a reputation
for high standards of business conduct and that it will treat all members
fairly as between themselves and also in its dealings with any individual
members.
S172 statement
Section 172 of the Companies Act 2006 requires the Directors to act in the way
they consider, in good faith, would be most likely to promote the success of
the company for the benefit of its members as a whole, having regard to
various factors, including the matters listed below.
a. the likely consequences of any decisions in the long-term;
b. the interests of the Company's employees;
c. the need to foster the Company's business relationships with
suppliers, customers and others;
d. the impact of the Company's operations on the community and
environment;
e. the desirability of the Company maintaining a reputation for high
standards of business conduct and
f. the need to act fairly as between members of the Company.
The Directors believe that they have acted in the way most likely to promote
the success of the Company for the benefit of its members as a whole, as
required by s172 of the Companies Act 2006.
During the year ended 31 January 2023, the Company has sought to act in a way
that upholds these principles. Post year end, the Company became a quoted
early-stage company and its members will be fully aware, through various
announcements, shareholder meetings and financial communications, of the
Board's broad and specific intentions and the rationale for its decisions.
The Company pays creditors promptly and keeps its costs to a minimum to
protect shareholders funds. The Company promotes the concept of ESG
(Environment, Sustainability, Governance) to its employees, shareholders and
suppliers. Our ethos is to provide an opportunity to make a positive impact on
the community and the environment.
Corporate social responsibility
The main decision taken by the Board this year was to pursue the proposed (and
now completed) IPO on to the Standard List of the Main Market of the London
Stock Exchange.
We aim to conduct our business with honesty, integrity and openness,
respecting human rights and the interests of our shareholders. We aim to
provide timely, regular and reliable information on the business to all our
shareholders and conduct our operations to the highest standards.
We strive to create a safe and healthy working environment for the wellbeing
of our staff and create a trusting and respectful environment, where all
members of staff are encouraged to feel responsible for the reputation and
performance of the Company.
The Board would like to take this opportunity to thank our shareholders and
advisors for their support during the year.
This report was approved by the board on 1 September 2023 and signed on its
behalf by:
Robert Jones
Chairman
Directors' Report
The Directors present their report and financial statements for the year ended
31 January 2023.
Principal Activity
The principal activity of the Company during the year continued to be that of
a special purpose acquisition vehicle.
Results
The Company's financial results for the year are shown from page 14 onwards.
Dividends
No dividend has been paid during the year nor do the Directors recommend a
payment of a final dividend.
Donations
The Company made no political or charitable donations during the year.
Directors' Indemnity Provisions
The Company has not yet implemented Directors and Officers Liability Indemnity
insurance.
Directors
The Directors who served at any time during the year were:
Robert Francis Edwin Jones
Peter Roderick Gordon Murray
John Michael
Treacy
(Appointed 14 November 2022)
Adam Michael
Dziubinski
(Resigned 9 October 2022)
Details of the Directors' holding of Ordinary Shares are set out in the
Directors' Remuneration Report.
The only employees in the Company are the Directors, who are all considered to
be key management personnel.
Robert Francis Edwin Jones, Non-executive Director and Chairman
Mr Jones has over 40 years' experience in geoscience, exploration, appraisal,
development and monetisation of oil and gas assets and is currently an
independent technical and commercial consultant to a number of independent
companies, including both start-ups and larger companies. Prior to that, he
held senior positions at Cairn Energy plc, including Head of Exploration at
Cairn Energy, Edinburgh and Regional Asset and Exploration Manager, Cairn
Energy plc, London. Mr Jones is a Certified Petroleum Geophysicist (AAPG #64),
a Member of the Chartered Management Institute and holds a B.Sc. Hons. Physics
and M.Sc. Marine Geotechnics from the University College of North Wales.
Mr Jones has experience of evaluating, negotiating and structuring substantial
farm-in and farm-out transactions at Clyde Petroleum, Tullow Oil and at Cairn
Energy. Most recent was the farm-in to the FAR Block in Senegal and subsequent
farm-out to Conoco-Philips.
Peter Roderick Gordon Murray, Non-executive Director
Mr Murray has over 30 years' global experience in oil and gas operations
specialising in field geoscience data acquisition and drilling project
management and is currently a Managing Director of Mayfair Consulting
International, a consultancy firm specialising in project management. Prior to
Mayfair Consulting International, Mr Murray worked as a senior consultant in
the worldwide hydrocarbon industry including BHP, BP, Shell, Amoco, Chevron
and Mobil and for Blue Eagle Lithium as a consultant chief operating officer.
Mr Murray holds a BSc Geology from University of Manchester and MSc Petroleum
Geology from Imperial College.
Mr Murray has experience of structuring the complex technical, commercial,
regulatory and legal transactions required to assemble numerous substantial
deep-water drilling programmes at Cairn Energy, Apache and BHP Billiton. As
Chief Operating Officer at Blue Eagle Lithium, Mr Murray was responsible for
identifying and licencing mining properties in USA.
John Michael Treacy, Non-executive Director
Mr Treacy is a London-based experienced financier who specialises in working
with growing companies. He qualified as a solicitor in the London office of a
major international law firm where he specialised in capital markets and
mergers and acquisitions. From there he moved to practice corporate finance in
the advisory teams of several prominent UK brokerages where he acted as an
adviser to a number of AIM companies and advised on numerous IPOs,
acquisitions, debt restructurings and placings.
Share Capital
Oneiro Energy plc is incorporated as a public limited company and is
registered in England and Wales with the registered number 13139365. Details
of the Company's issued share capital, together with details of the movements
during the year, are shown in note 7. The Company has one class of Ordinary
Share and all shares have equal voting rights and rank pari passu for the
distribution of dividends and repayment of capital.
Substantial Shareholdings
As at 31 January 2023 the Company had been informed of the following
substantial interests over 3% of the issued share capital of the Company.
Directors' Remuneration Report
Remuneration paid to the Directors' during the year ended 31 January 2023 was:
*resigned 9 October 2022
**appointed 14 November 2022
There were no performance measures associated with any aspect of Directors'
remuneration during the year.
Director Warrants
There were no warrants or share options granted to the Directors at 31 January
2023. On admission to the London Stock Exchange in May 2023, the Company
granted the following warrants to the Directors of the Company.
Remuneration policies (unaudited)
The current Directors' remuneration comprises a basic fee and the Director
Warrants and at present, there is no bonus or long-term incentive plan in
operation for the Directors. Directors also receive reimbursement for expenses
incurred whilst performing services for the Company. Directors' may receive
further compensation for performing services for the Company outside of the
scope of their Letters of Appointment. Such compensation will be agreed from
time to time.
Remuneration Committee (unaudited)
There is no separate Remuneration Committee at present, instead all
remuneration matters are considered by the Board as a whole. It meets when
required to consider all aspects of Directors' remuneration, share options and
service contracts.
From the outset the Board has set out and implemented a policy designed in its
view to attract, retain and motivate Directors of the right calibre and
ability. There have been no major changes during the year either in that
policy or its implementation, including levels of remuneration and terms of
service for the Directors.
Going Concern
After making enquiries, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence for the
foreseeable future. Further details are given on page 22 to the Financial
Statements. For this reason, the Directors continue to adopt the going concern
basis in preparing the financial statements.
Financial Instruments
The Company has exposure to credit risk, liquidity risk and market risk. Note
11 presents information about the Company's exposure to these risks, along
with the Company's objectives, processes and policies for managing the risks.
Greenhouse Gas Emissions
The Company is aware that it needs to measure its operational carbon footprint
in order to limit and control its environmental impact. However, given the
very limited nature of its operations during the year under review, it has not
been practical to measure its carbon footprint.
In the future, the Company will only measure the impact of its direct
activities, as the full impact of the entire supply chain of its suppliers
cannot be measured practically.
The Company has not made separate disclosures relating to energy consumption
and efficiency as the entity consumed less than 40,000 kWh of energy during
the period.
Future developments after the reporting period
Subsequent to the year end, the Company successfully listed its shares on the
Standard List of the Main Market of the London Stock Exchange, simultaneously
raising £1.2m before costs. In addition, a total of 42,480,000 warrants were
awarded to Directors and advisors involved in the continuing advancement of
the Company's objective to complete a reverse take-over transaction.
The following warrants were granted post year end:
Auditor and disclosure of information to auditor
The Directors who held office at the date of approval of the Directors' Report
confirm that:
· so far as they are each aware, there is no relevant audit
information of which the Company's independent auditor is unaware; and
· each Director has taken all the steps that he ought to have taken
as a Director to make himself aware of any relevant audit information and to
establish that the Company's independent auditor is aware of that information.
The auditor, Royce Peeling Green Limited (appointed 28 July 2023), have
expressed their willingness to continue in office and a resolution to
reappoint them will be proposed at the Annual General Meeting.
This Directors' report was approved by the Board of Directors on 1 September
2023 and is signed on its behalf by:
Robert Jones
Chairman
Statement of Directors' responsibilities
Company law requires the Directors to prepare financial statements for each
financial year. The Directors have elected to prepare the financial statements
in accordance with UK-adopted international accounting standards in conformity
with the requirements of the Companies Act 2006. In preparing these financial
statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements and estimates that are reasonable and prudent;
· present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable information;
· state whether they have been prepared in accordance with IFRS as
adopted by the UK, subject to any material departures disclosed and explained
in the financial statements; and
· prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company. The
Company's financial statements should also comply with the Companies Act 2006
and Article 4 of the IAS Regulation. The Directors are also responsible for
safeguarding the assets of the Company and hence for taking reasonable steps
for the prevention and detection of fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for
preparing a Strategic Report, Directors' Report, Directors' Remuneration
Report and Corporate Governance Statement that comply with that law and those
regulations.
The financial statements are published on the Company's website
(https://oneiro.energy). The work carried out by the Auditor does not involve
consideration of the maintenance and integrity of this website and
accordingly, the Auditor accepts no responsibility for any changes that have
occurred to the financial statements since they were initially presented on
the website. Visitors to the website need to be aware that legislation in the
United Kingdom covering the preparation and dissemination of the financial
statements may differ from legislation in their jurisdiction.
The Directors confirm that to the best of their knowledge:
· the Company financial statements, prepared in accordance with IFRS
as adopted by the UK in conformity with the requirements of the Companies Act
2006, give a true and fair view of the assets, liabilities, financial position
and profit of the Company;
· this Annual report includes the fair review of the development and
performance of the business and the position of the Company together with a
description of the principal risks and uncertainties that it faces; and
· the Annual Report and financial statements, taken as a whole, are
fair, balanced and understandable and provide information necessary for
shareholders to assess the Company's performance, business and strategy.
Statement of Corporate Governance
The Board is committed to maintaining appropriate standards of Corporate
Governance. The statement below, together with the Directors' Remuneration
Report, explains how the Company has observed principles set out in The UK
Corporate Governance Code ("the Code") as relevant to the Company and contains
the information required by section 7 of the UK Listing Authority's Disclosure
Rules and Transparency Rules.
During the year, the Company did not to apply the Code given its current size
and resources. The Company is a small company with modest resources. The
Company has a clear mandate to optimise the allocation of limited resources to
source acquisition(s) and support its future plans. The Company strives to
maintain a balance between conservation of limited resources and maintaining
robust corporate governance practices. As the Company evolves, the Board is
committed to enhancing the Company's corporate governance policies and
practices deemed appropriate to the size and maturity of the organisation.
Board of Directors
The Board currently consists of three Non-executive Directors. Board meetings
were held when necessary throughout the year to discuss key issues and to
monitor the overall performance of the Company. All Directors attended every
meeting. With a Board comprising of just three Non-executive Directors, all
matters and committees, such as Remuneration, Audit and Nominations are
considered by the Board as a whole. The Directors will actively seek to expand
Board membership to provide additional levels of corporate governance
procedures at the relevant opportunity.
Audit committee
The Board seeks to present a balanced and understandable assessment of the
Company's position and prospects in all interim, final and price-sensitive
reports and information required to be presented by statute.
The Directors consider the size of the Company and the close involvement of
Non-executive Directors in the day-to-day operations makes the maintenance of
both an Audit Committee and an internal audit function unnecessary. The
Directors will continue to monitor this situation.
Independent Auditor
The Board will meet with the Auditor at least once a year to consider the
results, internal procedures and controls and matters raised by the Auditor.
The Board considers auditor independence and objectivity and the effectiveness
of the audit process. It also considers the nature and extent of the non-audit
services supplied by the Auditor reviewing the ratio of audit to non-audit
fees and ensures that an appropriate relationship is maintained between the
Company and its external auditor.
The Company has a policy of controlling the provision of non-audit services by
the external auditor in order that their objectivity and independence are
safeguarded. As part of the decision to recommend the appointment of the
external auditor, the Board takes into account the tenure of the Auditor in
addition to the results of its review of the effectiveness of the external
auditor and considers whether there should be a full tender process. There are
no contractual obligations restricting the Board's choice of external auditor.
Remuneration committee
There is no separate Remuneration Committee at present, instead all
remuneration matters are considered by the Board as a whole. It meets when
required to consider all aspects of Directors' and staff remuneration, share
options and service contracts.
Nominations committee
A nominations committee has not yet been established.
Internal financial control
Financial controls have been established so as to provide safeguards against
unauthorised use or disposition of the assets, to maintain proper accounting
records and to provide reliable financial information for internal use. Key
financial controls include:
· the maintenance of proper records;
· a schedule of matters reserved for the approval of the Board;
· evaluation, approval procedures and risk assessment for
acquisitions; and
· close involvement of the Directors in the day-to-day operational
matters of the Company.
Shareholder communications
The Company uses its corporate website (https://oneiro.energy) to ensure that
the latest announcements, press releases and published financial information
are available to all shareholders and other interested parties.
The AGM is used to communicate with both institutional shareholders and
private investors and all shareholders are encouraged to participate. Separate
resolutions are proposed on each issue so that they can be given proper
consideration and there is a resolution to approve the Annual Report and
Accounts. The Company counts all proxy votes and will indicate the level of
proxies lodged on each resolution after it has been dealt with by a show of
hands.
Independent Auditor's Report to the members of Oneiro Energy plc
Opinion
We have audited the financial statements of Oneiro Energy plc (the 'company')
for the year ended 31 January 2023 which comprise the Statement of
Comprehensive Income, Statement of Financial Position, Statement of Changes in
Equity, Statement of Cash Flows and notes to the financial statements,
including a summary of significant accounting policies. The financial
reporting framework that has been applied in the preparation of the
preparation of the financial statements is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the United Kingdom.
In our opinion, the financial statements:
· give a true and fair view of the state of the company's affairs as at
31 January 2023 and of its loss for the year then ended;
· have been properly prepared in accordance with IFRSs as adopted by
the United Kingdom; and
· the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the FRC's Ethical
Standard, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors'
use of the going concern basis of accounting in the preparation of the
financial statements is appropriate.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the entity's ability to continue
as a going concern for a period of at least twelve months from when the
financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report.
Other information
The directors are responsible for the other information. The other information
comprises the information included in the annual report other than the
financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a material
misstatement in the financial statements or a material misstatement of the
other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the Strategic report and the Directors'
report for the financial year for which the financial statements are prepared
is consistent with the financial statements; and
· the Strategic report and the Directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the Strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not visited by us;
or
• the financial statements are not in agreement with the accounting
records and returns; or
• certain disclosures of directors' remuneration specified by law
are not made; or
• we have not received all the information and explanations we
require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement set out
on page 12, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for
assessing the company's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the company or
to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting
irregularities, including fraud is detailed below.
We evaluated the directors'/ management's incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of
override of controls) and determined that the principal risks were related to
posting manual journal entries to manipulate financial performance, management
bias through judgments and assumptions in significant accounting estimates and
significant one-off or unusual transactions.
Our audit procedures were designed to respond to those identified risks,
including non-compliance with laws and regulations (irregularities) and fraud
that are material to the financial statements. Our audit procedures included
but were not limited to:
• Discussing with the directors/ management their policies and
procedures regarding compliance with laws and regulations;
• Communicating identified laws and regulations throughout our
engagement team and remaining alert to any indications of non-compliance
throughout our audit; and
• Considering the risk of acts by the company which were contrary to
applicable laws and regulations, including fraud.
Our audit procedures in relation to fraud included but were not limited to:
• Making enquiries of the directors/ management on whether they had
knowledge of any actual, suspected or alleged fraud;
• Gaining an understanding of the internal controls established to
mitigate risks related to fraud;
• Discussing amongst the engagement team the risks of fraud; and
• Addressing the risk of fraud through management override of
controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the
primary responsibility for the prevention and detection of irregularities
including fraud rests with management. As with any audit, there remained a
risk of non-detection of irregularities, as these may involve collusion,
forgery, intentional omissions, misrepresentations or the override of internal
controls.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at:
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Other matters which we are required to address
We were appointed by the Board on 28 July 2023 to audit the financial
statements for the year ended 31 January 2023 and subsequent financial
periods. The non-audit services prohibited by the FRC's Ethical Standard were
not provided to the company and we remain independent of the company in
conducting our audit. Our audit opinion is consistent with the additional
report to the Audit Committee.
Use of our report
This report is made solely for the company's members, as a body, and in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the company's members those
matters we are required to state to them in an Auditor's Report and for no
other purpose. To the fullest extent permitted by law, we do not accept of
assume responsibility to anyone other than the company and its members as a
body for our audit work, for this report or the opinions we have formed.
Martin Chatten (Senior Statutory Auditor)
for and on behalf of Royce Peeling Green Limited
Chartered Accountants and Statutory Auditor
The Copper Room
Deva City Office Park
Trinity Way
Manchester
M3 7BG
1 September 2023
Statement of Comprehensive Income
For the year ended 31 January 2023
Statement of Financial Position
At 31 January 2023
The financial statements of Oneiro Energy plc (company registration number
13139365) were approved by the Board of Directors and authorised for issue on
1 September 2023 and were signed on its behalf by:
Robert
Jones
John Treacy
Chairman
Non-executive Director
Statement of Changes in Equity
For the year ended 31 January 2023
Statement of Cash Flows
For the year ended 31 January 2023
Principal accounting policies for the Financial Statements
For the year ended 31 January 2023
Reporting entity
Oneiro Energy plc (the "Company") is a company incorporated and registered in
England and Wales, with a company registration number of 13139365. The address
of the Company's registered office is 1(st) Floor, 5-6 Argyll Street, London,
England, W1F 7TE.
Basis of preparation
The financial statements for the year ended 31 January 2023 are prepared in
accordance with IFRS as adopted by the UK.
The financial statements are presented in Pound Sterling (£), which is both
the functional and presentational currency of the Company. All amounts are
rounded to the nearest pound, except where otherwise indicated.
The financial statements have been prepared under the historical cost
convention as modified for certain financial instruments, which are stated at
fair value. Non-current assets are stated at the lower of carrying amount and
fair value less costs to sell.
Going concern basis
In assessing the going concern position of the Company, the Directors have
considered its cash flow, liquidity and business activities. In making this
assessment, the Directors have taken into account the impact of current
inflationary pressures and the war impacting Ukraine.
The Company has recorded net liabilities of £7,152 in its Statement of
Financial Position as at 31 January 2023 (2022: £244,197 net assets); the
Company is not yet cash generative and the primary activity of the Company is
to identify and acquire companies within its set investment criteria. On 25
May 2023, the Company undertook a Standard Listing IPO onto the London Stock
Exchange, in which a total of £1.2m gross proceeds (£1.0m net) was raised to
support its acquisition process.
In the event that a suitable acquisition is identified it is expected that
additional funds will be raised through the market to complete any such
transaction.
The Company's cash reserves at 31 July 2023 are £970,000 and based on the
Company's cash flow forecasts and projections which do not include the impact
of making an acquisition, the Directors are satisfied that the Company has the
ability to trade solvently for a period of at least 12 months from the date of
signing of these financial statements. These financial statements have
therefore been prepared on the going concern basis.
Changes in accounting standards, amendments and interpretations
At the date of authorisation of the financial statements, the following
amendments to Standards and Interpretations issued by the IASB that are
effective for an annual period that begins on or after 1 January 2022. These
have not had any material impact on the amounts reported for the current and
prior periods.
Standard or
Interpretation
Effective Date
Annual improvements to IFRS Standards
2018-2020
1 January 2022
IAS 37 - Onerous
Contracts
1 January 2022
IAS 16 - Property, Plant and
Equipment
1 January 2022
IFRS 3 - Reference to the Conceptual
Framework
1 January 2022
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Company has
not early adopted any of the following amendments to Standards and
Interpretations that have been issued but are not yet effective:
Standard or
Interpretation
Effective Date
IFRS 17 - Insurance
Contracts
1 January 2023
IAS 8 - Definition of Accounting
Estimates
1 January 2023
IAS 1 - Disclosure of Accounting
Policies
1 January 2023
IAS 12 - Deferred Tax Arising from a Single
Transaction
1 January 2023
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement is confirmed. The Directors do not
expect any material impact as a result of adopting standards and amendments
listed above in the financial year they become effective.
Significant accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in the historical financial statements, unless otherwise
indicated.
(a) Other income
Other income represents the fair value of incidental amounts received and
receivable for services and goods provided (excluding value added tax).
(b) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick leave and bonuses are recognised
as an expense in the period in which the associated services are rendered by
the Directors.
Pensions and other post-employment benefits
The Company pays monthly contributions to defined contribution pension plans.
The legal or constructive obligation of the Company is limited to the amount
that they agree to contribute to the plan. The contributions to the plan are
charged to the Statement of Comprehensive Income in the period to which they
relate.
(c) Taxation
Current tax
Current income tax assets and liabilities for the current period are measured
at the amount expected to be recovered or paid to the taxation authorities. A
provision is made for corporation tax for the reporting period using the tax
rates that have been substantially enacted for the company at the reporting
date.
Deferred tax
Deferred income tax is provided in full on a non-discounted basis, using the
liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the statement of
financial position date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
(d) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, deposits held
at call with banks and other short-term highly liquid investments with
original maturities of three months or less.
(e) Financial instruments
Financial assets and financial liabilities are measured initially at fair
value plus transactions costs. Financial assets and financial liabilities are
measured subsequently as described below.
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 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 can arise from the provision of goods and
services to customers (e.g. 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.
Impairment of financial assets
Financial assets, other than those measured at fair value through profit or
loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a
result of one or more events that occurred after the initial recognition of
the financial asset, the estimated future cash flows of the investment have
been affected.
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.
Financial liabilities
The company recognises financial debt when the company becomes a party to the
contractual provisions of the instruments.
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.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company's
obligations are discharged, cancelled, or they expire.
(f) Provisions for liabilities
A provision is recognised in the balance sheet when the Company has a present
legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle the
obligation.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected
to be required to settle
the obligation is recognised at present value using a pre-tax discount rate.
The unwinding of the discount is recognised as a finance cost in the income
statement in the period it arises.
(g) Equity and equity instruments
Equity comprises share capital (the nominal value of equity shares), shares to
be issued, share premium and retained earnings. Ordinary Shares are
classified as equity. Incremental costs directly attributable to the issue of
new shares or options are shown in equity as a deduction, net of tax, from
proceeds.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS as adopted by
the UK requires management to make judgments, estimates and assumptions that
affect the application of policies and reported amounts of assets and
liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience
and various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent
from other sources. The resulting accounting estimates may differ from the
related actual results.
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.
In the process of applying the Company's accounting policies, the Directors'
do not believe that they have had to make any assumptions or judgements that
would have a material effect on the amounts recognised in the financial
statements.
Notes to the Financial Statements
For the year ended 31 January 2023
1. Operating loss
2. Staff costs and numbers
Further details on Directors' remuneration is given in the Directors' report.
3. Taxation
The actual tax charge/(credit) for the year can be reconciled to the expected
charge for the year based on the profit or loss and the standard rate of tax
as follows:
The Company has carried forward tax losses of £346,589 at 31 January 2023
(2022: £96,962). A deferred tax asset has not been recognised as it is not
yet probable that the losses will be utilised in future periods. Therefore,
the Company has an unrecognised deferred tax asset of £86,647 (2022:
£24,241).
4. Earnings per share
The basic and diluted earnings per share figures are set out below:
5. Trade and other receivables
6. Trade and other payables
7. Share capital
8. Shares to be issued
On 25 June 2021, the Company issued 12,000,000 Ordinary Shares of £0.03 each,
which were to be allotted to certain early stage investors. The Ordinary
Shares were paid up on 2 July 2021. The Ordinary Shares were subsequently
issued during the current year on 24 October 2022.
9. Reserves
Share capital represents the number of shares that have been subscribed for at
the nominal value.
Share premium represents amounts paid for share capital in excess of the
nominal value, net of expenses.
Retained losses represents the cumulative profits or losses of the Company
that are attributable to the owners of the Company.
10. Financial instruments
Fair value of financial assets and liabilities
All financial assets and liabilities that are recognised in the financial
statements are short term in nature and shown at their carrying value which is
also approximate to their fair value.
11. Financial risk management
The Company's financial instruments comprise cash and liquid resources, and
various items, such as receivables and trade payables that arise directly from
its operations.
As at 31 January 2023, the Company has had limited trading activity and
therefore its exposure to various risks, such as credit risk, foreign currency
risk, interest rate risk, investment risk and capital risk was considered to
be limited to none. The financial risks that have been considered in more
detail are liquidity risk and capital risk.
Liquidity risk
The Company has built an appropriate mechanism to manage liquidity risk of the
short, medium and long-term funding and liquidity management requirements.
Liquidity risk is managed by the Board of Directors, through the maintenance
of adequate cash reserves by monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities.
The Company has not utilised any borrowing facilities.
Capital risk
The Company's objectives when managing capital are to safeguard the ability to
continue as a going concern in order to provide returns to shareholders,
benefits to other stakeholders and to maintain an optimal capital structure to
reduce the cost of capital.
Credit risk
The Company is not exposed to significant credit risk as it did not make any
credit sales during the year.
Foreign currency risk
The Company is not materially exposed to changes in foreign currency rates and
does not use foreign exchange forward contracts.
Interest rate risk
The Company is not exposed to interest rate risk as it has limited interest
bearing liabilities at the year end.
Investment risk
The Company was not exposed to investment risk as no investments were made
during the year.
12. Contingent liabilities
The Company did not have any contingent liabilities or off balance sheet
commitments as at 31 January 2023 (2022: £nil).
13. Related party transactions
During the year, the Company received rental income of £17,700 (2022:
£8,558). The rental income was received from JUB Capital Management LLP,
which is controlled by a Director that held office in the Company during the
year. The balance owed at 31 January 2023 was £nil (2022: £nil).
14. Subsequent events
On 25 May 2023, the Company undertook a Standard Listing IPO onto the London
Stock Exchange, alongside a placing by the Company. A total of £1.2m gross
proceeds was raised. On admission, a total of 42,480,000 Warrants were
granted. Further details of the Warrants is provided in the Directors' report.
15. Ultimate controlling party
The Company has a number of shareholders and is not under the control of any
one person or ultimate controlling party.
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