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REG - ACP Energy PLC - Interim Reports and Financial Statements

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RNS Number : 2146V  ACP Energy PLC  03 April 2023

3 April 2023

ACP ENERGY PLC

("ACP" or "the Company")

Interim Reports and Financial Statements

 

ACP Energy Plc (ACPE.L), a company formed to capture value accretive
opportunities in the oil & gas industry, is announcing its Interim
Financial Statements for the period ended 31 December 2022.

 

 Chairman's Statement

I am pleased to report the unaudited interim financial statements to
shareholders for the period ending 31 December 2022.

 

During the period, ACP Energy screened and evaluated numerous acquisition
opportunities in the upstream segment of the oil & gas industry. The
Company focused on those opportunities that aligned with its acquisition
strategy.  Through this process, the Company high-graded a portfolio of
opportunities and completed detailed evaluations of the most attractive within
the group.

 

Post Period

On January 16, 2023, the company announced the signing of a Sale and Purchase
Agreement ("SPA") for a collection of producing assets, operating under
technical service contracts, which are under development, and currently
producing approximately 4,100 bopd, in a highly prolific basin in Latin
America. Further details on the assets will be provided as part of the
relisting process.

 

If the Transaction is completed, it will constitute a reverse takeover under
the Listing Rules.The Transaction will be subject to the satisfaction of
certain conditions, including:

 

•     The approval of the required share authorities and other ancillary
matters to be set out in a Notice of General Meeting by shareholders of the
Company;

 

•     The successful completion of fundraising activities to, inter
alia, satisfy the consideration payable to the seller; and

 

•     Admission of the enlarged share capital to trading on AIM.

 

Accordingly, there is no certainty that the Transaction will proceed.

 

As the Transaction will constitute a Reverse Takeover, the Company requested
that the listing of its Ordinary Shares be temporarily suspended with effect
from 7.30 a.m. on January 16, 2023. Pending the publication of an Admission
Document and completion of due diligence, ACP intends to make an application
for the enlarged Company to have its Ordinary Shares admitted to trading on
the AIM Market of the London Stock Exchange ("Relisting").

 

The Company is progressing in its efforts to complete the transaction and
looks forward to providing further updates in due course. If the transaction
is not completed, the Company will continue to identify value-accretive
opportunities that fit its stated acquisition strategy.

 

Paul Welch

Executive Chairman

31 March 2023

 

For further information:

www.acpenergyplc.com (http://www.acpenergyplc.com)

 

ACP Energy

Paul Welch,
Chairman

 

Celicourt Communications
            +44 208 434 2643 / acpenergy@celicourt.uk

Mark Antelme / Jimmy Lea

 

 

 

 

 

Responsibility statement

 

This statement is being made by the Chairman, Mr. Paul Welch, and to the best
of his knowledge:

 

            a. the financial statements, prepared in accordance
with IAS 34 'Interim financial reporting' as adopted by the United Kingdom,
give an accurate and fair view of the assets, liabilities, financial position,
and profit or loss of the issuer, and

 

            b. the management report includes a fair review of the
development and performance of the business and the issuer's position,
together with a description of the principal risks and uncertainties they
face.

 

UNAUDITED INTERIM FINANCIAL STATEMENTS FOR ACP ENERGY PLC FOR THE 6 MONTHS TO
31 DECEMBER 2022

Unaudited statement of comprehensive income

The statements of comprehensive income of ACP Energy PLC for the periods ended
31 December 2022 and 31 December 2021 are set out below:

                                                                       Unaudited                    Unaudited

                                                                       6 months ended 31 Dec 2022   6 months ended 31 Dec 2021

                                                                                   £                            £
 Administrative expenses                                               (411,221)                    -
 Operating loss                                                        (411,221)                    -

 Income tax                                                            -                            -
 Loss and total comprehensive loss for the period                      (411,221)                    -

 

 Earnings per share
 Basic loss per share    (0.9320p)  -
 Diluted loss per share  (0.9320p)  -

 

 

Unaudited statement of financial position

The statements of financial position of ACP Energy PLC as at 31 December 2022
and 30 June 2022 are set out below:

 ASSETS                        Notes  Unaudited   as at 31 Dec 2022    Audited

 Current assets                       £                                as at 30 Jun 2022

                                                                       £
 Trade and other receivables   2      62,798                           40,022
 Cash and cash equivalents            395,677                          599,876
                                      458,475                          639,898
 Total assets                         458,475                          639,898
 EQUITY
 Called up share capital              93,200                           93,200
 Share premium account                560,183                          560,183
 Other reserves                       428,982                          229,189
 Retained earnings                    (690,247)                        (279,026)
 Total equity                         392,118                          603,546
 LIABILITIES
 Trade and other payables      3      66,357                           36,352
 Total liabilities                    66,357                           36,352
 Total equity and liabilities         458,475                          639,898

 

 

Unaudited statement of changes in equity

The statement of changes in equity of ACP Energy PLC for the 18 month period
ended 31 December 2022 is set out below:

 

                                                                            Share     Other Reserves

         £

                                                                  Share     premium                   Retained

                                                                  capital   account                   earnings    Total

                                                                  £         £                         £           £
 Balance at 1 July 2021                                           3,000     -         -               -           3,000
 Loss for the period and total comprehensive loss for the period

                                                                  -         -                         -           -

                                                                                      -
 Issue of share capital                                           57,000    -         -               -           57,000
 Balance at 31 December 2021                                      60,000    -         -               -           60,000
 Loss for the period and total comprehensive loss for the period

                                                                  -         -         -               (279,026)   (279,026)
 Issue of share capital                                           33,200    560,183   -               -              593,383
 Share-based payments                                             -         -         229,189         -              229,189
 Balance at 30 June 2022                                          93,200    560,183   229,189         (279,026)   603,546
 Loss for the period and total comprehensive loss for the period

                                                                  -         -         -               (411,221)   (411,221)
 Share-based payments                                             -         -         199,793         -              199,793
 Balance at 31 December 2022                                      93,200    560,183   428,982         (690,247)   392,118

 

Unaudited statement of cash flows

The statements of cash flows of ACP Energy PLC for the six months ended 31
December 2022 and 31 December 2021 are set out below:

                                                                       Unaudited                    Unaudited

                                                                       6 months ended 31 Dec 2022   6 months ended 31 Dec 2021

                                                                       £                            £
 Cash flows from operating activities
 Cash absorbed by operations                                           (204,199)                    (38,720)
 Net cash outflow from operating activities                            (204,199)                    (38,720)
 Financing activities
 Proceeds from issue of shares                                         -                            60,000
 Net cash generated from financing activities                          -                            60,000
 Net (decrease)/increase in cash and cash equivalents                  (204,199)                    21,280
 Cash and cash equivalents at beginning of period                      599,876                      -
 Cash and cash equivalents at end of period                            395,677                      21,280

 

 

Notes to the unaudited interim financial statements

 

 

 1                   Accounting policies

                     Company information
                     ACP Energy Plc is a public company limited by shares incorporated in England
                     and Wales. The registered office is 21 High Street, Lutterworth, LE17 4AT.
                     The company's principal activity is intended to be that of investment in
                     upstream oil and gas assets.

 1.1                 Basis of preparation
                     The unaudited interim financial statements present the financial track record
                     of the company for the six months ended 31 December 2021, 31 December 2022 and
                     the 18-month period ended 31 December 2022.

                     The accounting policies set out in the financial statements for the period
                     ended 30 June 2022 have been applied consistently to all periods presented in
                     these unaudited interim financial statements.

                     The unaudited interim financial statements have been prepared in accordance
                     with the IAS 34 'Interim financial reporting' as adopted by the United
                     Kingdom. They should be read in conjunction with the financial statements for
                     the period ended 30 June 2022, which are prepared in accordance with IFRS as
                     adopted by the United Kingdom and with the Companies Act 2006.

                     The unaudited interim financial statements for the six months ended 31
                     December 2021 and for the six months ended 31 December 2022 do not comprise
                     statutory accounts within the meaning of section 434 of the Companies Act
                     2006.

                     The unaudited interim financial statements are prepared in sterling, which is
                     the functional currency of the company. Monetary amounts in these unaudited
                     interim financial statements are rounded to the nearest £.

                     The unaudited interim financial statements have been prepared on the
                     historical cost basis.

 1.2                 Significant accounting policies
                     The unaudited interim financial statements have been prepared on the basis of
                     accounting policies adopted in the financial statements for the year ended 30
                     June 2022 and expected to be adopted in the financial statements for the
                     period ending 30 June 2023. Where new IFRS standards, amendments or
                     interpretations became effective in the six months to 31 December 2022 there
                     has been no material impact on the net assets or results of the company.
 2   Trade and other receivables
                                           Unaudited             Audited

                                           as at                 as at

                                           31 Dec 2022           30 Jun 2022

                                           £                     £
     VAT recoverable                       21,092                21,097
     Prepayments                           41,706                18,925

                                           62,798                40,022

 

 3  Trade and other payables
                              Unaudited     Audited

                              as at         as at

                              31 Dec 2022   30 Jun 2022

                              £             £
    Trade payables            12,412        15,139
    Accruals                  53,945        21,213

                              66,357        36,352

 

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