TIDMACPE

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

ACP Energy

Paul Welch, Chairman

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

Mark Antelme / Jimmy Lea

Respons i b ili ty 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      6 months 
                                             ended 31      ended 31 
                                             Dec 2022      Dec 2021 
                                                  GBP           GBP 
    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:

 
                                   Notes     Unaudited       Audited 
                                              as at 31      as at 30 
   ASSETS                                     Dec 2022      Jun 2022 
    Current assets                                 GBP           GBP 
    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 
                                 Share    premium       Other      Retained 
                               capital    account    Reserves      earnings         Total 
                                   GBP        GBP         GBP           GBP           GBP 
 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       6 months 
                                                     ended 31 Dec   ended 31 Dec 
                                                             2022           2021 
                                                              GBP            GBP 
    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 GBP. 
 
        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 
                                                           GBP                 GBP 
  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 
                                           GBP      2022 
                                                     GBP 
  Trade payables                        12,412    15,139 
  Accruals                              53,945    21,213 
 
                                        66,357    36,352 
                                 -------------  -------- 
 

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END

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April 03, 2023 12:04 ET (16:04 GMT)

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