RNS Number : 7006X
CDS Oil & Gas Group PLC
27 June 2008
126 Brompton Road
London, United Kingdom
SW3 1JD
E-mail: info@cds.com.py
Web Site: www.cdsogg.com
NEWS RELEASE
For release: Friday, June 27, 2008
CDS OIL & GAS GROUP PLC
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2007
LONDON, England: 27 June 2008 - CDS Oil & Gas Group plc ("CDS" or the "Group"), the AIM-quoted oil and gas explorer (CDS.L), today
announces final results for the year ended 31 December 2007.
The audited accounts will be posted to shareholders shortly, together with the notice of the Annual General Meeting.
Patrice Roman, CEO of CDS stated: "The financial strength of the Group was materially improved with the placing of new shares in June
2007 to raise �8.53m net of expenses. This enabled CDS to enter 2008 with sufficient cash resources to carry out a comprehensive early stage
exploration programme. This new programme comprises the complementary application of a variety of geophysical techniques including aeromag,
aerogravity and seismic as well as a geochemical survey to define drilling targets for late 2008/early 2009."
CDS is a UK company which, through its Paraguayan subsidiary, CDS Energy S.A., has a 98.1% working interest in three large blocks with
substantial oil and gas exploration potential in the prospective eastward extension into north-west Paraguay of the productive Bolivian
Chaco Basin.
For further information:
CDS Oil & Gas Group Tel: +41 22 700 68 60
Patrice Roman, Chief Executive Officer
Hanson Westhouse Tel: 020 7601 6100
Richard Baty
UK Enquiries:
Hudson Sandler Tel: 020 7796 4133
Jessica Rouleau / Sandrine Gallien / Fran Read
Other Enquiries
B4 Communication Tel: +41 22 592 50 22
Claude Baumann / Fr�ric Jacquemoud
CDS Oil & Gas Group Plc
Chairman's and Chief Executive Officer's Review
We are pleased to report the results for the year ending 31 December 2007. In CDS Oil & Gas Group Plc's ("CDS" or the "Group") short
history, the year under review stands out as a year of important transition.
2007 Review
The financial strength of the Group was materially improved with the placing of new shares in June 2007 to raise $16.1 million net of
expenses. This enabled CDS to enter 2008 with sufficient cash resources to carry out a comprehensive early-stage exploration programme. This
new programme comprises the complementary application of a variety of geophysical techniques including aeromag, aerogravity and seismic as
well as a geochemical survey to define drilling targets for late 2008/early 2009.
During the year, the Group engaged US company Carson Helicopters to undertake a 9,200 km aeromag and aerogravity study over the
Boqueron, Gabino Mendoza and PG&E blocks. Exploration Technologies, Inc ("ETI"), also based in the US and specialising in geochemical
techniques, has been engaged to perform a reconnaissance geochemical programme on the Gabino Mendoza and the Boqueron blocks. In addition,
Harmattan FZE, a UAE based land seismic operator, has been contracted to conduct a 2-D seismic data acquisition programme of 700 km on the
Boqueron and 281 km on the Gabino Mendoza blocks.
As announced in October 2007 we were pleased to welcome Petro-Saudi Ltd Inc, an affiliate of PetroSaudi International Ltd, as a
significant shareholder with a current holding of 8.2%. PetroSaudi is building a portfolio of geographically diversified oil and gas
properties and we believe they will be of significant assistance to the Group by strengthening access to long term financial resources and
supporting the identification of possible acquisition opportunities.
Post year-end events
The gravity and magnetic interpretation of the Carson Helicopters survey has demonstrated the likely presence of structural highs within
the sedimentary sequences of our portion of the sub Andean foreland basin in Paraguay. The preliminary evaluation of this technical data
provides encouragement for the prospectivity of the blocks. The gravity and magnetic surveys have been followed by seismic and geochemical
programmes which are currently ongoing. It is currently anticipated that analysis of the results from these three exploration tools will be
undertaken over the coming months with a view to defining a selection of drilling sites. The Company is at an advanced stage of negotiations
to raise further funds for this program.
CDS continues to develop its relationship with the Paraguayan authorities. On 20 April 2008 Paraguay underwent a major political change
as a result of the presidential and parliamentary elections. After sixty one years in power, the Colorado Party ceded control of the
government to a coalition of political parties and social movements led by the Liberal Party. The elections passed without incident. The
rapid recognition of the outcome by all political parties and by the country's executive and judicial authorities demonstrate the successful
transition to a more open and transparent democracy, a key condition welcomed by the multilateral institutions to encourage a sustainable
development.
Furthermore, it is anticipated that the Group's activities will be assisted by the agreement between the Paraguayan Ministry of
Environment and "Global Chaco", a local NGO. The agreement will lead to a joint study of biodiversity and the compatibility of exploration
in the most sensitive areas of the "Parque Medanos del Chaco" which covers most of CDS's Gabino Mendoza and PG&E blocks as well as a small
part of Boqueron. This cooperation with a NGO is a new initiative for Paraguay and CDS are fully supportive of the agreement.
Board
James Wade, Non-Executive Director stepped down from the Board in February 2008 and Dan Morrison, Director, will step down at the end of
June. James Wade will continue to be available to the company as a consultant and Dan Morrison will continue to be President and one of the
managers of the Group's Paraguayan affiliate, CDS Energy SA. They were both founders of CDS and the pioneers and active promoters of the
potential of Paraguay as an oil and gas producer. We are grateful to them for their determination and persistence in the formation of CDS
and their leadership during its early period as a public company.
Mr Bernard Verdu joined the Group on 6 May 2008 as Vice President and Chief Operating Officer. He is based in Paraguay and is
responsible for CDS's operations in the country. His extensive international exploration background, over a career of more than thirty
years, most recently as consultant to Perenco, will significantly enhance the Group's technical expertise. On behalf of the Board, we
welcome him to CDS.
John W.S. Bentley (Chairman)
Patrice Roman (Chief Executive Officer)
CDS Oil & Gas Group Plc
Consolidated Income Statement for the year ended 31 December 2007
Note 2007 2006
US$'000 US$'000
Administrative expenses (1,593) (1,294)
Loss from operations (1,593) (1,294)
Finance income 2 361 15
Finance expense 2 (7) (98)
Loss for the year before taxation and loss for the (1,239) (1,377)
year
Attributable to:
- Equity holders of the parent (1,239) (1,377)
- Minority interest - -
Loss per share expressed in US$ per share
- Basic and diluted loss per share (2006 re-stated to 9 $(0.02) $(0.06)
reflect 1 for 10 share consolidation in 2007)
CDS Oil & Gas Group Plc
Consolidated Balance Sheet at 31 December 2007
Note 2007 2006
US$'000 US$'000
Assets
Non-current assets
Intangible assets 4 14,833 11,072
Property, plant and equipment 5 456 147
15,289 11,219
Current assets
Inventory 6 1,618 1,568
Prepayments and other receivables 633 92
Cash and cash equivalents 11,523 387
13,774 2,047
Total assets 29,063 13,266
Liabilities
Current liabilities
Trade and other payables 7 (447) (404)
Provisions 8 - (400)
Total liabilities (447) (804)
Total net assets 28,616 12,462
Capital and reserves attributable to shareholders
Share capital 19,715 5,884
Share premium 14,242 9,157
Shares to be issued - 1,665
Merger reserve (1,097) (1,097)
Foreign currency translation reserve (62) (204)
Retained deficit (4,190) (2,951)
Capital and reserves attributable to equity holders 28,608 12,454
of the parent
Minority interest 8 8
Total equity 28,616 12,462
CDS Oil & Gas Group Plc
Consolidated Statement of Changes in Equity for the year ended 31 December 2007
Attributable to equity holders of the Company
Share Share Shares to be Merger Foreign currency Retained Total Minority Total
Capital Premium issued Reserve translation deficit shareho interest equity
reserve lders s
equity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
At 1 January 2006 3,822 8,794 - (1,095) - (1,574) 9,947 10 9,957
Currency translation - - - - (204) - (204) - (204)
differences and net expense
recognised directly in equity
Loss for the year - - - - - (1,377) (1,377) - (1,377)
------- ------- ------- ------- ------- ------- ------- ------- -------
Total recognised income and - - - - (204) (1,377) (1,581) - (1,581)
expense for the year
Shares issued in year 2,062 515 - - - - 2,577 - 2,577
Share issue costs - (152) - - - - (152) - (152)
Shares to be issued - - 1,665 - - - 1,665 - 1,665
Other reserve movement - - - (2) - - (2) (2) (4)
------- ------- ------- ------- ------- ------- ------- ------- -------
At 31 December 2006 5,884 9,157 1,665 (1,097) (204) (2,951) 12,454 8 12,462
==== ==== ==== ==== ==== ==== ==== ==== ====
At 1 January 2007 5,884 9,157 1,665 (1,097) (204) (2,951) 12,454 8 12,462
Currency translation - - - - 142 - 142 - 142
differences and net income
recognised directly in equity
Loss for the year - - - - - (1,239) (1,239) - (1,239)
------- ------- ------- ------- ------- ------- ------- ------- -------
Total recognised income and - - - - 142 (1,239) (1,097) - (1,097)
expense for the year
Shares issued in year 13,831 5,889 (1,665) - - - 18,055 - 18,055
Share issue costs - (804) - - - - (804) - (804)
------- ------- ------- ------- ------- ------- ------- ------- -------
At 31 December 2007 19,715 14,242 - (1,097) (62) (4,190) 28,608 8 28,616
==== ==== ==== ==== ==== ==== ==== ==== ====
The following describes the nature and purpose of each reserve within owners' equity.
Share capital Amount subscribed for shares at nominal value.
Share premium Amount subscribed for share capital in excess of nominal value.
Shares to be issued Amounts received from shareholders in advance of the issue of the
relevant shares.
Merger reserve Amounts arising from the merger of subsidiary investments.
Foreign currency translation Gains/losses arising on retranslating the net assets of parent
reserve Company into US dollars.
Retained earnings Cumulative profit/(loss) of the Group attributable to equity
shareholders.
CDS Oil & Gas Group Plc
Consolidated Cash Flow Statement for the year ended 31 December 2007
2007 2006
US$'000 US$'000
Cash flow from operating activities
Loss before taxation (1,239) (1,377)
Adjustments for:
- Finance income (361) (15)
- Finance expense 7 98
Equity-settled share-based payment expense - 284
Net cash flow from operating activities before changes in (1,593) (1,010)
working capital
(Increase)/decrease in inventories (49) 175
Decrease in payables and provisions (357) (817)
Increase in receivables (541) (6)
Net cash flow from operating activities before interest (2,540) (1,658)
and taxation paid
Investing activities
Payments for property, plant and equipment (309) -
Interest received 361 15
Proceeds from the disposal of property, plant, and - 174
equipment
Exploration costs capitalised (3,761) (2,539)
Net cash flow from investing activities (3,709) (2,350)
Financing activities
Issue of ordinary shares 18,055 2,289
Cost of share issue (804) (152)
Issue of convertible loan notes - 1,432
Interest paid (7) -
Net cash flow from financing activities 17,244 3,569
Net increase/(decrease) in cash and cash equivalents in 10,995 (439)
the year
Cash and cash equivalents at the beginning of the year 387 826
Effect of foreign exchange rate changes on cash and cash 141 -
equivalents held
Cash and cash equivalents at the end of the year 11,523 387
CDS Oil & Gas Group Plc
Notes to the Financial Statements for the year ended 31 December 2007
1.*Basis of preparation and significant accounting policies
The consolidated financial statements of CDS Oil & Gas Group Plc have been prepared in accordance with accepted International Financial
Reporting Standards (IFRSs), International Accounting Standards (IAS) and International Financial Reporting Interpretations Committee
(IFRIC) interpretations (collectively "IFRSs") as adopted for use in the European Union and as issued by the International Accounting
Standards Board and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS. The consolidated financial
statements are the first CDS Oil & Gas Group Plc financial statements to be prepared in accordance with IFRS, the transition date being 1
January 2006.
2.*Finance income and expense
2007 2006
US$' US$'
000 000
Bank interest receivable 361 15
Interest on borrowings (7) (98)
3.*Taxation
Reconciliation of the total tax charge
UK Corporation tax rate is 30%. The tax assessed on the profit on ordinary activities for the year is different from the standard rate
of corporation tax in the UK. The charge for the year can be reconciled to the loss per the income statement as follows:
2007 2006
US$' US$'
000 000
Loss before taxation 1,239 1,377
------ ------
At standard rate of Corporation tax at 30% (2006: 30%) 372 413
Non-deductible expenses (189) (30)
Unrecognised tax losses carried forward (183) (383)
----- -----
Tax for the year - -
----- -----
No deferred tax asset has been recognised in relation to the trading losses available for offset against future taxable profits.
4.*Intangible assets
Intangible assets represent the cost of investment in oil and gas projects where it is too early to make a decision regarding the
existence or otherwise of commercial reserves.
Exploration and
evaluation costs
2007 2006
US$'000 US$'000
Cost
At 1 January 11,072 8,602
Additions 3,761 2,470
-------- --------
At 31 December 14,833 11,072
-------- --------
5.*Property, plant and equipment
Group Office and Furniture Motor Total
computer and vehicle
equipment fixtures s
US$'000 US$'000 US$'000 US$'000
Cost
At 1 January 2006 17 88 246 351
Additions 2 - - 2
Disposals - (8) (78) (86)
----- ----- ----- -----
At 31 December 2006 19 80 168 267
Additions 36 127 189 352
Disposals - - (76) (76)
----- ----- ----- -----
At 31 December 2007 55 207 281 543
---- ---- ---- ----
Depreciation
At 1 January 2006 4 4 22 30
Depreciation charge 5 30 55 90
Disposals - - - -
----- ----- ----- -----
At 31 December 2006 9 34 77 120
Depreciation charge 7 36 - 43
Disposals - - (76) (76)
----- ----- ----- -----
At 31 December 2007 16 70 1 87
----- ----- ----- -----
Net book value 2007 39 137 280 456
---- ---- ---- ----
Net book value 2006 10 46 91 147
---- ---- ---- ----
Net book value 2005 13 84 224 321
---- ---- ---- ----
The Company had no tangible fixed assets.
6.*Inventory
Group Company
2007 2006 2007 2006
US$'000 US$'000 US$'000 US$'000
At cost:
Inventory of tools and equipment, spare 1,618 1,568 - -
parts and various consumables
-------- ------- ------- -------
7.*Trade and other payables
Group Company
2007 2006 2007 2006
US$' US$' US$' US$'
000 000 000 000
Trade payables 134 84 - -
Other financial liabilities 313 320 298 264
Bank overdraft - - - 24
----- ----- ----- -----
447 404 298 288
----- ----- ----- -----
8. Provisions
Within current liabilities
Group Group
2007 2006
US$'000 US$'000
A 1 January
400 -
Charged to the income statement
- 400
Paid in the year
(400)
-------- --------
At 31 December
- 400
-------- --------
The provision arose within the Group's Paraguayan subsidiary, CDS Energy SA, and concerned a dispute with its drilling contractor, Nabors
International
Limited. The amount provided in 2006 and settled in 2007 comprised $270,000 plus legal fees of $130,000. These amounts were capitalised
within intangible
assets.
9.*Loss per Ordinary Share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of
ordinary shares outstanding during the year.
In order to calculate diluted earnings per share, the weighted average number of ordinary shares in issue would be adjusted to assume
conversion of all dilutive potential ordinary shares according to IAS 33. In 2007 and 2006 the Group made a loss after taxation and the
effect of the potential ordinary shares is anti-dilutive and therefore the diluted earnings per share is the same as basic earnings per
share.
Potential dilutive instruments include share options totalling 5,114,715 and warrants totalling 39,072,160.
2007 2006
Earnings Weighted average Per share amount Earnings Weighted average Per share amount
US$'000 number of shares (US dollars) US$'000 number of shares (US dollars)
Basic EPS (1,239) 69,748,173 (0.02) (1,377) 23,762,534 (0.06)
The 2006 earnings per share has been calculated taking into account a 1 for 10 consolidation of the ordinary shares.
10. Going concern
The Group entered 2008 with cash resources sufficient to carry out a comprehensive early-stage exploration programme. This programme is
almost complete. Dependant on the outcome of this programme, the plan was to raise further funds to enable the Group to move onto the next
stage, the drilling of target locations. As a consequence, the Group currently has insufficient funds available to meet its working capital
requirements. Accordingly the Group is in discussions to raise further funds to continue in operational existence.
The financial statements have been prepared on a going concern basis as the Directors are confident that the Group will be able to raise
the required funds. These conditions indicate the existence of a material uncertainty which may cast significant doubt over the Group's
ability to continue as a going concern. The financial statements do not include any adjustments that would result if the Group was unable to
continue as a going concern.
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