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Culture Documents
www.dominionpetroleum.com
Group Head Office:
Dominion Petroleum Limited
Clarendon House
2 Church Street
Hamilton
Bermuda
HM11
Contents
Overview
01 Highlights
02 At a Glance
04 Chairman’s and Chief Executive’s Statement
12 Directors and Advisors
14 Corporate Social Responsibility
16 Our People
19 Financial Statements
Annual Report 2009 Dominion Petroleum Limited
Highlights 01
Financial Highlights
>> $10 million of equity funding in August 2009, with
restructuring of convertible loan notes;
>> $50 million of equity fund raising in March 2010.
Operational Highlights
>> Uganda Exploration Area 4B:
− Two year extension of Exploration Licence to July 2011;
− Ngaji-1 well drilled in July 2010 demonstrated good quality
reservoir sands.
>> Democratic Republic of Congo Block 5:
− Presidential Decree ratifying Production Sharing
Contract received in June 2010;
>> Tanzania Offshore Block 7:
− Completion of interpretation of > 4,000km 2-D
seismic data;
− Initial prospects mapped and areas high-graded;
− Independent audit for first prospect estimates mean
unrisked prospective resource of 1,104 million barrels
of oil or around 7 tcf of gas;
− Ca. 1,000km2 3D seismic survey commenced in
September 2010;
>> Tanzania Onshore Mandawa Block:
−K ianika-1 well spudded on 27 June 2010.
Other Highlights
>> Management team strengthened:
−A ppointment of Andrew Cochran as Chief Executive;
−A ppointment of Atul Gupta as Non-Executive Director.
Dominion Petroleum Limited Annual Report 2009
Uganda
02
At a Glance On 27 July 2007, Dominion Uganda
Limited (95% owned by Dominion) signed
a Production Sharing Agreement (“PSA”)
with the Government of the Republic of
Uganda which grants it exclusive rights to
explore for petroleum in Exploration Area
4B. EA4B is located in the south-west of
Uganda and includes most of the Ugandan
part of Lake Edward in the Albertine Rift Basin
which extends north to Lake Albert where
significant oil discoveries have been made.
Kisangire
The Kisangire PSA comprises two large,
adjoining licences: Kisangire and Lukuliro.
To the east of the area is the Songo Songo gas
field, which supplies gas for power generation
in Dar es Salaam. The Mkuranga gas discovery
(M&P, 2007) lies just outside the Kisangire
Licence. In Kisangire, the earlier Permian
Selous sedimentary basin plunges beneath the
Jurassic Mandawa basin and the area includes
both Permian and Jurassic targets. There are
oil seeps in the centre of the Kisangire Licence
at Wingayongo. The First Exploration Period
expires in December 2010. Dominion working
interest 45% (operator: Heritage Tanzania
Kisangire Limited). A commitment well is due
to be drilled during H2 2010.
Selous
The Selous PSA in southern Tanzania is a
relatively unexplored area dominated by the
Permian Selous basin. Following an initial
technical evaluation, Dominion considers
that there is potential for oil and gas in the
area and that additional seismic data will
identify significant prospects. The start of
seismic acquisition is not imminent due
to environmental constraints. The First
Exploration Period expires in April 2010.
Dominion working interest 100%.
Dominion Petroleum Limited Annual Report 2009
04
Chairman’s and Chief Executive’s
Statement
05
Dominion Petroleum Limited Annual Report 2009
06
Annual Report 2009 Dominion Petroleum Limited
Democratic Republic of Congo which Dominion is committed to participate. The Company’s portfolio
Block 5 in the Democratic Republic of Congo A second well is planned in the Mandawa
(“DRC”) incorporates 7,447km2 of land and PSA area in 2010. In the Kisangire PSA area, of exploration assets has
lake areas. It lies to the west of and includes Dominion will participate in two wells to been sensibly managed,
part of Lake Edward and adjoins EA4B in be drilled in the future by partner and
Uganda where Dominion has carried out operator Heritage.
the balance sheet has been
exploration activity as operator since July strengthened, our financial
2007. Both blocks are part of the Albertine On 18 May 2009, the Minister for Energy and commitments have been
Rift system referred to in relation to Uganda Minerals in Tanzania granted extensions of
above. During the five year first phase of the 18 months to the Initial Exploration Periods
reduced, yet all the significant
PSA, Dominion and partners are committed for both the Mandawa and Kisangire licences, upside exposure remains.
to acquire at least 300km of seismic data extending the periods to December 2010.
and drill two exploration wells. The PSA is
renewable for two further five-year terms. Other
On 18 August 2009, Dominion announced
The PSA, signed in December 2007, gives the an agreement with BlueGold Capital Limited
three companies exclusive rights to explore (“BlueGold”) to provide the Company with
for petroleum. Dominion holds a 46.75% $10 million in new equity funds in return for:
participating interest through its subsidiary • 20% of the Company’s then issued share
Dominion Petroleum Congo SPRL, with capital, with anti-dilution protection in the
SOCO International plc (“SOCO”) subsidiary form of warrants;
SOCO Exploration and Production DRC SPRL • Settlement of the then prevailing
as operator holding 38.25% and State Oil default under the Notes; and
Company COHYDRO with the remaining 15% • Certain amendments to the Notes,
of the participating interest. including:
– Conversion of 50% of the outstanding
Tanzania Offshore principal amounts of both series into
In Block 7, Dominion has concluded the first common equity of the Company;
phase of interpretation of approximately – Deferral of the maturity of the
4,350km of 2D seismic acquired in late 2007 remaining outstanding principal from
and early 2008. The interpretation shows October 2010 to October 2012; and
several large structural closures (“prospects – Introduction of a Payment In Kind
and leads”) in water depths that are well option for future coupon payments.
within the capabilities of drill ships and
semi‑submersible rigs. On 3 November 2009, Dominion announced
that Andrew Cochran had been appointed
Tanzania Onshore as Chief Executive Officer (“CEO”). He was
On 6 March 2009, Dominion announced that previously Business Development Director at
the Mihambia-1 exploration well in Tanzania Salamander Energy PLC, a FTSE 250 oil and
was plugged and abandoned at a total depth gas company, of which he was a founder.
of 2,508m. The potential reservoir rocks in the
targeted Middle Jurassic Mihambia formation On 18 December 2009, Dominion announced
were poorly developed and water-bearing. Oil that Atul Gupta had joined the Board as a Non-
shows were noted from the deeper Nondwa Executive Director. Atul was CEO of Burren
Formation claystones, a predicted hydrocarbon Energy between 2006 and 2008.
source rock in the area.
Current trading and outlook seismic profile was acquired. These results Ratification of the Block 5 PSA
Uganda will support the layout and design of the
On 22 March 2010, Dominion announced 2D seismic programme and subsequent in the DRC and completion
an update of its operations (the “March exploration drilling. of the CPR for Block 7 in
Operations Update”), which in relation to
Uganda, confirmed that Dominion Uganda Democratic Republic of Congo
Tanzania are extremely positive
had signed a letter of intent with Oil and On 28 June 2010, Dominion announced developments for the Company.
Gas Exploration Cracow (“OGEC”) for a rig, an update of its operations (the “June Drilling the first ever well in the
subject to government approval, to drill the Operations Update”), which in relation to the
Ngaji (Silverback Gorilla) prospect in EA4B, Democratic Republic of Congo confirmed
Lake Edward basin (Uganda)
Dominion’s first exploration well in Uganda. that the Production Sharing Contract (“PSC”) was a significant operational
for Block 5 has been ratified by Presidential milestone and gave us very
Ngaji is a tilted-fault block structural closure Decree, the final step in the award of
with unrisked audited recoverable reserves of the block. valuable data on the basin.
over 100 MMbbl, chosen as the best location
to test the geology of the Ugandan side of The Block, operated by SOCO, is located
the Lake Edward Basin. at the southern end of the Albertine Rift
system and includes the DRC’s portion of
The Ngaji-1 well is the first exploration Lake Edward. During the initial five year
well ever to be drilled in the Lake Edward exploration period the Block 5 partnership
basin of the Albertine Rift. It is located in have committed to acquiring at least 300km
an area comparable to that of the Buffalo- of 2D seismic data and the drilling of two
Giraffe discovery referred to in the review exploration wells. The partners may seek to
of operations above. The results of the acquire 2D seismic this year in conjunction
well will not only assess the prospect, but with similar activities planned by Dominion in
primarily serve to evaluate the whole of the EA4B later in 2010.
basin’s hydrocarbon potential. Success will
lead to a rapid expansion of exploration and Tanzania Offshore
appraisal activity in EA4B and potentially the In the March Operations Update, Dominion
neighbouring Block 5 in the DRC. announced that Fugro Geoteam AS had been
awarded a contract to acquire ca. 1,000km2 of
On 22 June 2010, Dominion announced 3D seismic.
that the John-14 rig had been transported
without incident to the drilling site in May The Block 7 3D survey will focus on
and June. The well was spudded on 21 June Pre‑Tertiary structural and stratigraphic
2010, targeting a depth of 2,000m. prospects already identified from the existing
2D seismic. The survey has been specifically
The Company also announced that an designed to support further Amplitude
Environmental and Social Impact Assessment Variations with Offset (“AVO”) studies for
for a follow-on seismic programme has also Direct Hydrocarbon Indicator analyses.
been initiated for subsequent appraisal work Positive AVO responses on the 2D data have
on the acreage later in the year. been used to identify the prospects.
09
Dominion Petroleum Limited Annual Report 2009
10
Annual Report 2009 Dominion Petroleum Limited
The Company is now The survey should take approximately two In the March Operations Update, Dominion
months to acquire and another two to three announced that, in Mandawa, the partners
better positioned to realise months to process, interpret and analyse. were progressing operations for the Kianika-1
the value residing in its well, targeting recoverable resources of 77
Since the CPR was initiated, drilling in MMbbl in a structural closure. The well is
portfolio of “high impact” deepwater East Africa has proven some onshore and 200km south of Dar es Salaam.
exploration assets. elements of the Alpha play concept.
In particular, both the pre-tertiary In the June Operations Update, Dominion
(i.e. Cretaceous) and the oil potential of the confirmed that the Kianika‑1 well had
East African Margin as a whole have been spudded. The well is targeting a 77 MMbbl
de-risked. The current drilling in the area will oil or 264 Bcf gas prospect at a depth of
be watched closely by Dominion and factored ca. 9,000 feet with a 9% CoS.
into its analyses of Block 7 as, and when, more
information becomes available. In the September Operations Update, the
Company announced that the Kianika-1 well
The Anadarko Windjammer gas discovery, Tanzania Onshore continues to drill ahead and was at that date
offshore deepwater northern Mozambique, has On 15 February 2010, Dominion announced at a depth of approximately 1,690m.
been encouraging in that it demonstrates the that agreement in principle had been reached
presence of source rock capable of generating with Les Etablissements Maurel & Prom Other
significant volumes of hydrocarbons in this (“M&P”) to farm in to the Mandawa and On 1 March 2010, Dominion announced that
region, which was the predominant risk Kisangire PSAs subject to execution of final it has raised £32.7 million (approximately
associated with the offshore East African agreements, which were subsequently entered $50 million) through a placing of new
Margin prior to the discovery. into in July 2010. Parts of the agreements Ordinary Shares, which was approved at
are subject to certain conditions precedent, a Special General Meeting on 25 March
In the June Operations Update, Dominion including approval by the Tanzanian Ministry 2010, with a broad range of established
announced the results of a competent persons of Energy and Minerals and the Tanzanian institutional investors (“the Placing”).
report (“CPR”) on the first prospect in Block Petroleum Development Corporation.
7, offshore deep-water Tanzania. The “Alpha” As a result of the Placing, 654,880,000 new
prospect has a mean prospective resource of Under the final agreements, M&P has acquired: Ordinary Shares were issued to new and existing
1.104 Bbbl of oil or 7.069 Tcf of gas, based on • A 40% interest in the Mandawa PSA onshore shareholders at a price of 5 pence per share.
the CPR recently concluded by Energy Resource Tanzania, resulting in M&P owning 90%
Consultants Ltd. (“ERC”). ERC have risked the of the Mandawa licence and Dominion’s On 12 August 2010, the Company
prospect with a 12% Chance of Success (“CoS”) interest being reduced to 10%; and announced that it has appointed RBC Capital
as a whole (differing CoS for different objectives • An option over a 35% interest in the Markets as its Nominated Advisor and Joint
ranging from 9%–15% within Alpha); net risked Kisangire PSA onshore Tanzania (operated Broker with immediate effect.
mean resource: 134 MMbbl of oil or 848 Bcf. by Heritage Oil Tanzania Ltd., (“Heritage”)
Alpha is in water depths of ca. 4,000 feet and who have a 55% interest), reducing The new Dominion has successfully
represents multiple drilling objectives all the Dominion’s interest to 10%. responded to the challenges it faced. We are
way down to ca. 16,000 feet. extremely optimistic about the coming 12
In return, Dominion’s funding requirement months, during which time the Company has
The Alpha prospect was identified by the in respect of the Kianika-1 well on the the potential to deliver significant value to
existing 4,350km2 of 2D seismic coverage and is Mandawa licence has been reduced from its investors.
supported by AVO studies performed this year. 100% to 20% of the drilling costs and to 10%
This is only the first prospect in the block and the of associated expenses.
CPR work undertaken on Alpha was intended to
assist in planning the 3D seismic survey. In addition to approval by the Tanzanian
Government, the agreement is also subject Roger Cagle Andrew Cochran
On 20 September 2010 (the “September to certain other conditions, including the Chairman Chief Executive
Operations Update”), Dominion announced that assumption by M&P of the operatorship of
the 3D seismic survey had commenced. the Mandawa licence.
Dominion Petroleum Limited Annual Report 2009
12
Directors and Advisors
Hunton & Williams LLP Conyers Dill & Pearman Conyers Dill & Pearman
30 St. Marys Axe Clarendon House Romasco Place
London, EC3A 8EP 2 Church Street Wickhams Cay
Hamilton, HM CX Road Town, Tortola
13
Place of The Company is registered in Bermuda under the Companies Act 1981
Incorporation with the registered number 38082
14
Corporate Social Responsibility
Our responsibility to the local environment and its people
1. Abasayeeya (Abaapuntai nibeja kuriwa 2. Abakozi nibeija kuboneza ekirari eki 3. Akooma nikaija kutimba ebyiina
exirari (Oruhenda) barikwerinda amaju, kukirabasike by’okuteereramu amasasi (Obuganga)
berinde ebihingwa (Emisiri)
4. Abakozi nibeija, kutimba obwoma 5. Ab’ebyasayansi nibeija kubarura 6. Ahu kirayetengyese, ebihingirwe
bwokuhurira okutengyeeta (Geophone obuganga obubaratekye omubwina reero ebirasisikare nibiija okushashurwa esente
vibration sensors) bahadikye okutengyeeta okurabeho ezateirweho amateeka ga gavumenti
yebicweka
Dominion Petroleum Limited Annual Report 2009
16
Our People
17
18
Annual Report 2009 Dominion Petroleum Limited
Financial Statements 19
Contents
Financial Statements
20 Directors’ Report
24 Statement of Directors’ Responsibilities
25 Corporate Governance
26 Directors’ Remuneration Report
27 Independent Auditors’ Report
28 Consolidated Statement of Comprehensive Income
29 Consolidated Statement of Financial Position
30 Consolidated Cash Flow Statement
31 Consolidated Statement of Changes in Equity
32 Notes forming part of the Financial Statements
Dominion Petroleum Limited Annual Report 2009
Directors’ Report
For the year ended 31 December 2009
The Directors present their annual report on the affairs of the Group, together with the financial statements and auditors’ report, for the
20 year ended 31 December 2009.
Principal activity
The Parent Company is incorporated in Bermuda. The Group operates through subsidiary companies, details of which are set out in note 13
to the financial statements. The Group’s principal activity is to explore for and develop oil and gas projects, primarily in East and Central
Africa. The Group’s focus is in two main regions: Uganda, where the Group has a PSA with the Government of Uganda; and Tanzania, where it
has one offshore and three onshore PSAs in respect of five exploration licences covering a total area of approximately 12 million acres. The
Group also has an interest in the DRC where the Group has signed a PSA with the Government, although the agreement is not yet effective,
pending the issuance of a Presidential Decree.
Dividends
The Directors will not be recommending payment of a dividend.
Exploration risk
The exploration for and development of hydrocarbons is speculative and involves a high degree of risk. These risks include the uncertainty
that the Group will discover sufficient oil or gas to exploit commercially.
Currency risk
The Group reports its results in US dollars. Expenditure may be incurred in US dollars, GB pounds, Tanzanian shillings or Ugandan shillings.
Any changes in the relative exchange rates between these currencies could positively or negatively affect the Group’s results. It is Group
policy not to hedge against exchange rate risk.
Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt
instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
In March 2010, the Group announced a £32.7 million placing of new shares which will provide the funding required over the next 12 months
to explore and develop its licences.
Financial Instruments
Details of the use of financial instruments by the Company and its subsidiary undertakings are contained in note 3 to the financial statements.
Annual Report 2009 Dominion Petroleum Limited
Directors’ interests
The Directors who served during the year and their interests in the shares of the Company were as follows: 21
31 December 31 December
2009 % of issued 2008 % of issued
Number share capital Number share capital
1 Non-Executive Directors.
Michael Garland’s interest includes 7,209,494 Common Shares over which options have been granted to KCA Associates, a Company owned
by Kenneth Ambrecht. Andrew Robinson’s interests include 7,786,000 Common Shares over which options have been granted to KCA
Associates. Kenneth Ambrecht also has options over a further 13,340,054 shares held by certain other shareholders.
Rob Shepherd received an additional 4,096,141 shares on 21 August 2009 as part of his employment arrangements.
In addition to the above the Directors held the following interests in options in the shares of the Company:
31 December 31 December
2009 2008
Number Number
1 Non-Executive Directors.
Substantial shareholdings
22 As of 31 August 2010, in addition to the Directors identified previously, the following shareholders had been notified to the Company as
being interested in 3% or more of the Company’s Common Shares outstanding:
Number %
Going concern
On 1 March 2010, the Company announced that it had raised £32.7 million (approximately $50 million) through a planned placing of new
Ordinary Shares with a broad range of established institutional investors. The money raised from the placing will be applied towards funding
Dominion Petroleum’s drilling programme in Exploration Area 4B in Uganda as well as acquiring seismic in the emerging East African margin
play of Offshore Tanzania’s Block 7.
As a result of the placing, the Group currently has sufficient working capital to fund its planned work programme for the next 12 months.
Dominion’s HSE policy is supported by commitment from the Board which receives updates on HSE activities and statistics. The HSE policy
states that the Group is committed to ensure:
>> the safety and health of our employees and people who could be impacted by our activities;
>> the protection of the environment in which we work; and
>> respect for the communities in which we operate.
The Group’s HSE policy requires the continued development of a strong HSE culture throughout the organisation. To support this goal, HSE
is maintained as a top priority within the Group.
Auditors
As far as each of the Directors is aware, at the time this report was approved: 23
>> there is no relevant information of which the auditors are unaware; and
>> they have taken all steps that ought to have been taken to make themselves aware of any relevant audit information and to establish that
the auditors are aware of that information.
BDO LLP has expressed its willingness to continue in office and a resolution to reappoint them will be proposed at the forthcoming Annual
General Meeting.
In return for these additional interests being acquired by M&P, Dominion’s funding requirement in respect of the Kianika-1 well on the
Mandawa licence will be reduced from 100% to 20% of the drilling costs and to 10% of associated expenses. In addition, M&P’s interest in the
Mandawa licence will rise to 100% upon the Government of Tanzania agreeing that exploration expenses incurred on other licences can be
carried over to the Mandawa licence. At this point, all of Dominion’s costs relating to the Kianika-1 well on the Mandawa licence will also be
reimbursed. Dominion will retain a 10% interest in all profits earned from the Mandawa licence.
On 1 March 2010, the Company announced that it had raised £32.7 million (approximately $50 million) through a planned placing of new
Ordinary Shares with a broad range of established institutional investors. As a result of the placing, 654,880,000 new Ordinary Shares were
issued to new and existing shareholders at a price of 5 pence per share.
The money raised from the placing will be applied towards funding Dominion Petroleum’s drilling programme in Exploration Area 4B in
Uganda as well as acquiring seismic in the emerging East African margin play of Offshore Tanzania’s Block 7.
R. Shepherd
Director
Dominion Petroleum Limited Annual Report 2009
The Directors are, amongst other things, responsible for preparing the Annual Report and the financial statements in accordance with
24 applicable law and regulations.
The Directors are responsible for preparing the annual report and the financial statements in accordance with the Bermuda Companies Act
1981. The Directors are also required to prepare financial statements for the Group in accordance with International Financial Reporting
Standards as adopted by the European Union (“IFRSs”) and the rules of the London Stock Exchange for companies trading securities on the
Alternative Investment Market.
International Accounting Standard 1 requires that financial statements present fairly for each financial year the Group’s financial position,
financial performance and cash flows. This requires the faithful representation of the effects of transactions, other events and conditions in
accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the International Accounting
Standards Board’s “Framework for the preparation and presentation of financial statements”. In virtually all circumstances, a fair
presentation will be achieved by compliance with all applicable IFRS.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position
of the Group and enable them to ensure that the financial statements can be appropriately prepared. They are also responsible for
safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Company website
Financial information is published on the Company’s website. The maintenance and integrity of this website is the responsibility of the
Directors; the work carried out by the Auditors does not involve consideration of these matters and, accordingly, the Auditors accept no
responsibility for any changes that may occur to the financial statements after they are initially presented on the website.
Annual Report 2009 Dominion Petroleum Limited
Corporate Governance
For the year ended 31 December 2009
The Board recognises the importance of sound corporate governance and its policy is to ensure that the Group adopts policies and procedures
which reflect such of the principles of Good Governance and Code of Best Practice as published by the Committee on Corporate Governance 25
(commonly known as the Combined Code) as are appropriate to the Company’s size on the Alternative Investment Market (“AIM”).
The Board intends to meet at least four times a year and comprehensive papers are intended to continue to be prepared and issued prior to
each meeting. These include regular business and financial progress reports and discussion documents regarding specific matters. Certain
matters are reserved for the Board.
All Directors are permitted access to independent professional advice in the course of the execution of their duties, at the Company’s expense.
No formal nominations committee has been established. All appointments to the Board of both Executive and Non-Executive Directors are
considered by the Board as a whole.
The Board has established, and operates a policy of continuous review and development of, appropriate financial controls consistent with
the Group accounting policies. The Board does not consider an internal audit function appropriate given the current size of the Group.
Board committees
The Group has established an audit committee and a remuneration committee with formally delegated duties and responsibilities.
Audit Committee
The Audit Committee is chaired by Roland Wessel, determines the terms of engagement of the Company’s auditors and determines, in
consultation with the auditors, the scope of the audit. The Audit Committee will receive and review reports from management and the
Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the
Group. The Audit Committee has unrestricted access to the Company’s auditors. Atul Gupta is a member of the Audit Committee.
In order to safeguard the objectivity and independence of the Group’s external auditors, the Audit Committee reviews and monitors the
nature and extent of any non-audit services undertaken by the external auditors.
Remuneration Committee
For details regarding the Remuneration Committee, refer to the Directors’ Remuneration Report.
Whilst the Company is not required to present a Directors’ remuneration report, as it is not subject to the Listing Rules of the Financial
26 Services Authority nor the requirements of the UK Directors’ Remuneration Report Regulations 2002, it has disclosed here certain
information about Directors’ remuneration policies and emoluments.
Remuneration Committee
The Remuneration Committee, chaired by Dennis Crema, reviews the scale and structure of the Executive Directors’ and senior employees’
remuneration and the terms of their service or employment contracts, including share option schemes and other bonus arrangements. The
remuneration and terms and conditions of appointment of the Non-Executive Directors will be set by the entire Board. Roland Wessel and
Justin Burley are members of the Remuneration Committee.
The Board complies with Rule 21 of AIM Rules relating to Directors’ dealings as applicable to AIM companies and will also take all reasonable
steps to ensure compliance by the Group’s applicable employees.
Executive Directors’ remuneration is determined on behalf of the Board by the Remuneration Committee (after reviewing publicly available
information concerning the remuneration scales of other similar companies). The remuneration of the Non-Executive Directors is
determined by the Board as a whole.
None of the Directors participates in any discussion or votes on any proposal relating to his own remuneration. The Group’s policy is to
remunerate the Group’s senior executives fairly in such a manner as to facilitate the recruitment, retention and motivation of suitably
qualified personnel.
The Remuneration Committee has recently engaged an external consultant to review the adequacy of the current remuneration package
and to develop both short- and long-term incentive plans for the Directors.
Annual Report 2009 Dominion Petroleum Limited
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International
Standards on Auditing (UK and Ireland).
We report to you our opinion as to whether the financial statements give a true and fair view in accordance with applicable law and IFRS as
adopted by the European Union.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements.
The other information comprises only the Chairman’s and Chief Executive’s Statement, Directors’ Report, Statement of Directors’
Responsibilities, Corporate Governance Statement and Directors’ Remuneration Report. We consider the implications for our report
if we become aware of any apparent misstatements within it. Our responsibilities do not extend to any other information.
Our report has been prepared pursuant to the requirements of our engagement letter dated 20 January 2010 and for no other purpose. No
person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of
our engagement letter or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility
for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide
us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused
by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in
the financial statements.
Opinion
In our opinion the Group financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union, of the
state of the Group’s affairs as at 31 December 2009 and of its loss for the year then ended.
BDO LLP
Chartered Accountants
London
United Kingdom
30 April 2010
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC 305127).
Dominion Petroleum Limited Annual Report 2009
Consolidated Statement of
Comprehensive Income
For the year ended 31 December 2009
2009 2008
28 Notes $’000 $’000
Administrative expenses
Share-based payments 17 (2,122) (3,193)
Litigation costs 5 – (7,738)
Other administrative expenses (8,180) (9,038)
Total Administrative expenses (10,302) (19,969)
Consolidated Statement of
Financial Position
For the year ended 31 December 2009
2009 2008
Notes $’000 $’000
29
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 11 474 665
Oil and gas exploration expenditure 12 65,839 55,503
66,313 56,168
CURRENT ASSETS
Receivables 14 971 3,647
Inventory 255 –
Cash and cash equivalents 15 4,706 4,497
5,932 8,144
TOTAL ASSETS 72,245 64,312
NON-CURRENT LIABILITIES
Convertible loan notes 18 27,110 –
27,110 –
CURRENT LIABILITIES
Convertible loan notes 18 – 50,049
Trade and other payables 19 3,564 5,345
Current tax payable 64 63
3,628 55,457
2009 2008
30 $’000 $’000
INVESTING ACTIVITIES
Interest received 40 25
Oil and gas exploration expenditure (3,581) (20,728)
Reimbursement of past exploration costs 1,219 4,342
Proceeds from disposal of plant and equipment 35 –
Acquisition of property, plant and equipment (27) (488)
CASH USED IN INVESTING ACTIVITIES (2,314) (16,849)
FINANCING ACTIVITIES
Costs of re-financed convertible loan notes (830) –
Issue of Ordinary Share capital (net of issue costs) 9,617 800
Payment made for forfeit of options – (199)
CASH FLOW FROM FINANCING ACTIVITIES 8,787 601
Equity
Convertible
Debt Share-based Currency
attributable
to owners Non-
31
Share option Share payments translation Retained of the controlling Total
Capital reserve premium reserve reserve earnings parent Interests equity
$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000
At 1 January 2008 17 16,884 16,026 16,704 (23) (30,239) 19,369 (9) 19,360
Total comprehensive income for the year – – – – (116) (20,712) (20,828) (51) (20,879)
Issue of share capital (net of issue costs) – – 6,564 – – – 6,564 – 6,564
Share-based payments – – – 4,009 – – 4,009 – 4,009
Cash-settled options – – – (199) – – (199) – (199)
At 31 December 2008 17 16,884 22,590 20,514 (139) (50,951) 8,915 (60) 8,855
At 1 January 2009 17 16,884 22,590 20,514 (139) (50,951) 8,915 (60) 8,855
Total comprehensive income for the year – – – – (41) (10,446) (10,487) (60) (10,547)
Issue of share capital (net of issue costs) 20 – 40,613 505 – – 41,138 – 41,138
Share-based payments (note 17) – – – 1,594 – – 1,594 – 1,594
Equity portion of convertible loan note – (7,975) – – – 8,442 467 – 467
At 31 December 2009 37 8,909 63,203 22,613 (180) (52,955) 41,627 (120) 41,507
The following describes the nature and purpose of each reserve within owners’ equity:
1 Accounting Policies
32 Basis of preparation
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting
Standards and Interpretations (“collectively IFRS”) issued by the International Accounting Standards Board (“IASB”) as adopted by the
European Union (“adopted IFRSs”), and are in accordance with IFRS as issued by the IASB.
The consolidated financial statements have been prepared on the historical cost basis, as modified by the revaluation of property, plant and
equipment, available for sale financial assets, and financial assets and liabilities, including derivative financial instruments, at fair value
through profit or loss.
The preparation of financial statements in compliance with IFRS requires the use of certain critical accounting estimates. It also requires
Group management to exercise judgement in the most appropriate application in applying the Group’s accounting policies. The areas
where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in note 2.
Going concern
On 1 March 2010 the Company announced that it had raised £32.7 million (approximately $50 million) through a planned placing of new
Ordinary Shares with a broad range of established institutional investors. The money raised from the placing will be applied towards funding
Dominion Petroleum’s drilling programme in Exploration Area 4B in Uganda as well as acquiring seismic in the emerging East African margin
play of Offshore Tanzania’s Block 7.
As a result of the placing, the Group currently has sufficient working capital to fund its planned work programme for at least the next
12 months, and the Directors have concluded that the going concern basis of preparing the accounts is appropriate.
IFRS 8 Operating Segments: IFRS 8 requires an entity to adopt a “management approach” in the identification of its operating segments and
its reporting on their financial performance. Generally, the information to be reported would be what management uses internally for
evaluating segment performance and deciding how to allocate resources to operating segments. Such information may be different from
that used to prepare the income statement and balance sheet. The Standard also requires an explanation of the basis on which the segment
information is prepared and reconciliations to the amounts recognised in the income statement and balance sheet. The adoption of IFRS 8
has not resulted in a change to the Group’s reportable segments.
Amendment to IAS 23 Borrowing Costs: This Amendment removes the option to immediately recognise as an expense borrowing costs that
relate to the construction of qualifying assets (assets that take a substantial period of time to get ready for use or sale). Instead, an entity will
be required to capitalise borrowing costs whenever the conditions for capitalisation are met. The provisions of this Amendment are
applicable to borrowing costs relating to qualifying assets for which the commencement date for capitalisation is on or after the effective
date of the Amendment. The adoption of this amendment has not resulted in a change to the Group’s accounting treatment of borrowing
costs. The Group has historically adopted a policy of capitalising borrowing costs.
(b) The following new standards, interpretations and amendments, also effective for the first time from 1 January 2009, have not had a
material effect on the financial statements:
>> Amendment to IFRS 2 Share-based Payment: Vesting Conditions and Cancellations – 1 January 2009.
>> Amendments to IAS 32 and IAS 1 Puttable Financial Instruments and Obligations Arising on Liquidation – 1 January 2009.
>> Amendments to IFRS 1 and IAS 27 Cost of an Investment in a subsidiary, jointly-controlled entity or associate – 1 January 2009.
>> Improving Disclosures about Financial Instruments (Amendments to IFRS 7) – 1 January 2009.
>> Improvements to IFRSs (2008) – 1 January 2009.
>> IFRIC 15 Agreements for the Construction of Real Estate – 1 January 2009.
>> Embedded Derivatives (Amendments to IFRIC 9 and IAS 39) – 30 June 2009.
>> Revised IFRS 3 Business Combinations – 1 July 2009.
>> Amendments to IAS 27 Consolidated and Separate Financial Statements – 1 July 2009.
>> Amendment to IAS 39 Financial Instruments: Recognition and Measurement: Eligible Hedged Items Statements – 1 July 2009.
Annual Report 2009 Dominion Petroleum Limited
Revenue recognition
Future sales revenues will represent the sales value, net of VAT and overriding royalties, of the sales of oil/gas. Revenue will be recognised
when goods are delivered and title has passed.
Basis of consolidation
The consolidated financial information incorporates the results of the Group as at 31 December 2009.
Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business
so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the
Company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between Group
companies are therefore eliminated in full.
Business combinations
The consolidated financial statements incorporate the results of business combinations using the purchase method of accounting. In the
consolidated balance sheet, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values
at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which
control is obtained.
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the asset’s
cash-generating unit (i.e. the lowest Group of assets in which the asset belongs for which there are separately identifiable cash flows).
Impairment charges are included in the administrative expenses line item in the consolidated income statement, except to the extent they
reverse gains previously recognised directly in equity. An impairment loss recognised for goodwill is not reversed.
Foreign currency
The functional and presentational currency of Group companies is US dollars, except for Dominion Petroleum Administrative Services
Limited, whose functional currency is UK sterling. Transactions entered into by Group entities in a currency other than the currency of the
primary economic environment in which they operate (their “functional currency”) are recorded at the rates ruling when the transactions
occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the balance sheet date. Exchange differences
arising on the retranslation of unsettled monetary assets and liabilities are recognised immediately in the consolidated income statement.
On consolidation, the results of overseas operations are translated into US dollars at rates approximating to those ruling when the
transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are
translated at the rate ruling at the balance sheet date. Exchange differences arising on translating the opening net assets at opening rate
and the results of overseas operations at actual rate are recognised directly in equity (the “currency translation reserve”).
Dominion Petroleum Limited Annual Report 2009
Segment results and total assets include items directly attributable to a segment as well as those that can be allocated on a reasonable
basis. Unallocated items comprise mainly head office assets and expenses and capitalised borrowing costs.
Financial assets
The Group’s loans and receivables comprise other receivables and cash and cash equivalents in the balance sheet. Cash and cash equivalents
include cash in hand and deposits held on call with banks. Any interest earned is accrued monthly and classified as interest. Other
receivables are stated at cost less any impairment losses.
Financial liabilities
The Group classifies its financial liabilities into one of two categories, depending on the purpose for which the liability arose.
>> Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently recognised at
amortised cost using the effective interest rate method.
>> Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity component. At the
date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible
debt. The difference between the proceeds from issue of the convertible loan notes and the fair value attributed to the liability
component, representing the embedded option to convert the liability into equity of the Group, is included in equity (Convertible debt
option reserve). The financial liability component is subsequently carried at amortised cost using the effective interest rate method and
is accreted up to the redemption amount each year.
Share capital
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability.
The Company’s Common Shares are classified as equity instruments. These are recorded at the proceeds received net of direct issue costs.
Borrowing costs
Interest incurred on the convertible loan notes used to fund the Group’s exploration expenditure is capitalised as part of its oil and gas
exploration assets. The Group does not incur any other interest costs that qualify for capitalisation under IAS 23 “Borrowing costs”.
The renegotiation of terms of the Series A & B Loan Notes, following the refinancing on 13 August 2009, required adjustment of the financial
liability to take account of the change in the present value of future cash flows. The change of terms did not result in a substantial
modification of terms of an existing financial liability (as defined by IAS 39 para 40). The carrying value of the remaining liability is being
amortised over the revised remaining term of the Loan Notes, the charge being included in borrowing costs capitalised (see note 12).
Share-based payments
Where equity settled share options are awarded to employees, the fair value of the options at the date of grant is charged to the
consolidated income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of
equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options
granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are
satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to the consolidated income statement over the remaining vesting period.
Warrants
Warrants issued as part of share subscriptions are treated as equity instruments. The initial proceeds from the share subscriptions (units
consisting of share and warrants) are allocated to share capital, share premium and warrant reserve in accordance to their relative fair values.
The warrants issued to BlueGold as part on the refinancing of 13 August 2009 have been valued using the Black-Scholes option pricing model.
Annual Report 2009 Dominion Petroleum Limited
Proceeds from the full or partial disposal of a property where commercial reserves have not been established are credited to the relevant
cost centre. Only if there is a surplus in the cost centre are any of the proceeds credited to income.
A gain or loss on disposal of an interest in a field where commercial reserves have been established is recognised to the extent that the net
proceeds exceed or are less than the appropriate portion of the net capitalised costs of the field or property.
Deferred taxation
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax
base, except for differences arising on:
>> the initial recognition of goodwill;
>> the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
>> investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference
and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the
difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the balance sheet date
and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
>> the same taxable Group company; or
>> different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the
liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled
or recovered.
Freehold land is not depreciated. Depreciation is provided on all other items of property, plant and equipment to write off the carrying value
of items over their expected useful economic lives. It is applied at the following rates:
Inventories
Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of
purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Provisions
Provisions are recognised for liabilities of uncertain timing or amount that have arisen as a result of past transactions and are discounted at a
pre-tax rate reflecting current market assessments of the time value of money and the risks specific to the liability.
Dominion Petroleum Limited Annual Report 2009
Management is required to test, where indicators of impairment exist, whether the carrying value of intangible assets has suffered any
impairment. For the purposes of assessing Value in Use, valuation models are used to estimate the present value of future cash flows from
the risked portfolio of oil and gas resources. The calculation of a risked present value is based on a number of assumptions which may be
subject to change and are inherently uncertain. The key assumptions are: estimates of oil and gas resources; the probability of a successful
discovery of oil and gas reserves; the costs required to explore for and develop any successful discovery; the discount rate applicable to the
activity; future oil and gas prices. The Directors assess the carrying value based on the most recently available technical and market data,
and make judgements about future circumstances in respect of each assumption.
The resulting valuation is then compared to the carrying value and an impairment charge made for any shortfall.
The Company believes that its accruals for tax liabilities are adequate for all open audit years based on its assessment of many factors
including past experience and interpretations of tax law. This assessment relies on estimates and assumptions and may involve a series of
complex judgements about future events. To the extent that the final tax outcome of these matters is different than the amounts recorded,
such differences will impact income tax expense in the period in which such determination is made.
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the
Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative
information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the
Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to
measure them from previous periods unless otherwise stated in this note.
Annual Report 2009 Dominion Petroleum Limited
The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group’s
competitiveness and flexibility. Further details regarding these policies are set out below:
Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions for banks and financial institutions,
only independently rated parties with minimum rating “A” are accepted.
Foreign exchange risk also arises when individual Group entities enter into transactions denominated in a currency other than their
functional currency. Where it is considered the risk to the Group is significant, Group treasury will enter into a matching forward contract
with a reputable bank.
The Group’s policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency. Where Group
entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to
settle them) cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group. In order to
monitor the continuing effectiveness of this policy, the Board receives a monthly forecast, analysed by the major currencies held by the
Group, of liabilities due for settlement and expected cash reserves.
The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this
aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 180 days. The Group also
seeks to reduce liquidity risk by fixing interest rates (and hence cash flows) on its long-term borrowings, this is further discussed in the
“interest rate risk” section above.
The Board receives rolling 12-month cash flow projections on a monthly basis as well as information regarding cash balances.
The liquidity risk of each Group entity is managed centrally by the Group treasury function. Each operation has a facility with Group treasury,
the amount of the facility being based on budgets. The budgets are set locally and agreed by the Board in advance, enabling the Group’s
cash requirements to be anticipated. Where facilities of Group entities need to be increased, approval must be sought from the Group
Finance Director. Where the amount of the facility is above a certain level agreement of the Board is needed. For details of the maturity of
borrowings, see note 18.
Dominion Petroleum Limited Annual Report 2009
The capital employed by the Group is comprised of equity attributable to shareholders of $41.6 million (2008: $8.9 million) and convertible
debt of $27.1 million (2008: $50.0 million).
The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and makes adjustments to it
in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Board reviews the management of
capital on a regular basis.
4 Revenue
The Group did not have any revenue during the year.
6 Staff costs
2009 2008
$’000 $’000
2009 2008
$’000 $’000
Included in the above are the following amounts paid to Directors as compensation for loss of office: Michael Garland $493,750; Justin Dibb
$189,026 and Andrew Robinson $163,262.
Included in the share-based payments charge for Directors is the fair value of shares awarded to Rob Shepherd of $528,812 under the terms
of his employment contract. The shares were valued at the closing market price on the date of award.
7 Segmental Reporting
Segmental analysis of administrative and finance expenses, total assets and capital expenditures for the Group’s main areas of activity are
set out below. Administrative expenses and expensed finance costs comprise the segmental results at the Group’s stage of operations.
Group/corporate assets relate to working capital in the Group’s Bermudan and UK entities and borrowing costs capitalised in line with the
Group’s accounting policies.
Finance costs
Foreign exchange loss (183) (181)
Other finance costs (10) (542)
Finance costs recognised in loss for the year (193) (723)
Finance income
Interest received on bank deposits 40 25
Finance income recognised in loss for the year 40 25
The current standard rate of Corporation Tax in Bermuda is 0%. The income tax charge relates to the UK subsidiary and there is no difference
between the actual tax charge and the standard rate of corporation tax in the UK. The Group has tax losses of $26.5 million (2008: $23.3 million)
available to carry forward and offset against future taxable profits. No deferred tax asset has been provided due to the inherent uncertainty of
the timing of future profits.
Numerator
Loss for the year attributable to the equity holders of the parent (10,446) (20,712)
Denominator
Number of shares 591,504,120 427,332,738
The potential Common Shares are not dilutive. The number of potential shares excluded on the grounds that they are non-dilutive is
402,631,172 (2008: 54,582,083).
Annual Report 2009 Dominion Petroleum Limited
Cost
At 1 January 2008 442 68 30 – 540
Additions – 223 198 67 488
Disposals (92) – – – (92)
Accumulated depreciation
At 1 January 2008 41 17 12 – 70
Charge for the period 46 73 62 20 201
Disposals – – – – –
The Group’s freehold property was purchased in 2007. The Directors are of the opinion that the market value of the property has not
changed significantly during the year.
Cost
At 1 January 2008 26,762
Additions 34,302
Disposals (5,561)
Additions for the year include capitalised borrowing costs totalling $9.3 million (2008: $9.6 million) as shown in note 18.
Dominion Petroleum Limited Annual Report 2009
2009 2008
$’000 $’000
14 Receivables
2009 2008
$’000 $’000
The Directors consider that the carrying amount of receivables approximates their fair value.
Amounts due from joint venture partners represent receivables due from the non-operating partners for their share of costs incurred on
jointly controlled assets.
The amounts due from Directors relate to Michael Garland ($31,753) and Justin Dibb ($27,400). Justin Dibb has settled his liability
subsequent to the year end.
16 Share capital
Authorised
2009
$
2008
$
43
250,000,000,000 Common Shares of $0.00004 each 10,000,000 10,000,000
2009 2009 2008 2008
Issued and fully paid Number $ Number $
Number $ Number $
Warrants
The Company has issued the following warrants:
The fair values of warrants granted in prior periods have been calculated using a binomial option pricing model that takes into account
factors specific to share incentive plans such as the vesting periods, the expected divided yield on the Company’s shares and expected
exercise of share warrants. The volatility used in the calculations is based on past share movements and is estimated at 50%. Risk free
investment rates of 5.03% have been used. The fair value of warrants granted in prior periods is charged over the vesting period, reflecting
the terms of the agreement.
Warrants issued during the year comprised 154,014,888 to BlueGold as part of the refinancing agreement. The fair value of these warrants,
using the Black-Scholes model, a fully diluted share price at issue of 2.08 pence, volatility of 67% and risk free investment rate of 2.0%, was
calculated at $504,695. These warrants are exercisable immediately and the full amount was charged against the share premium reserve.
The weighted average exercise price of all the warrants outstanding as at 31 December 2009 was 11 pence (2008: 22 pence).
17 Share-based payments
44 During the year ended 31 December 2009, the Company had the following share-based payment arrangements as follows:
The estimated fair value of each share option granted in the general employee share option plan is £0.0715. This was calculated by applying
a Black-Scholes option pricing model. The model inputs were the share price at grant date of £0.27, exercise price of £0.27, expected
volatility of 30%, no expected dividends, contractual life of five years, and a risk free interest rate of 4.75%. To allow for the effects of early
exercise, it was assumed that the employees would exercise the options on average after three years. As the Company was listed during
2006, there was no historical volatility and therefore an average of comparative listed entities was considered.
As part of the BlueGold refinancing, 32.3 million options were repriced at an exercise price of 15.7 pence. This repricing gave rise to an
additional share-based payment charge of $295,093 which has been fully expensed in the year because the options had fully vested at
the date of repricing.
The estimated fair value of each share option granted in the general employee share option plan is £0.144. This was calculated by applying a
binomial option pricing model. The model inputs were the share price at grant date of £0.29, exercise price of £0.29, expected volatility of
65%, no expected dividends, contractual life of five years, and a risk free interest rate of 5.24%.
As part of the BlueGold refinancing, 1.2 million options were repriced at an exercise price of 15.7 pence. This repricing gave rise to an
additional share-based payment charge of $13,799 which has been fully expensed in the year because the options had fully vested at
the date of repricing.
The estimated fair value of each share option granted in the general employee share option plan is £0.0984. This was calculated by applying
a binomial option pricing model. The model inputs were the share price at grant date of £0.19, exercise price of £0.19, expected volatility of
65%, no expected dividends, contractual life of five years, and a risk free interest rate of 5.24%.
As part of the BlueGold refinancing, 10.5 million options were repriced at an exercise price of 15.7 pence. This repricing gave rise to an
additional share-based payment charge of $43,587, $19,434 of which has been expensed in the year. The remainder will be charged over
the remaining vesting period.
Further details of movements in relation to all options granted under the employee share option plan are as follows:
2009 2008
Weighted average Weighted average
Options exercise price Options exercise price
Outstanding at start of year 49,416,850 £0.19 to £0.29 40,974,227 £0.27 and £0.29
Granted during the period – – 11,422,566 £0.19
Forfeited during the period – – 2,979,943 £0.27
Exercised during the period – – – –
Outstanding at year-end 49,416,850 £0.16 to £0.27 49,416,850 £0.19 to £0.29
Exercisable at year-end 37,994,284 £0.16 to £0.27 36,742,022 £0.27
The options outstanding at 31 December 2009 had an exercise price of between £0.16 and £0.27 (2008: £0.19 and £0.29), and a weighted
average remaining contractual life of 2.3 years (2008: 3.5 years).
Annual Report 2009 Dominion Petroleum Limited
2009 2008
$’000 $’000
The proceeds received from the issues of the Convertible Loan Notes were split between the liability element and an equity component,
representing the fair value of the embedded option to convert the liability into equity of the Company. The fair value of the liability
component included in non-current borrowings at inception was calculated using a market interest rate for an equivalent instrument
without conversion option. The discount rate applied was 22%.
As at 31 December 2008, the Company was in default under the terms of the Convertible Loan Note for non-payment of interest for the final
quarter. As a result, the full remaining liability became payable on demand and was disclosed as a current liability.
A loan restructuring arrangement was agreed with existing Noteholders and BlueGold Capital Limited on 13 August 2009. Under the
amended terms, the existing loan default for interest payments from 1 October 2008 to 30 June 2009 was settled by the issue of 72,734,677
shares in the Company. The fair value of the shares issued was measured by reference to the value of the unpaid interest. 50% of the
outstanding principal of Series A and B loan notes was converted into common equity of the Company with the issue of 312,249,778 shares
at 5.5 pence. No gain or loss was recognised on the conversion. The maturity date of the remaining 50% was deferred until 2 October 2012
and, additionally, a payment in kind (“PIK”) option was introduced for coupon payments from 1 July 2009.
The change in terms of the remaining loan notes was not assessed to be substantially different and, therefore, no gain or loss was recognised.
During the period from 1 July to 31 December 2009, interest payable on the convertible loans was settled by way of issue of PIK loan notes.
The new loan notes were split between the liability element and an equity component, representing the fair value of the embedded option
to convert the liability into equity of the Company. The fair value of the liability component included in non-current borrowings at issue date
was calculated using a market interest rate for an equivalent instrument without conversion option. The discount rate applied was 22%. The
equity component of the new PIK loans issued has been transferred to the convertible loan note reserve.
Dominion Petroleum Limited Annual Report 2009
The maturity analysis of the Convertible Loan Notes based on undiscounted contractual cash flows is as follows:
2009 2008
$’000 $’000
The maturity analysis above assumes that the Company settles quarterly interest charges in cash on the due date. If the Company elects to
issue PIK notes in lieu of paying the interest, the amount repayable on 2 October 2012 would be $41.5 million.
2009 2008
$’000 $’000
The carrying values of trade and other payables are denominated in the following currencies:
2009 2008
$’000 $’000
2009 2008
$’000 $’000
20 Operating Leases
The Group occupies leased office premises in each country in which it operates. The total future value of minimum lease payments is due
as follows:
2009 2008
$’000 $’000
Lease rentals paid to CEAL, a company of which Anthony Knaggs, a Director of Dominion Uganda Limited, a
subsidiary company, is a Director. 33 22
In return for these additional interests being acquired by M&P, Dominion’s funding requirement in respect of the Kianika-1 well on the
Mandawa licence has been reduced from 100% to 20% of the drilling costs and to 10% of associated expenses. Dominion will retain a 10%
interest in all profits earned from the Mandawa licence.
On 1 March 2010 the Company announced that it had raised £32.7 million (approximately $50 million) through a planned placing of new
Ordinary Shares with a broad range of established institutional investors. As a result of the placing, 654,880,000 new Ordinary Shares was
issued to new and existing shareholders at a price of 5 pence per share.
The money raised from the Placing is being applied towards funding Dominion Petroleum’s drilling programme in Exploration Area 4B in
Uganda as well as acquiring seismic in the emerging East African margin play of Offshore Tanzania’s Block 7.
23 Capital commitments
At 31 December 2009, expenditure contracted for but not provided in the financial statements amounted to $370,000 (2008: $nil).
Dominion Petroleum Limited Annual Report 2009
Notes
48
Dominion Petroleum Limited Annual Report 2009
Contents
Overview
01 Highlights
02 At a Glance
04 Chairman’s and Chief Executive’s Statement
12 Directors and Advisors
14 Corporate Social Responsibility
16 Our People
19 Financial Statements
Dominion Petroleum Limited Annual Report 2009
www.dominionpetroleum.com
Group Head Office:
Dominion Petroleum Limited
Clarendon House
2 Church Street
Hamilton
Bermuda
HM11