Union Jack Oil plc
Annual Report and
Financial Statements
for the eleven month period
ending 31 December 2012
Directors, Officers and Advisers
DIRECTORS
David Bramhill
Executive Chairman
Joseph O’Farrell
Executive
Martin Durham
Non-Executive
William O’Dea
Non-Executive
COMPANY OFFICE
6 Charlotte Street,
Bath BA1 2NE,
England
Telephone: +44 (0) 1225 428139
Fax:
+44 (0) 1225 428140
Email: office@unionjackoil.com
Web: www.unionjackoil.com
REGISTERED NUMBER
07497220
SECRETARY AND
REGISTERED OFFICE
Brian Marshall
6 Charlotte Street,
Bath BA1 2NE,
England
SOLICITORS
Osborne Clarke
2 Temple Back East,
Temple Quay,
Bristol BS1 6EG,
England
REGISTRARS
BANKERS
Computershare Investor Services PLC
The Pavilions,
Bridgwater Road,
Bristol BS13 8AE,
England
Royal Bank of Scotland plc
8-9 Quiet Street,
Bath BA1 2JN,
England
AUDITOR
Deloitte LLP
3 Rivergate,
Temple Quay,
Bristol BS1 6GD,
England
ISDX GROWTH MARKET CORPORATE
ADVISER AND BROKER
Peterhouse Corporate Finance Limited
31 Lombard Street,
London EC3V 9BQ,
England
PUBLIC RELATIONS CONSULTANTS
Yellow Jersey PR Limited
South Building,
Upper Farm,
Wootton St. Lawrence,
Basingstoke RG23 8PE,
England
Union Jack Oil plc | Annual Report and Financial Statements 2012
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Contents
BUSINESS
Chairman’s Statement
Review of Post Period End Operations
GOVERNANCE
Directors’ Report
Corporate Governance Report
Directors’ Responsibilities Statement
Independent Auditor’s Report on the Financial Statements
FINANCIAL STATEMENTS
Income Statement
Statement of Comprehensive Income
Balance Sheet
Statement of Changes in Equity
Statement of Cash Flows
Principal Accounting Policies
Notes to the Financial Statements
ANNUAL GENERAL MEETING
Notice of Annual General Meeting
Explanatory Notes in Relation to the Principal
Changes to the Company’s Articles of Association
Union Jack Oil plc | Annual Report and Financial Statements 2012
Business
Chairman’s Statement
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In this inaugural Annual Report and Financial Statements of Union
Jack Oil plc (“Union Jack”), I am pleased to report with confidence
on the progress made on the UK focused hydrocarbon activities of
the Company and, of equal importance, its corporate affairs.
The Board is of the opinion that the UK presents an excellent
opportunity to participate in late stage hydrocarbon projects,
in a low cost environment where commercial discoveries can
be brought into development and production status within a
relatively short period.
The financial period under review covers from
1 February 2012 to 31 December 2012. The activities
of the Company during this period comprised the raising
of working capital and a review of a number of projects
introduced by other exploration and development companies
seeking farm in partners, and the admission of the issued share
capital to the ISDX Growth Market.
The sum of £607,450 was raised by means of a placing during
the latter part of 2012. A further £562,250 was raised by an
institutional and private placing in February 2013.
Union Jack Oil plc | Annual Report and Financial Statements 2012
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In addition, agreements have been entered into with a
subsidiary of AIM quoted Egdon Resources plc whereby Union
Jack has the option to participate in a further 5% interest in
PEDL241 and acquire a 10% interest in PEDL005R, limited
to the part block containing the North Somercotes Prospect.
A comprehensive summary of our UK licence interests can
be found in the Review of Post Period End Operations section
of this report.
To summarise, I feel that this report reflects the significant
progress made by Union Jack and I am looking forward to
reporting on the Company’s projects during the coming year.
The review conducted over several late stage projects
has resulted in a number of transactions being executed
over a number of UK onshore Petroleum Exploration and
Development Licences post period end.
Farm in agreements have been signed with a number of
established exploration and development companies in
respect of PEDLs 201, 253 and 241 containing the Burton
on the Wolds, Biscathorpe and North Kelsey Prospects on
18 February 2013, 4 March 2013 and 4 March 2013
respectively. The entrance of Union Jack into these projects
admits the Company to the drilling of several high profile
wells during 2013 and 2014. Two of these wells to evaluate
the exploration potential of the Burton on the Wolds and
Biscathorpe Prospects are expected to be drilled during the
next 12 month period, leading, hopefully, to at least one
development project following discovery success.
David Bramhill
Chairman
29 April 2013
into these projects admits
the Company to the drilling
of several high profile wells
during 2013 and 2014.
“The entrance of Union Jack
”
Union Jack Oil plc | Annual Report and Financial Statements 2012
Business
Review of post period end Operations
Burton on the Wolds
United Kingdom
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PEDL201
Union Jack Oil 10%
In February 2013, Union
Jack Oil plc entered into
an agreement with a
subsidiary of AIM listed
egdon Resources plc and
privately controlled Celtique
energie petroleum Limited
to acquire a 10% interest
in UK onshore petroleum
exploration Licence
peDL201.
Licence area PEDL201 contains the Burton on the Wolds Prospect, a four-way dip closed,
footwall structure on the Hoton Fault system. The Burton on the Wolds Prospect has been
mapped using new (2011) and reprocessed seismic data.
The licence is located in the onshore UK East Midlands Petroleum Province on the southern
margin of the Widmerpool Gulf, a geological basin with proven oil generation and on trend
with the Rempstone and Long Clawson producing oil fields.
The subsurface target location to test the Burton on the Wolds Prospect has been defined, a
surface drilling location has been identified from which a vertical well can be drilled to evaluate
the primary and secondary reservoir objectives, and a Planning Application for a well will be
submitted shortly.
The mean combined Prospective Resources for the primary and secondary objectives,
as calculated by Egdon Resources, are estimated to be 3.8 million barrels of oil.
Under the terms of the agreement, Union Jack will pay 20% of the costs of the planned Burton
on the Wolds well to earn a 10% interest from Egdon and Celtique Energie.
Following completion of the transaction the interested parties in licence PEDL 201 are
as follows:
Percentage interest holdings in PEDL201
Egdon Resources U.K. Limited (operator)
Celtique Energie Petroleum Limited
Terrain Energy Limited
Corfe Energy Limited
Union Jack Oil plc
32.5%
32.5%
12.5%
12.5%
10.0%
“
The Burton on the Wolds
Prospect has been mapped
using new and reprocessed
seismic data.
”
Union Jack Oil plc | Annual Report and Financial Statements 2012
Biscathorpe
United Kingdom
PEDL253
Union Jack Oil 10%
In March 2013, Union Jack
Oil plc entered into an
agreement with a subsidiary
of AIM listed egdon
Resources plc and privately
controlled Montrose
Industries Limited to acquire
a 10% interest in UK onshore
petroleum exploration
and Development Licence
peDL253.
PEDL253 is located onshore UK within the proven hydrocarbon fairway of the South
Humber Basin, on trend with the Saltfleetby gasfield and Keddington oilfield which
produces oil from the Upper Carboniferous Westphalian aged reservoir sandstones.
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The Biscathorpe Prospect, a well defined four-way dip closed structure mapped
from reprocessed 3D seismic, is contained within the licence area.
The subsurface target location to evaluate the exploration potential of the
Biscathorpe Prospect has been defined and a surface drilling location has been
identified from which a vertical well can be drilled to test the primary reservoir
objective.
Drilling operations are planned to commence in late Q4 2013 or Q1 2014.
The mean Prospective Resource volume for the main reservoir objective, as
calculated by Egdon, is estimated to be 17.81 million barrels of oil. Further
exploration upside is recognised from the 3D seismic and well data which suggests
the presence of a pinchout providing a stratigraphic component to the trap.
The Biscathorpe structure was originally drilled by BP in 1987 by the Biscathorpe-1 well
which encountered a thin, oil-filled sandstone in a crestal position. Biscathorpe-2 will be
located in a direction towards thicker sand development within structural closure of the
trap.
Under the terms of the agreement, Union Jack will pay 12% and 8% of the cost of
the planned Biscathorpe well to earn a 6% and 4% interest from Egdon and Montrose
respectively.
Following completion of the transaction the interested parties in licence PEDL253 are
as follows:
Percentage interest holdings in PEDL253
Egdon Resources U.K. Limited (operator)
Montrose Industries Limited
Union Jack Oil plc
54%
36%
10%
“
The mean Prospective
Resource volume for
the main reservoir
objective is estimated
to be 17.81 million
barrels of oil.
”
Union Jack Oil plc | Annual Report and Financial Statements 2012
Business
Review of post period end Operations
North Kelsey
United Kingdom
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PEDL241
Union Jack Oil 10%
In March 2013, Union Jack
Oil plc entered into an
agreement with a subsidiary
of AIM listed egdon
Resources plc to acquire a
10% interest in UK onshore
petroleum exploration
and Development Licence
peDL241.
PEDL241 is located onshore UK within the proven hydrocarbon fairway of the
Humberside Platform. The nearby Crosby Warren oilfield and the Brigg oil discovery
are productive from Upper Carboniferous Namurian aged reservoirs.
The North Kelsey Prospect, a well defined tilted fault block mapped from 3D seismic,
is contained within the licence area. Based on offset well data, potential exists for
four separate stacked reservoir sequences to be hydrocarbon bearing.
The subsurface target location to evaluate the exploration of the North Kelsey
Prospect has been defined and a surface drilling location has been identified from
which a vertical well can be drilled.
The mean combined Prospective Resource volume for these four reservoir
objectives, as calculated by Egdon, is estimated to be 6.7 million barrels of oil.
Under the terms of the agreement Union Jack will pay 20% of the cost of the
North Kelsey well to earn a 10% interest from Egdon.
Further to the PEDL241 agreement, Union Jack has signed a Letter of Intent with
Egdon which gives the Company an option to enter into a second farm in agreement
for a further 5% Participating Interest in PEDL241 under the same terms as above.
The Letter of Intent will terminate on 31 July 2013 should the option not be
exercised.
Following completion of the transaction the interested parties in licence PEDL241
are as follows:
Percentage interest holdings in PEDL241
Egdon Resources U.K. Limited (operator)
Celtique Energie Petroleum Limited
Union Jack Oil plc
40%
50%
10%
“
The subsurface target
location to evaluate
the exploration of the
North Kelsey Prospect
has been defined and a
surface drilling location
has been identified
from which a vertical
well can be drilled.
”
Union Jack Oil plc | Annual Report and Financial Statements 2012
PEDL005R is located onshore UK within the proven hydrocarbon fairway of the
South Humber Basin and contains the North Somercotes Prospect, a tilted fault
block mapped from 3D seismic.
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Review of local offset well data suggests that the reservoir sands are likely to be
thicker than the productive equivalent units in the hydrocarbon producing Keddington
and Saltfleetby fields.
The subsurface target for a deviated well trajectory to evaluate the exploration
potential of the North Somercotes Prospect has been defined.
The mean Prospective Resource volume for the main reservoir objective,
as calculated by Egdon, is estimated to be 9 billion cubic feet of gas. Further
exploration upside may exist in a closure mapped in the hanging wall of the prospect.
North Somercotes
United Kingdom
PEDL005R
Union Jack Oil (part) Option
Union Jack Oil plc has
signed a Letter of Intent
with a subsidiary of egdon
Resources plc for an
option to acquire a 10%
participating Interest in
peDL005R, limited to the
North Somercotes prospect.
The Letter of Intent will
terminate on 31 July 2013
should the option not be
exercised.
“The mean Prospective
Resource volume for
the main reservoir
objective, as calculated
by Egdon, is estimated
to be 9 billion cubic
feet of gas. Further
exploration upside
may exist in a closure
mapped in the hanging
wall of the prospect.
”
Union Jack Oil plc | Annual Report and Financial Statements 2012
Governance
Directors’ Report
for the period ended 31 December 2012
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The directors present their report together with the financial
statements for the period ended 31 December 2012.
The period comprises the eleven months from
1 February 2012 to 31 December 2012.
Principal Activities
Union Jack Oil plc is a UK registered energy company,
focused on the exploration for, and future development of,
hydrocarbon projects.
Financial Risk Management Objectives
and Policies
The Company’s activities expose it to a number of financial
risks including credit risk, cash flow risk and liquidity risk.
The use of financial derivatives is governed by the Company’s
policies approved by the board of directors, which provide
written principles on the use of financial derivatives to manage
these risks. The Company does not use derivative financial
instruments for speculative purposes.
Cash Flow Risk
During the period, the Company’s activities did not expose it
to financial risks of changes in foreign currency exchange rates.
Credit Risk
The Company’s principal financial assets are bank balances and
cash and other receivables. At the period end, the Company
did not have any trade receivables as it has not commenced
trading. The credit risk on liquid funds is limited because the
counterparty is a bank with high credit-rating.
Liquidity Risk
In order to maintain liquidity to ensure that sufficient funds
are available for ongoing operations and future developments,
the Company uses its existing cash funds.
Business Review
A review of the Company’s operations during the period
ended 31 December 2012 and subsequently to the date of this
report is contained in the Chairman’s Statement and Review
of Post Period End Operations. The year end was changed to
31 December to align the company with other businesses
in the industry. The prior period figures are unaudited.
The loss for the period resulting from pre-trading costs
amounted to £142,573 (period ending 31 January 2012: nil).
The directors do not recommend the payment of a dividend
(period ending 31 January 2012: nil).
£607,450 was raised during the period via a placing to raise
initial working capital for the Company.
Principal Risks and Uncertainties
Although the directors have extensive experience in the
acquisition and development of assets similar to those held by
the Company, as with all companies within the energy sector the
business of oil and gas development involves varying degrees of
risk. These risks include operating reliance on third parties, the
ability to exploit discoveries and the risk of cost overruns.
There are also specific political, regulatory and licensing risks
attached to various projects as well as issues of commerciality,
environmental, economic, competition, reliance on key
personnel, contractor and judicial factors.
The directors believe that they have mitigated risks as far as
reasonably practicable – by maintaining strong relationships
with project operators, implementing internal controls and
continually reviewing and seeking to improve such controls
as well as business processes and procedures.
Key Performance Indicators
The Company has made good progress during the period
ended 31 December 2012 in preparation of due diligence
and research into acquiring suitable project interests for its
hydrocarbon exploration portfolio and the raising of finance
to conduct the above.
A number of the projects reviewed has resulted in the
Company acquiring various licence interests since the period
end.
Key financial performance indicators will be determined during
2013, when the business starts to trade.
Directors
The directors in office at the end of the period, and their
interests in the shares of the Company as at 31 January 2012
and 31 December 2012, were as shown in the table below.
ORDINARY SHARES
31 December
31 January
2012
14,800,400
20,000,000
2,000,000
4,000,000
2012
400
–
–
–
D Bramhill
J O’Farrell
M Durham
W O’Dea
David Bramhill was appointed as an executive director on
18 January 2011.
Joseph O’Farrell was appointed as an executive director on
27 June 2012.
Martin Durham was appointed as a non-executive director on
14 September 2012.
William O’Dea was appointed as a non-executive director on
14 September 2012.
Directors’ Remuneration
The remuneration of the directors for the period ended
31 December 2012 was nil (period ending 31 January 2012: nil).
Copies of the Service Agreements in respect of D Bramhill
and J O’Farrell are available for inspection at the Company’s
Registered Office. Copies of the Letters of Appointment
in respect of M Durham and W O'Dea are available for
inspection at the Company's Registered Office.
Union Jack Oil plc | Annual Report and Financial Statements 2012
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Annual General Meeting
Going Concern
The Annual General Meeting of the Company will be held
on 24 May 2013 in accordance with the Notice of Annual
General Meeting on page 30. Details of the resolutions to
be passed are included in this notice.
Events after the Balance Sheet Date
The following events have taken place since the period end:
A placing raising £562,250 before expenses was completed
in February 2013.
In February 2013, the Company acquired a10% interest in the
onshore UK Petroleum Exploration and Development Licence
PEDL201 containing the Burton on the Wolds Prospect.
In March 2013, the Company acquired a 10% interest
in PEDL253 containing the Biscathorpe Prospect.
In March 2013, the Company acquired a 10% interest
in PEDL241 containing the North Kelsey Prospect.
In March 2013, a Letter of Intent was signed with a subsidiary
of Egdon Resources plc, whereby the Company has the right
to acquire a further 5% interest in PEDL241. The Letter of
Intent will terminate on 31 July 2013 should the option not be
exercised. No upfront consideration was made for this option.
In March 2013, a Letter of Intent was signed with a subsidiary
of Egdon Resources plc, whereby the Company has the right
to acquire a 10% Participating Interest in PEDL005R, limited
to the North Somercotes Prospect. The Letter of Intent will
terminate on 31 July 2013 should the option not be exercised.
No upfront consideration was made for this option.
Capital Structure
Details of the issued share capital, together with details of
the movements in the Company’s issued share capital during
the period are shown in note 9. The Company has one class
of ordinary shares which carry no right to fixed income. Each
share carries the right to one vote at general meetings of the
Company.
Substantial Shareholdings
On 31 March 2013, the Company’s shareholders register
showed the following persons holding voting rights of 3% or
more as a shareholder of the Company.
Name of holder
Percentage of No. of ordinary Nature of
voting rights
shares
holding
David and June Woodward
Joseph O’Farrell
TD Wealth Institution
Nominees (UK) Limited
David Bramhill
Winterflood Securities Limited
Kevin Byrne
5.98%
5.98%
4.27%
4.02%
3.84%
3.42%
28,000,000
28,000,000
Beneficial
Beneficial
20,000,000
18,800,400
17,980,000
16,000,000
Beneficial
Beneficial
Beneficial
Beneficial
The Company’s business activities, together with the factors
likely to affect its future development, performance and
position are set out in the Chairman’s Statement, Review
of Post Period End Operations and the Directors’ Report.
The directors’ forecasts demonstrate that the Company will
meet its day to day working capital and share of estimated
drilling costs over the forecasts period from the cash held
on deposit. Taking account of reasonably possible changes
in trading performance and drilling costs, sensitised forecasts
show that the Company should be able to operate within the
level of funds currently held. The directors have a reasonable
expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future.
Thus they continue to adopt the going concern basis of
accounting in preparing the financial statements.
Payment Policy and Practice
It is the Company’s policy to pay suppliers on the terms
agreed with them. Average creditor days during the period
were 14 (31 January 2012: nil).
Disclosure of Information to the Auditor
The directors at the date of the approval of this Annual Report
individually confirm that:
•
•
so far as the director is aware, there is no relevant audit
information of which the Company’s auditor is unaware;
and
the director has taken all the steps that he ought to have
taken as a director in order to make himself aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
Auditor
Deloitte LLP were appointed auditor and it will be proposed
at the forthcoming Annual General Meeting that Deloitte LLP
be reappointed.
Company Name and Registered Number
The registered number of Union Jack Oil plc is 07497220.
On behalf of the Board
David Bramhill
Chairman
29 April 2013
Union Jack Oil plc | Annual Report and Financial Statements 2012
Governance
Corporate governance Report
for the period ended 31 December 2012
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The Company is listed on the ISDX Growth Market and
is not required to comply with the provisions set out in the UK
Combined Code. However, the directors support the principles
contained in those requirements and apply those where they
consider they are appropriate to Union Jack Oil plc.
The Board
During the period the Board of directors of Union Jack Oil plc
consisted of two executive directors and two non-executive
directors as disclosed within the Directors, Officers and
Advisers section of this report, who were responsible for
the proper management of the Company. The Board met
in person or by telephone as permitted by the current articles
of association, nine times.
The Board will meet at least four times in the coming year
to review trading performance and budgets, ensure adequate
funding, set and monitor strategy, examine acquisition
opportunities and report to shareholders. The Board has
a formal schedule of matters specifically reserved to it for
decisions.
Internal Financial Control
The directors are responsible for establishing and maintaining
the Company’s internal financial control systems. These
are designed to meet the particular needs of the Company
and the risks to which it is exposed, and by their nature can
provide reasonable but not absolute assurance against material
misstatement or loss.
The key procedures that the directors have established to
provide effective internal financial controls are:
•
Identification of Business Risks
The Board is responsible for identifying the major business
risks faced by the Company and for determining the
appropriate course of action to manage these risks.
•
Investment Appraisal
Capital expenditure is regulated by authorisation limits.
For expenditure beyond the specified limits including
investments in exploration projects, detailed proposals
are submitted to the Board for review and sign-off.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Directors’ Responsibilities Statement
for the period ended 31 December 2012
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The directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any
time the financial position of the company and enable
them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The directors are responsible for the maintenance and
integrity of the corporate and financial information included
on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
are required to prepare the Company financial statements in
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union. Under company
law the directors must not approve the accounts unless
they are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit or loss of
the Company for that period. In preparing these financial
statements, International Accounting Standard 1 requires
that directors:
• properly select and apply accounting policies;
•
•
present information, including accounting policies, in
a manner that provides relevant, reliable, comparable
and understandable information;
provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the entity’s financial
position and financial performance; and
•
make an assessment of the company’s ability to continue
as a going concern.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Governance
Independent Auditor’s Report on the Financial Statements
to the Members of Union Jack Oil plc
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We have audited the financial statements of Union Jack Oil
plc (“the Company”) for the period ended 31 December
2012 which comprise the Income Statement, Statement of
Comprehensive Income, Balance Sheet, Statement of Changes
in Equity, Statement of Cash Flows, Principal Accounting
Policies and the related notes 1 to 18. The financial reporting
framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other
than the Company and the Company’s members as a body,
for our audit work, for this report, or for the opinions we
have formed. As the Company was exempt from audit under
section 477 of the Companies Act 2006 in the prior year we
have not audited the corresponding amounts for that year.
Respective Responsibilities of Directors and Auditor
As explained more fully in the Directors’ Responsibilities
Statement, the directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and express
an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK
and Ireland). Those standards require us to comply with the
Auditing Practices Board’s Ethical Standards for Auditors.
Opinion on Financial Statements
In our opinion the financial statements:
•
give a true and fair view of the state of the Company’s
affairs as at 31 December 2012 and of its loss for the
period then ended;
• have been properly prepared in accordance with IFRSs
as adopted by the European Union; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
Opinion on Other Matter Prescribed by the
Companies Act 2006
In our opinion the information given in the Directors’ Report
for the financial period for which the financial statements are
prepared is consistent with the financial statements.
Matters on which we are Required to Report by
Exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if,
in our opinion:
•
•
•
adequate accounting records have not been kept, or
returns adequate for our audit have not been received
from branches not visited by us; or
the financial statements are not in agreement with the
accounting records and returns; or
certain disclosures of directors’ remuneration specified
by law are not made; or
• we have not received all the information and explanations
Scope of the Audit of the Financial Statements
we require for our audit.
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting
policies are appropriate to the Company’s circumstances and
have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by
the directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non-
financial information in the annual report to identify material
inconsistencies with the audited financial statements. If we
become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Sonya Butters
Senior Statutory Auditor
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
Bristol
29 April 2013
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
Income Statement
for the period 1 February 2012 to 31 December 2012
Revenue
Administrative expenses
Operating loss
Finance income
Loss before taxation
Taxation
Loss for the period
Attributable to:
Equity shareholders of the Company
Loss per share
Basic and diluted loss per share (pence)
Period 1.2.12
to 31.12.12
£
Unaudited
Period 18.1.11
to 31.1.12
£
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Notes
–
(142,966)
(142,966)
393
(142,573)
–
(142,573)
(142,573)
(0.0024)
–
–
–
–
–
–
–
–
4
5
6
The accompanying accounting policies and notes form an integral part of these financial statements.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
Statement of Comprehensive Income
for the period 1 February 2012 to 31 December 2012
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Loss for the period
Other comprehensive income
Total comprehensive loss for the period
Period 1.2.12
to 31.12.12
£
Unaudited
Period 18.1.11
to 31.1.12
£
(142,573)
–
(142,573)
–
–
–
The accompanying accounting policies and notes form an integral part of these financial statements.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Balance Sheet
as at 31 December 2012
Notes
31.12.12
£
Unaudited
31.1.12
£
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Assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Trade and other payables
Total liabilities
Net assets
Capital and reserves attributable to the
Company’s equity shareholders
Called up share capital
Share-based payments reserve
Retained earnings
Total equity
7
8
15
9
10
10
25,564
485,187
510,751
510,751
31,157
31,157
479,594
607,451
14,716
(142,573)
479,594
1
–
1
1
–
–
1
1
–
–
1
The financial statements of Union Jack Oil plc, registered number 07497220, were approved and authorised for issue by the Board
of Directors on 29 April 2013 and were signed on its behalf by:
David Bramhill
Director
The accompanying accounting policies and notes form an integral part of these financial statements.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
Statement of Changes in equity
for the period 1 February 2012 to 31 December 2012
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Changes in equity
On incorporation on 18 January 2011
Issue of share capital
Balance at 31 January 2012 (unaudited)
Changes in equity
Issue of share capital
Total comprehensive income
Share
capital
£
Retained
earnings
£
Share-based
payment
reserve
£
–
1
1
–
–
–
–
–
–
Total
£
–
1
1
607,450
–
–
(142,573)
–
14,716
607,450
(127,857)
Balance at 31 December 2012
607,451
(142,573)
14,716
479,594
The accompanying accounting policies and notes form an integral part of these financial statements.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Statement of Cash Flows
for the period 1 February 2012 to 31 December 2012
Notes
11
Cash flow from operating activities
Cash flow from investing activities
Interest received
Net cash from investing activities
Cash flow from financing activities
Proceeds on issue of new shares
Net cash generated from financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
8
Period 1.2.12
to 31.12.12
£
Unaudited
Period 18.1.11
to 31.1.12
£
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(117,656)
393
393
602,450
602,450
485,187
–
485,187
–
–
–
–
–
–
–
–
The accompanying accounting policies and notes form an integral part of these financial statements.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
principal Accounting policies
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General Information
Financial Instruments
Union Jack Oil plc is a company incorporated in the United
Kingdom under the Companies Act 2006. The address of the
registered office is 6 Charlotte Street, Bath BA1 2NE, England.
The nature of the Company’s operations and its principal
activities are set out in the Directors’ Report. These financial
statements are presented in pounds sterling because that is
the currency of the primary economic environment in which
the Company operates.
Basis of Preparation
The annual financial statements of Union Jack Oil plc
(“the Company”) have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) as adopted
by the European Union (“EU”) applied in accordance with the
provisions of the Companies Act 2006.
The financial statements have been prepared under the
historical cost convention. The principal accounting policies
set out below have been consistently applied to all periods
presented.
The Company has adopted IFRS in the period with
the transition date being the date of incorporation,
18 January 2011. The Company published non statutory
UK GAAP financial statements in its prospectus on admission
to ISDX in December 2012. There was no impact of transition
to IFRS at either the opening Balance Sheet date, the first
period end date 31 January 2012 or the date of the accounts
in the ISDX prospectus, 31 October 2012, as the Company
did not start to trade until 2013. Accordingly, no third balance
sheet is presented in accordance with IFRS.
Going Concern
The directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has
adequate resources to continue in operational existence
for the foreseeable future. Thus they continue to adopt the
going concern basis of accounting in preparing the financial
statements. Further detail is contained in the Directors’ Report
on page 9.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and deposits
held at call with banks.
Financial assets and financial liabilities are recognised on the
Balance Sheet when the Company becomes a party to the
contractual provisions of the instrument.
Trade and other receivables are initially measured at fair value,
and are subsequently measured at amortised cost using the
effective interest method.
Trade and other payables are initially measured at fair value,
and are subsequently measured at amortised cost using the
effective interest rate method.
Exploration and Evaluation Costs
The Company follows a successful efforts based accounting
policy for oil and gas assets.
Costs (including research costs) incurred prior to obtaining the
legal rights to explore an area will be expensed immediately to
the Income Statement.
Expenditure incurred on the acquisition of a licence interest
will initially be capitalised on a licence by licence basis. Costs
will be held, un-depleted, within exploration and evaluation
costs until such a time as the exploration phase on the licence
area is complete or commercial reserves have been discovered.
Exploration expenditure incurred in the process of determining
exploration targets will be capitalised initially within intangible
assets as exploration and evaluation costs. Exploration
costs will initially be capitalised on a well by well basis until
the success or otherwise has been established. The success
or failure of each exploration/evaluation effort will be
judged on a well by well basis. Drilling costs will be written
off on completion of a well unless the results indicate that
hydrocarbon reserves exist and there is a reasonable prospect
that these reserves are commercially viable.
All such costs will be subject to regular technical, commercial
and management review for indicators of impairment on at
least an annual basis which includes confirming the continued
intent to develop or otherwise extract value from the licence,
prospect or discovery. Where this is no longer the case, the
costs will be immediately expensed.
Following evaluation of successful exploration wells, if
commercial reserves are established and the technical
feasibility of extraction is demonstrated, and once a project
is sanctioned for commercial development, then the related
capitalised exploration/evaluation costs will be transferred
into a single field cost centre within development/producing
assets after testing for impairment within Property, Plant and
Equipment. Where results of exploration drilling indicate the
presence of hydrocarbons which are ultimately not considered
commercially viable, all related costs will be written off to the
Income Statement.
Union Jack Oil plc | Annual Report and Financial Statements 2012
principal Accounting policies
All costs incurred after the technical feasibility and commercial
viability of producing hydrocarbons have been demonstrated
will be capitalised within development/producing assets on a
field by field basis. Subsequent expenditure will be capitalised
only where it either enhances the economic benefits of the
development/producing asset or replaces part of the existing
development/producing asset. Any costs remaining associated
with the part replaced will be expensed.
Net proceeds from any disposal of an exploration asset will
initially be credited against the previously capitalised costs. Any
surplus proceeds will be credited to the Income Statement.
Plug and suspend and demobilisation costs will be recognised
in full when wells have been suspended or facilities installed.
A corresponding amount equivalent to the provision will also
be recognised as part of the cost of the asset. The amount
recognised will be the estimated cost of decommissioning,
discounted to its net present value, and will be reassessed
each year. Changes in the estimated timing or cost estimates
will be dealt with prospectively by recording and adjustment
to the provision, and a corresponding adjustment to the
decommissioning asset. The unwinding of the discount on the
decommissioning provision will be included as a finance cost.
Taxation
The tax expense represents the sum of the tax currently
payable and deferred tax.
Current Tax
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from net profit as reported in
the income statement because it excludes items of income
or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible.
The Company’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the
Balance Sheet date.
Deferred Tax
Deferred tax is the tax expected to be payable or recoverable
on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit, and
is accounted for using the Balance Sheet liability method.
Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can
be utilised. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Company is
able to control the reversal of the temporary difference and
it is probable that the temporary difference will not reverse
in the foreseeable future.
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The carrying amount of deferred tax assets is reviewed at
each Balance Sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available
to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to
apply in the period when the liability is settled or the asset is
realised based on tax laws and rates that have been enacted or
substantively enacted at the Balance Sheet date. Deferred tax
is charged or credited in the Income Statement, except when
it relates to items charged or credited in other comprehensive
income, in which case the deferred tax is also dealt with in
other comprehensive income.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes
levied by the same taxation authority and the Company intends
to settle its current tax assets and liabilities on a net basis.
Equity Instruments
An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Company are
recognised at the proceeds received, net of direct issue costs.
Share Based Payments - Warrants
Equity-settled share-based payments in respect of warrants
for professional services are measured at the fair value of the
equity instruments at the grant date, on the basis that this
is immaterially different from the fair value of the services
provided. There are no vesting conditions. Details regarding the
determination of the fair value of equity-settled share-based
transactions are set out in note 9(b).The fair value determined
at the grant date of the equity-settled share-based payments
is expensed on a straight-line basis over the vesting period,
based on the Company’s estimate of equity instruments that
will eventually vest. At each balance sheet date, the Company
revises its estimate of the number of equity instruments
expected to vest as a result of the effect of non-market-based
vesting conditions. The impact of the revision of the original
estimates, if any, is recognised in the Income Statement such
that the cumulative expense reflects the revised estimate, with
a corresponding adjustment to equity reserves.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
principal Accounting policies
International Financial Reporting Standards in Issue but not yet Effective
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At the date of authorisation of these financial statements, the IFRS Interpretations Committee has issued standards,
interpretations and amendments which are applicable to the Company. Whilst these standards and interpretations are not
effective for, and have not been applied in the preparation of, these financial statements, the following may have an impact
going forward:
IAS 27 (revised)
IAS 28 (revised)
IFRS 9
IFRS 11
IFRS 12
IFRS 13
Separate Financial Statements
Investments in Associates and Joint Ventures
Financial Instruments
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
IAS 12 (amended)
Deferred Tax: Recovery of Underlying Assets
IFRS 7 (amended) and IAS 32 (amended)
Disclosures – Offsetting Financial Assets and Financial Liabilities
The directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact
on the financial statements of the Company.
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Union Jack Oil plc | Annual Report and Financial Statements 2012
principal Accounting policies
Critical Accounting Judgements and Key Sources of
Estimation Uncertainty
In the application of the Company’s accounting policies, which
are described in this note, the directors are required to make
judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions
are based on historical experience and other factors that are
considered to be relevant. Actual results may differ from these
estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and
future periods if the revision affects both current and future
periods.
The following is the critical judgement and estimates that the
directors have made in the process of applying the Company’s
accounting policies and that have the most significant effect on
the amounts recognised in the financial statements:
Warrants
In determining the fair value of warrants and the related
charges to the Income Statement, the Company makes
assumptions about future events and market conditions.
The fair value is determined using a valuation model which is
dependent on estimates, including the future volatility of the
Company’s share price. This is determined by using historic
data from similar companies.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
Notes to the Financial Statements
for the period 1 February 2012 to 31 December 2012
1
Business and Operating Segments
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The Company did not trade in the period and is considered to have one operating segment, being the exploration for, and future
development of, hydrocarbon projects.
2
Operating Loss
Operating loss is stated after charging:
Fees payable to the Company’s auditor for the audit of these financial statements
Tax compliance services
Total
Period 1.2.12
to 31.12.12
£
Unaudited
Period 18.1.11
to 31.1.12
£
16,000
4,000
20,000
–
–
–
3
Directors and Employees
There were no staff costs for the period ended 31 December 2012 nor for the period ended 31 January 2012.
The directors received no remuneration in either period.
4
Finance Income
Bank interest
393
–
Period 1.2.12
to 31.12.12
£
Unaudited
Period 18.1.11
to 31.1.12
£
Union Jack Oil plc | Annual Report and Financial Statements 2012
Notes to the Financial Statements
for the period 1 February 2012 to 31 December 2012
5
Taxation
Current tax
UK corporation tax
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Period 1.2.12
to 31.12.12
£
Unaudited
Period 18.1.11
to 31.1.12
£
–
–
The differences between the current tax shown above and the amount calculated by applying the standard rate of UK corporation
tax for oil and gas companies of 62% (31 January 2012: 62%) to the loss before tax is as follows:
Loss on ordinary activities before tax
Tax on Company loss on ordinary activities
at standard UK corporation tax rate of 62% (31 January 2012: 62%)
Effects of:
Disallowable expenses
Pre-trading expenses
Current tax charge for period
£
(142,573)
88,395
(57,525)
(30,870)
–
£
–
–
–
–
–
The Company is not aware of any factors that will materially affect the future tax charge.
A deferred tax asset of £30,870 relating to the carried forward losses from pre-trading expenditure has not been recognised in
the period as at present it is not envisaged that any tax will become payable in the foreseeable future against which those losses
could be utilised as deductions.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
Notes to the Financial Statements
for the period 1 February 2012 to 31 December 2012
6
Loss Per Share
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Basic loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number
of ordinary shares outstanding during the period.
Given the Company’s reported loss for the period, warrants are not taken into account when determining the weighted average
of ordinary shares in issue during the period and therefore the basic and diluted earnings per share are the same.
Loss per share
Basic and diluted loss per share from continuing operations
2012
Pence
(0.0024)
The loss and weighted average number of ordinary shares used in the calculation of the basic and diluted earnings per share are as
follows:
Loss used in the calculation of total basic and diluted earnings per share
2012
£
(142,573)
Number
Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share
59,450,909
Union Jack Oil plc | Annual Report and Financial Statements 2012
Notes to the Financial Statements
for the period 1 February 2012 to 31 December 2012
7
Trade and Other Receivables
Other debtors – unpaid share capital
VAT
Prepayments
31.12.12
£
31.1.12
£
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5,000
16,814
3,750
25,564
1
–
–
1
The directors consider that the carrying values of trade and other receivables are approximate to their fair value.
All of the Company’s receivables have been reviewed for indications of impairment. None of the receivables were found
to be impaired.
8
Cash and Cash Equivalents
Cash at bank
31.12.12
£
31.1.12
£
485,187
–
Cash and cash equivalents comprise cash and short-term bank deposits with an original maturity of three months or less.
The carrying amount of these assets is equal to their fair value.
9(a) Share Capital
Allotted and issued:
Number
Class
Nominal
value
31.12.12
£
Nil (31 January 2012: 1) Ordinary
242,980,400
Ordinary
(31 January 2012: nil)
£1
0.25p
–
607,451 –
31.1.12
£
1
Allotments during the period
During the period ended 31 December 2012 the Company issued a total of 242,980,000 ordinary shares at par value
of 0.25p.
In addition, the 1 ordinary share of £1 issued in the previous period was converted into 400 ordinary shares of 0.25p.
£5,000 of shares were unpaid at 31 December 2012, but have been fully paid up at the date of this report.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
Notes to the Financial Statements
for the period 1 February 2012 to 31 December 2012
9(b) Share-Based Payments – Warrants
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During the period the Company issued share warrants which are exercisable within five and ten years respectively.
Details of the number of warrants and the weighted average exercise price (WAEP) outstanding during the period are as follows:
Outstanding at the beginning of the period:
Issued in the period
Outstanding and exercisable at the end of the period
Number of
warrants
WAEP
£
–
9,719,216
9,719,216
0.003
0.003
The fair values were calculated using the Black-Scholes model. The inputs into the model are as follows:
Date of grant 4 December 2012 effective from 20 December 2012
Number granted
Share price at date of grant
Exercise price
Expected volatility
Expected life
Expected dividend yield
Fair value of warrants granted at date of grant
Vesting date
Expiry dates
9,719,216
£0.0030
£0.0025
69%
2.5 and 5 years
0%
16,293
20 December 2012
20 December 2017 and 20 December 2022
The Company gained admission to the ISDX Growth Market during December 2012 and therefore expected volatility was
calculated using a comparable company.
The Company recognised total expenses of £14,716 related to equity-settled share-based payment transactions during the period.
10
Reserves
At 18 January 2011 and 31 January 2012
Deficit for the period
Credit for the period
At 31 December 2012
Retained
earnings
–
(142,573)
–
(142,573)
Share-based
payment
reserve
–
–
14,716
14,716
Totals
£
–
(142,573)
14,716
(127,857)
Union Jack Oil plc | Annual Report and Financial Statements 2012
Notes to the Financial Statements
for the period 1 February 2012 to 31 December 2012
11
Reconciliation of Loss Before Taxation to Cash Generated from Operations
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Period 1.2.12
to 31.12.12
£
Unaudited
Period 18.1.11
to 31.1.12
£
(142,573)
14,716
(393)
(128,250)
(20,563)
31,157
(117,656)
–
–
–
–
–
–
–
Loss before taxation
Share-based payments
Finance income
Increase in trade and other receivables
Increase in trade and other payables
Cash used in operations
12
Financial Instruments
Classification of financial instruments
The tables below set out the Company’s accounting classification of each class of its financial assets and liabilities. There were no
financial instruments in the prior period.
Financial assets measured at amortised cost
At 31 December 2012
Other receivables
Cash and cash equivalents
Total carrying value
£
21,814
485,187
507,001
All of the above financial assets’ carrying values approximate to their fair values at 31 December 2012, given their nature and
short times to maturity.
Financial liabilities measured at amortised cost
Trade payables
Accruals
Total carrying value
£
15,157
16,000
31,157
All of the above financial liabilities’ carrying values approximate to their fair values at 31 December 2012, given their nature and
short times to maturity.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Financial Statements
Notes to the Financial Statements
for the period 1 February 2012 to 31 December 2012
13
Financial Instrument Risk Exposure and Management
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The principal financial risks to which the Company is exposed are: capital management, liquidity risk and credit risk. This note
describes the Company’s objectives, policies and process for managing those risks and the methods used to measure them.
No hierarchy table has been included since there are no financial instruments held at fair value included within the accounts.
Credit risk
The Company’s credit risk is primarily attributable to its cash balances and such risk is limited because the third party
is an international bank.
The Company’s total credit risk amounts to the total of the sum of the receivables, cash and cash equivalents. At the period end
this amounted to £510,751.
Liquidity risk
In managing liquidity risk, the main objective of the Company is to ensure that it has the ability to pay all of its liabilities as they
fall due. The Company monitors its levels of working capital to ensure that it can meet its debt repayments as they fall due.
The table below shows the undiscounted cash flows on the Company’s financial liabilities as at 31 December 2012 on the basis
of their earliest possible contractual maturity.
Total
£
Within
Within
2 months 2-6 months
£
£
Greater
than
6 months
£
Trade payables
Accruals
Capital management
15,157
16,000
15,157
–
–
16,000
31,157
15,157
16,000
–
–
–
The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern, add shareholder value
and to maintain an optimal capital structure to reduce the cost of capital. The Company defines capital as being share capital plus
reserves as disclosed in the Balance Sheet.
The Board of Directors monitors the level of capital as compared to the Company’s commitments, and adjusts the level of capital
as is determined to be necessary, by issuing shares.
The Company is not subject to any externally imposed capital requirements.
Union Jack Oil plc | Annual Report and Financial Statements 2012
14
Financial Commitments
The Company had no capital commitments at 31 December 2012.
15
Trade and Other Payables
Trade payables
Accruals
16
Related Party Transactions
There were no related party transactions in the period to 31 December 2012.
17
Contingent Liabilities
The directors are not aware of any contingent liabilities at 31 December 2012.
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31.12.12
£
31.1.12
£
15,157
16,000
31,157
–
–
–
18
Events after the Balance Sheet Date
The following events have taken place since the period end:
In February 2013, the Company acquired a 10% interest in the onshore UK Petroleum Exploration and Development Licence
PEDL201 containing the Burton on the Wolds Prospect.
A placing raising £562,250 before expenses was completed in February 2013.
In March 2013, the Company acquired a 10% interest in PEDL253 containing the Biscathorpe Prospect.
In March 2013, the Company acquired a 10% interest in PEDL241 containing the North Kelsey Prospect.
In March 2013, a Letter of Intent was signed with a subsidiary of Egdon Resources plc, whereby the Company has the right to
acquire a further 5% interest in PEDL241. The Letter of Intent will terminate on 31 July 2013 should the option not be exercised.
No upfront consideration was made for this option.
In March 2013, a Letter of Intent was signed with a subsidiary of Egdon Resources plc, whereby the Company has the right to
acquire a 10% Participating Interest in PEDL005R, limited to the North Somercotes Prospect. The Letter of Intent will terminate
on 31 July 2013 should the option not be exercised. No upfront consideration was made for this option.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Annual General Meeting
Notice of Annual general Meeting
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Notice is hereby given that the Annual General Meeting (the "AGM")
of Union Jack Oil plc (the "Company") will be held at the offices of
Osborne Clarke, 2 Temple Back East, Temple Quay, Bristol BS1 6EG
on 24 May 2013 at 11 a.m. for the following purposes:
To consider and, if thought fit, pass the following resolutions, of which
resolutions numbered 1 to 8 will be proposed as ordinary resolutions
and resolutions numbered 9 and 10 will be proposed as special
resolutions:
Ordinary Resolutions
Report and Accounts
1 To receive the audited annual accounts of the Company for the
period ended 31 December 2012, together with the Directors’
Report and the Auditor's Report on those annual accounts.
Election of Directors
2 To elect David Bramhill as a director, who, having been appointed
prior to this first Annual General Meeting, offers himself for
election.
3 To elect Joseph O’Farrell as a director, who, having been
appointed prior to this first Annual General Meeting, offers
himself for election.
4 To elect Martin Durham as a director, who, having been appointed
prior to this first Annual General Meeting, offers himself for
election.
5 To elect William O’Dea as a director, who, having been appointed
prior to this first Annual General Meeting, offers himself for
election.
Re-appointment of Auditor
6 To re-appoint Deloitte LLP as auditor of the Company to hold
office from the conclusion of this Annual General Meeting until
the conclusion of the next general meeting at which accounts are
laid before the Company.
Auditor’s Remuneration
7 To authorise the directors to determine the remuneration of the
auditor.
Directors’ Authority to Allot Shares
8 That, in substitution for any equivalent authorities and powers
granted to the directors prior to the passing of this resolution, the
directors be and they are generally and unconditionally authorised
pursuant to Section 551 of the Companies Act 2006 (the "Act")
to exercise all powers of the Company to allot shares in the
Company, and to grant rights to subscribe for or to convert any
security into shares in the Company ("Relevant Securities") up
to an aggregate nominal amount of £389,900.33 provided that,
unless previously revoked, varied or extended, this authority shall
expire on the conclusion of the next Annual General Meeting of
the Company, except that the Company may at any time before
such expiry make an offer or agreement which would or might
require Relevant Securities to be allotted after such expiry and the
directors may allot Relevant Securities in pursuance of such
an offer or agreement as if this authority had not expired.
Special Resolution
Directors’ Power to Issue Shares for Cash
9 That, conditional upon the passing of resolution numbered 8, the
directors be and they are empowered pursuant to Section 570(1)
of the Act to allot equity securities (as defined in Section 560(1)
of the Act) of the Company wholly for cash pursuant to the
authority of the directors under Section 551 of the Act conferred
by resolution 8 above as if Section 561(1) of the Act did not
apply to such allotment provided that the power conferred by this
resolution shall be limited to the allotment of equity securities up
to an aggregate nominal value equal to £116,970.10 and, unless
previously revoked, varied or extended, this power shall expire
on the conclusion of the next Annual General Meeting of the
Company, except that the Company may before the expiry of
this power make an offer or agreement which would or might
require equity securities to be allotted after such expiry and the
directors may allot equity securities in pursuance of such an offer
or agreement as if this power had not expired.
Adoption of New Articles of Association
10 That, with effect from the conclusion of the meeting, the
articles of association produced to the meeting and initialled by
the chairman of the meeting for the purposes of identification
be adopted as the articles of association of the Company in
substitution for, and to the exclusion of, the existing articles of
association.
By order of the Board
Brian Marshall FCA
Company Secretary
Dated: 29 April 2013
Registered Office:
6 Charlotte Street
Bath BA1 2NE
Union Jack Oil plc | Annual Report and Financial Statements 2012
Notice of Annual general Meeting
Notes:
1 Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 (as amended), only those members registered
in the register of members of the Company at 6 p.m. on
22 May 2013 (or if the AGM is adjourned, 48 hours before the
time fixed for the adjourned AGM) shall be entitled to attend and
vote at the AGM in respect of the number of shares registered in
their name at that time. In each case, changes to the register of
members after such time shall be disregarded in determining the
rights of any person to attend or vote at the AGM.
2 A member who is entitled to attend, speak and vote at the AGM
may appoint a proxy to attend, speak and vote instead of him/
her. A member may appoint more than one proxy provided each
proxy is appointed to exercise rights attached to different shares
(so a member must have more than one share to be able to
appoint more than one proxy). A proxy need not be a member
of the Company but must attend the AGM in order to represent
you. A proxy must vote in accordance with any instructions given
by the member by whom the proxy is appointed. Appointing a
proxy will not prevent a member from attending in person and
voting at the AGM (although voting in person at the AGM will
terminate the proxy appointment). A proxy form is enclosed. The
notes to the proxy form include instructions on how to appoint
the Chairman of the AGM or another person as a proxy. You can
only appoint a proxy using the procedures set out in these notes
and in the notes to the proxy form.
3 To be valid, a proxy form, and the original or duly certified copy
of the power of attorney or other authority (if any) under
which it is signed or authenticated, should reach the Company’s
registrar, Computershare Investor Services PLC of The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, by no later than 11 a.m.
on 22 May 2013.
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4
In the case of joint holders of shares, the vote of the first named
in the register of members who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of
other joint holders.
5 A member that is a company or other organisation not having
a physical presence cannot attend in person but can appoint
someone to represent it. This can be done in one of two ways:
either by the appointment of a proxy (described in Notes 2 and
3) or of a corporate representative. Members considering the
appointment of a corporate representative should check their
own legal position, the Company’s articles of association and the
relevant provision of the Companies Act 2006.
6 The following documents are available for inspection at the
registered office of the Company during the usual business hours
on any weekday (Saturday, Sunday or public holidays excluded)
from the date of this notice until the conclusion of the AGM:
(a) copies of the executive directors’ service contracts with the
Company and letters of appointment of the non-executive
directors; and
(b) a copy of the proposed new articles of association of the
Company, and a copy of the existing articles of association.
Union Jack Oil plc | Annual Report and Financial Statements 2012
Annual General Meeting
explanatory Notes in Relation to the principal
Changes to the Company’s Articles of Association
Disenfranchisement
Section 793, Companies Act 2006 enables a public company
to issue a notice requiring a person it knows, or has reasonable
cause to believe, has an interest in its shares (or to have had an
interest in the previous three years) to confirm or deny the fact
and, if the former, to disclose certain information about the
interest, including information about any other person with an
interest in the shares.
The New Articles provide that if a member fails to comply
with a Section 793 notice or provides false or inadequate
information in respect of such notice then the directors may
serve a disenfranchisement notice setting out sanctions (such
as not being entitled to attend or vote at any general meeting
or receive dividends). Such disenfranchisement notice may be
withdrawn at any time.
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The Company’s current articles of association (the "Existing
Articles") are based on the model articles of association for
public companies contained in Schedule 3 to the Companies
(Model Articles) Regulations 2008 (SI 2008 No. 3229).
The articles of association proposed to be adopted pursuant to
resolution numbered 10 (the "New Articles") provide a more
suitable basis for a listed company to operate by providing a
higher degree of clarity and detail in relation to various matters
such as shareholders’ meetings. In addition, the New Articles
benefit from being contained in a single standalone document.
Two substantive differences between the Existing Articles and
the New Articles are detailed below.
Retirement of Directors by Rotation
The Existing Articles do not contain provisions for the
retirement of directors by rotation. The New Articles provide
that, at every Annual General Meeting ("AGM"), any director
who has not been appointed or re-appointed at either of
the two previous AGMs of the Company must retire. It also
provides that, if at any AGM of the Company the number of
directors required to retire is less than one third of the total
number of directors (such total number being determined in
accordance with the provisions of the New Articles), then such
number of additional directors shall retire to bring the number
of directors retiring by rotation up to one third.
A director who retires (whether by rotation or otherwise)
is eligible for re-election and may, if willing to act, be re-
appointed.
Union Jack Oil plc
6 Charlotte Street,
Bath BA1 2NE,
England
Telephone: +44 (0) 1225 428139
Fax:
+44 (0) 1225 428140
Email: office@unionjackoil.com
Web: www.unionjackoil.com