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Second Interim Report for the twelve months ended 31 December 2013
Fortune Oil develops and operates oil and gas supply and infrastructure projects in China. Fortune Oil is
quoted on the Main Market of the London Stock Exchange and has its headquarters in Hong Kong.
FINANCIAL HIGHLIGHTS
Group revenues including share of jointly controlled entities and associates increased by 16 per cent to
£856.6 million (2012: £739.4 million).
Net profit from all operations attributable to owners of the parent increased 948 per cent to £164.1
million (2012: £15.7 million). This takes account of other gains and losses of the Group of £141.2
million, comprising a net gain of £76.1 million in respect of the Group’s investment in China Gas
Holdings Limited (“CGH”) prior to CGH becoming an associate and a gain of £100.9 million on
disposal of Fortune Gas Investment Holdings Limited (“FGIH”); partially offset by the non-cash
impairment loss of £35.8 million with respect to the full carrying value of the assets in the Armenian
iron ore project.
Basic earnings per share was 8.00p (2012: 0.82p). Basic earnings per share, excluding other gains and
losses of the Group including share of jointly controlled entities, was 0.79p (2012: 0.58p).
Net assets further increased to £334.5 million as at 31 December 2013 (2012: £246.8 million).
US$300 million (£188 million) loan facility signed to aid future expansion of the Group of which
US$180 million (£113 million) remain undrawn.
China Gas Group Limited (“CGG”), the joint venture company in which the Group has a 50 per cent
interest, owns 732,446,000 CGH shares, representing 14.68 per cent of CGH total issued shares as at 31
December 2013. As at 26 February 2014, the Group and CGG together held 916,565,463 shares in CGH
representing 18.36 per cent of CGH’s total issued shares of 4,991,748,561, as per CGH’s latest public
information posted on 4 February 2014.
OPERATIONAL HIGHLIGHTS
The Group has completed the transfer of FGIH to CGH and the two companies’ natural gas businesses
are in the process of being integrated.
Bluesky continues to perform well. The Group’s share of net profit increased 13.8 per cent to £13.1
million for 2013 (2012: £11.5 million), with a 13.4 per cent increase in sales volumes to 3.4 million
tonnes (2012: 3.0 million tonnes), driven by the continued increase in domestic and international air
travel demand.
The Group has entered into a new 20 year joint venture agreement with Sinopec in respect of the
Maoming SPM (“SPM”). Under the new shareholding structure, the shareholding interest in the SPM by
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the Group is 33 per cent and accordingly, it will not hold a controlling equity stake in the joint venture.
The scope of the joint venture has been expanded with the potential development of a new pipeline and
buoy system.
West Zhuhai Products Terminal throughput and storage volumes were up 7.8 per cent to approximately
2.6 million tonnes (2012: approximately 2.5 million tonnes) and profit contribution to the Group
increased to £1.1 million (2012: £0.8 million), a 44 per cent increase due to increased utilisation of the
terminal by PetroChina.
“Fortune Oil continues to strengthen its position in the Chinese natural gas industry through our strategic
investment in China Gas Holdings Limited. The oil business continues to make good progress. The Bluesky
aviation fuel business is well positioned to participate in the anticipated continued growth in air travel in
China and we have renewed and expanded the Maoming Single Point Mooring cooperation with Sinopec. We
expect demand for oil and oil based products in China to continue to remain strong and the Board is excited
by the medium term growth prospects for our oil business”.
ENQUIRIES:
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FORTUNE OIL PLC
(“Fortune Oil”, “the Company” or together with its subsidiaries “the Group”)
Second Interim Report for the twelve months ended 31 December 2013
FINANCIAL HIGHLIGHTS
Group revenues including share of jointly controlled entities and associates increased by 16 per cent to
£856.6 million (2012: £739.4 million).
Net profit from all operations attributable to owners of the parent increased 948 per cent to £164.1
million (2012: £15.7 million). This takes account of other gains and losses of the Group of £141.2
million, comprising a net gain of £76.1 million in respect of the Group’s investment in China Gas
Holdings Limited (“CGH”) prior to CGH becoming an associate and a gain of £100.9 million on
disposal of Fortune Gas Investment Holdings Limited (“FGIH”); partially offset by the non-cash
impairment loss of £35.8 million with respect to the full carrying value of the assets in the Armenian
iron ore project.
Basic earnings per share was 8.00p (2012: 0.82p). Basic earnings per share, excluding other gains and
losses of the Group including share of jointly controlled entities, was 0.79p (2012: 0.58p).
Net assets further increased to £334.5 million as at 31 December 2013 (2012: £246.8 million).
US$300 million (£188 million) loan facility signed to aid future expansion of the Group of which
US$180 million (£113 million) remain undrawn.
China Gas Group Limited (“CGG”), the joint venture company in which the Group has a 50 per cent
interest, owns 732,446,000 CGH shares, representing 14.68 per cent of CGH total issued shares as at 31
December 2013. As at 26 February 2014, the Group and CGG together held 916,565,463 shares in CGH
representing 18.36 per cent of CGH’s total issued shares of 4,991,748,561, as per CGH’s latest public
information posted on 4 February 2014.
CORPORATE MATTERS
The Company has completed the transfer of FGIH to CGH (the “FGIH Transaction”) and the two
companies’ natural gas businesses are in the process of being integrated. The FGIH Transaction was
completed in August 2013 and results are reported including the trading results of FGIH for the period
prior to this date and excluding its trading for the period after this date.
Following shareholders’ approval, the Group completed the acquisition of Wilmar International
Limited’s interest in the consideration receivable as a result of the disposal of FGIH. The total
consideration was US$60 million (£39.1 million) payable to Fortune Dynasty Holdings Limited (“FDH”)
in ordinary shares in Fortune Oil. FDH is a joint venture company owned 55 per cent by First Level
Holdings Limited (controlled by Mr Daniel Chiu) and 45 per cent by Vitol Energy (Bermuda) Limited, a
major shareholder of the Company.
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Pursuant to the Share Purchase Agreement (“SPA”) by which Fortune Oil sold its FGIH business to
CGH the Group elected to receive the Deferred Consideration of US$200 million by way of 184,119,463
new shares in CGH.
The Company has changed its financial year-end date from 31 December to 31 March, accordingly the
Company’s statutory accounts will be in respect of the 15 months to 31 March 2014. The change is to
align the Company’s financial year-end with CGH to facilitate the preparation of the Company’s
consolidated financial statements.
OPERATIONAL HIGHLIGHTS
For the period up to completion of the FGIH sale in August 2013 the natural gas business operating
profit contribution to Fortune Oil was £11.4 million.
For the period post completion of the FGIH Transaction, CGH contributed £79.3 million to the Group’s
operating profit through its share of profit from jointly controlled entities and associates. The operating
profit includes a reclassification to the income statement of £76.1 million representing the net gain in fair
value of CGG’s investment in CGH previously recognised in equity up to the date when CGH became
an associate. The Group has pro-rated CGH’s six months net profit in order to compute the share of
results in associate/jointly controlled entities to the Group for the four months ended 31 December 2013
(please refer to “Revenue and Expenditure” under the “Financial Review” for details).
Sales volumes of natural gas was 330 million cubic metres in the period up to completion of the FGIH
Transaction.
As at 30 September 2013 CGH reported that it had secured 208 city gas projects with exclusive
concession rights, 11 long distance natural gas pipeline projects, 1 natural gas development project, 2
coal bed methane (“CBM”) projects, 98 liquefied petroleum gas (“LPG”) distribution projects and had
completed the construction of 224 compressed/liquefied natural gas refilling stations for vehicles.
As at 30 September 2013, CGH had 2,407 industrial customers, 54,497 commercial customers and
nearly 10 million residential users with the connectable city populations covered by CGH gas projects
increasing to 70 million.
During the six month period to the 30 September 2013 CGH sold a total of 3.5 billion cubic metres of
natural gas, an increase of 14.6 per cent over the same period of the previous year.
Construction is being progressed for the first permanent LNG ship refuelling station on the Yangtze
River near Chongqing and agreement has been reached with several ship operators to commence
conversion of their ships to operate with LNG dual fuel technology in commercial operations.
The gas gathering system on the northern area of the Luilin CBM block was completed and linked to the
CNG wholesale station where the CBM will be dispatched for sale.
Oil Business
Bluesky continues to perform well. The Group’s share of net profit increased 13.8 per cent to £13.1
million for 2013 (2012: £11.5 million), with a 13.4 per cent increase in sales volumes to 3.4 million
tonnes (2012: 3.0 million tonnes), driven by the continued increase in domestic and international air
travel demand.
The Group has entered into a new 20 year joint venture agreement with Sinopec in respect of the
Maoming SPM (“SPM”). Under the new shareholding structure, the shareholding interest in the SPM by
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the Group is 33 per cent and accordingly, it will not hold a controlling equity stake in the joint venture.
The scope of the new joint venture has been expanded with the potential development of a new pipeline
and buoy system. Although the SPM continues to operate, the results from the previous venture, which
was treated as a subsidiary of the Group, are presented as discontinued operations during this period.
Management expects that the Group will start recognising its share of results in the Maoming SPM
business when the new joint venture becomes effective in Q1 2014.
West Zhuhai Products Terminal throughput and storage volumes were up 7.8 per cent to approximately
2.6 million tonnes (2012: approximately 2.5 million tonnes) and profit contribution to the Group
increased to £1.1 million (2012: £0.8 million), a 44 per cent increase due to increased utilisation of the
terminal by PetroChina.
The Group has obtained a license allowing it to supply and trade diesel in China, a first for a foreign
company.
Resources
The Group continues to determine whether the Armenian iron ore assets could be developed
economically. The rail costs continued to be the major issue which was undermining the commercial
viability of these projects. Furthermore, projections of the long term iron ore price appear to be softening
due to the slowdown in economic growth globally, particularly in China. As a consequence, the Group
has recognised a non-cash impairment loss of £35.8 million with respect to the full carrying value of the
assets in the Armenian iron ore project.
There were no lost time incidents recorded in any of the Group’s operations during the period.
OUTLOOK
China’s 2013 economic growth slowed to 7.7 per cent, the weakest in 14 years, and China’s Cabinet has warned
that the growth model based on exports and investment is running out of steam with the economy also
challenged by the increasing risks of local government debt, the financial sector and overcapacity.
In line with the slowing of the Chinese economy, growth in energy demand was subdued and slowed from 10.0
per cent in 3Q to 7.7 per cent in Q4. China’s oil demand averaged 9.95 million barrels per day in 2013 which
was only 3 per cent higher than 2012 whilst crude oil imports in 2013 totalled 271 million tonnes, 4.1 per cent
higher than 2012.
China diesel demand was almost flat compared to 2012 (up only 0.2 per cent year on year), but petrol demand
remained strong, up 10.2 per cent up year on year underpinned by the robust transport demand and strong
passenger vehicle sales.
Demand for aviation fuels in China also continued to remain strong in 2013. According to the International Air
Transportation Association (“IATA”) air traffic grew 11.7 per cent in 2013 compared to 2012, the strongest in
any global market. Capacity also grew by 12.2 per cent in 2013 with the load factor of 80.3 per cent.
China’s natural gas demand continues to remain strong and increased by 12.9 per cent year on year, to 169
billion cubic metres (“bcm”) in 2013 making China the third largest gas consumer in the world. Gas demand
equates to 5.9 per cent of China’s primary energy consumption and still remains low relative to the OECD
average where gas demand equates to 26.1 per cent of primary energy consumption demonstrating significant
growth potential for natural gas in China. China continues to increase domestic gas production to mitigate
growing gas imports which exceeded 30 per cent in 2013 for the first time. In 2013 China domestic gas
production increased 12 per cent to 120.9 bcm according to the Ministry of Land and Resources.
During 2013 China introduced long-awaited natural gas price reforms which now enables natural gas price to
track international crude oil prices more closely. Although this will incentivise domestic gas supply including
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CBM there are some concerns that the rise of 15 per cent for natural gas at the city gate will cause a slowdown in
the rapid growth in gas demand. Following the gas price increases China has also had to raise the electricity
tariff from gas-fired power plants to resolve the conflict between rising gas prices and low on-grid prices for gas
based power.
Overall, it appears likely that even though the Chinese economy is expected to grow at a more subdued pace in
future, China will continue to provide significant growth opportunities in both the oil and gas markets from
which the Company can benefit.
The Armenia iron ore development is still under evaluation and, as with all our projects, we are continuing to
assess the project’s economic viability. However, the Group will not make any material investment in the
development of the project unless there is an economically viable investment case. This is particularly important
as projections of the long term iron ore price appear to be softening due to the slowdown in economic growth
globally, particularly in China.
I have been working for Fortune Oil since 1999 and it gives me tremendous pleasure to have been given this
opportunity to manage a company with such potential, working in one of the most dynamic energy markets in
the world. Fortune Oil is well placed to continue to grow in China with a strong set of assets and strategic
investments, established partnerships with major companies, and a dedicated and committed working team of
employees.
The Board is pleased with the medium term growth prospects for the Group in both the oil and gas sectors in
China. Fortune Oil continues to strengthen its position in the Chinese natural gas industry through our
investment in CGH and will see further expansion of its customer base as natural gas availability increases
whilst our Oil businesses are also well placed to take advantage of the continued expansion of China’s oil
demand.
TIAN Jun
Acting Chief Executive
26 February 2014
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BUSINESS REVIEW
The second half of 2013 has seen a continued deceleration in China’s economic growth. China gross domestic
product (“GDP”) growth for 2013 was 7.7 per cent, the lowest for 14 years but still above the government target
of 7.5 per cent set at the beginning of the year and the five-year plan annual growth target of 7 per cent between
2011 and 2015.
On 15 November 2013, China announced new social and economic policies promoting a greater reliance on
market forces and inviting private-sector participation and foreign competition in industries long previously
controlled by the central government. China is planning to accept a slower growth pace than previously if this
will allow for a more sustainable, consumer-driven expansion of its economy.
In line with the slowdown in economic growth, energy demand growth in China has also slowed. Oil demand
was only 3 per cent higher than in 2012, averaging 9.95 million barrels per day in 2013. Chinese domestic oil
production was only 1.1 per cent higher in 2013 compared to 2012 and totalled 208.3 million tonnes. Crude oil
imports in 2013 totalled 271.1 million tonnes, 4.1 per cent higher than 2012 and total refining throughput
reached 480.4 million tonnes, which was 3.3 per cent higher than in 2012.
China continues to have tremendous oil demand growth potential as demonstrated by the 15.7 per cent increase
in passenger car sales in 2013 as Chinese consumers bought 17.93 million new cars. China’s passenger car
population however is still very low at 85 vehicles per 1,000 people compared to other major economies (USA
797 per 1,000 people, Brazil 259 per 1,000 people).
Similarly for the aviation sector the IATA Airline Industry Forecast 2013-2017 predicts that routes within or
connected to China will be the single largest driver of growth, accounting for 24% of new passengers during the
forecast period projecting for China 227.4 million additional passengers, 195 million domestic and 32.4 million
international passengers suggesting a positive outlook for Bluesky.
China’s gas demand continues to remain strong and in 2013 demand for natural gas rose 12.9 per cent year on
year to 169 bcm, according to China National Petroleum Corp.’s (“CNPC”) Economic and Technology Research
Institute, accounting for 5.9 per cent of China’s primary energy consumption. Natural gas imports increased to
38 million tonnes (53 bcm), up 25 per cent on 2012 (30.5 million tonnes) accounting for over 30 per cent of
China gas supply. Pipeline deliveries surged 20 per cent year on year hitting a new record of 1.85 million tonnes
and LNG imports climbed 33 per cent to 2.43 million tonnes in December 2013. Turkmenistan delivered the
most gas pipeline imports to China (17.7 million tonnes) followed by LNG from Qatar (6.8 million tonnes).
To mitigate growing imports of natural gas China continues to press for increased domestic gas production from
both conventional and unconventional gas sources. In 2013 China produced 120.9 bcm of natural gas, 117.7 bcm
from conventional fields, 3 bcm from surface-level CBM, and 200 million cubic metres of shale gas according to
the Ministry of Land and Resources.
China continues to develop the network to support the growth in natural gas demand. In October 2013 the China
Myanmar gas pipeline went in to operation with a transmission capacity of 12 bcm per annum. CNPC supplied
the first gas via West – East Pipeline II to Hong Kong in December 2013. Across China in 2013 an additional
5,700 km of gas pipelines was installed which is the third consecutive year that more than 5,000 km of gas
pipelines have been installed bringing the total pipeline network to around 60,000 km with an annual
transmission capacity of 120 bcm. Despite the increased supply options, China is still facing gas shortfalls in the
high demand winter period and in the in 2013 there was a shortfall of 22 bcm in gas supply.
The growing problem of pollution in many cities in China is driving the central government to accelerate the
substitution of coal with natural gas. The expectation is that the Chinese Government will continue to provide
incentives to encourage the investment needed to increase natural gas production and infrastructure to supply the
gas to reduce coal consumption particularly in the major cities.
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CORPORATE MATTERS
The Group completed the transfer of FGIH to CGH in August 2013 and the two companies’ natural gas
businesses are in the process of completing the integration.
Following obtaining shareholders approval in September 2013, the Group completed the acquisition of Wilmar
International Limited’s interest in the consideration receivable as a result of the disposal of FGIH. The total
consideration was US$60 million payable to Fortune Dynasty Holdings Limited (“FDH”) in ordinary shares in
Fortune Oil (the “Acquisition”). FDH is a joint venture company owned 55 per cent by First Level Holdings
Limited (controlled by Mr Daniel Chiu) and 45 per cent by Vitol Energy (Bermuda) Limited, a major
shareholder of the Company.
Shareholders also approved the amendment to the terms of the loan from FDH to Fortune Oil of US$12 million
(£7.5 million), such that it was repaid in Ordinary Shares in Fortune Oil (the “Loan Settlement”).
Fortune Oil obtained from the UK Takeover Panel and from the independent shareholders of the Company a
waiver of the requirement of Rule 9 of the UK Takeover Code for a general offer to be made for the Company
by persons who, as a result of receiving ordinary shares through the Loan Settlement and completion of the
Acquisition, now own 56.9 per cent of the Company’s issued share capital.
Pursuant to the Share Purchase Agreement (“SPA”) dated 16 December 2012 as supplemented by the Deed of
Assignment and Novation dated 6 August 2013, by which the Group sold FGIH to CGH the Company
announced on the 27 November 2013 that it had elected to receive the Deferred Consideration of US$200
million (£127.8 million) by way of CGH issuing new shares in accordance with the terms of the SPA. The listing
permission from the Hong Kong Stock Exchange having been obtained the 184,119,463 new shares in CGH
have been issued to the Group. The number of CGH Shares was calculated based on the benchmark share price
(the 30-day average closing price) of HK$8.421 per CGH share.
CGG, the joint venture company in which the Group has a 50 per cent interest, owns 732,446,000 CGH shares,
representing 14.68 per cent of CGH total issued shares as at 31 December 2013. As at 26 February 2014, the
Group and CGG together held 916,565,463 shares in CGH representing 18.36 per cent of CGH’s total issued
shares of 4,991,748,561, as per CGH’s latest public information posted on 4 February 2014. As a result of the
level of shareholding and the right to appoint two directors to the Board of CGH, CGH is accounted for as an
associated company.
As part of the terms of the SPA, Ms Li Ching has been appointed as an executive director of CGH with effect
from 10 January 2014. Ms Li’s responsibilities include overseeing the Group’s interests in CGH encompassing
the FGIH city gas and piped gas businesses, LNG ship and CBM developments and operations. Together with
Mr Liu Minghui being the managing director, the Group has strengthened its involvement and influence in CGH.
The Company has changed its financial year-end date from 31 December to 31 March starting from the financial
year of 2014. The change is to align the Company’s financial year-end with CGH to facilitate the preparation of
the Company’s consolidated financial statements. The Company’s statutory accounts for the fifteen months from
1 January 2013 to 31 March 2014 will be published by the end of July 2014. As a result payment of the
Company’s normal annual dividend will be deferred three months to November 2014 but will be related to a
fifteen months period.
As a result of the FGIH Transaction and the change of status of the SPM joint venture, the Company was no
longer able to maintain a Premium Listing on the London Stock Exchange but became a standard listed company,
with effect from 20 March 2013. The Company remains committed to maintain the high standards of corporate
governance and reporting standards as when the Company was a Premium Listed company. We will continue to
evaluate options such that Fortune Oil’s listing status meets the best interests of the Company and its
shareholders.
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NATURAL GAS
The Company’s strategic intent is to participate in the Chinese natural gas market through a long term strategic
investment in CGH, one of the largest natural gas companies in China.
Pre-completion of the FGIH sale to CGH, the revenue of the natural gas business, including the share of jointly
controlled entities, was £58.4 million, the operating profit was £11.4 million, and the natural gas sales volume
increased to 330 million cubic meters as operations at the new projects came on stream.
Post completion of the FGIH sale to CGH the revenue to the Group from the natural gas businesses of CGH
accounted for as the share of jointly controlled entities and associates was £46.2 million and the operating profit
was £79.3 million (including a reclassification to the income statement of the net gain of £76.1 million in fair
value of CGG’s investment in CGH, previously recognised in equity up to the date of when CGH became an
associate). Management believe the FGIH business within CGH is on target to meet the profit guarantee of
HK$200 million (£16 million) for 2013 as set out in the SPA. In addition to the profit guarantee for 2013, the
Group will also compensate CGH on a dollar for dollar basis if the net profits for the Natural Gas Business are
less than HK$400 million (£32 million) in 2014, but management believe no allowance needs to be made in this
regard at this moment.
As at 30 September 2013 CGH reported it had secured 208 city gas projects with exclusive concession rights an
increase of 27 compared to the same period in 2012. CGH operates 11 long distance natural gas pipeline projects
with the total length of the intermediate and main gas pipelines now reaching over 44,000 km an increase of 26.7
per cent.
As at 30 September 2013, the number of residential users of CGH was approximately 10 million, an increase of
23 per cent compared to September 2012 with the connectable city populations covered by CGH gas projects
increasing 7.7 per cent to 70 million. CGH connected 226 industrial customers as well as 3,485 commercial
customers over the six month period to September 2013 bringing the total number of industrial customers to
2,407, and commercial customers reached 54,497.
During the six month period to the 30 September 2013 CGH sold a total of 3.5 bcm of natural gas, an increase of
14.6 per cent over the same period of the previous year. The majority of the natural gas, 2.4 bcm, is supplied to
industrial users such as petrochemicals, ceramics, building materials, metallurgy and glass where margins are
typically higher than for gas supplied to the residential sector. CGH annual dividend for 2013 was HK8.48 cents
per share and an interim dividend of HK2.2 cents per share for the six month period ended 30 September 2013.
CGH continues to expand its network of natural gas vehicle refuelling stations and as of the 30 September 2013
operated 224 compressed natural gas (“CNG”), liquefied natural gas (“LNG”) or combined CNG/LNG (“L-
CNG”) stations. The use of LNG as a fuel in the marine sector has tremendous growth potential and CGH has
continued FGIH’s development of infrastructure to supply LNG as a fuel to ships on the Yangtze River. The
sites for the first three permanent LNG ship refuelling stations have been identified. Construction is in progress
on the station near Chongqing which will be operational in 2014. The initial design work is also being
progressed for the second station near the Three Gorges Dam and the third location near Nanjing. These are the
first of a number of stations being planned along the Yangtze River. Agreement has been reached with leading
shipping companies to start converting a number of their ships to run on LNG dual fuel technology. The Group
has established a new technical centre in Wuhan which will be responsible for developing and implementing the
LNG dual fuel technology.
Within CGH, the Fortune Liulin Gas Company (“FLG”) continues to make progress at its Liulin CBM
operations and the project is on track for first commercial gas sales in 2014 following the completion of the gas
gathering system. FLG drilled two additional wells in the northern section of the Liulin block and has in total
five inseam wells on production testing.
Total field production from the FLG horizontal wells has exceeded 70,000 cubic metres per day with the most
successful well to-date producing up to 20,000 cubic metres per day, a rate which exceeds all previous wells
drilled by FLG. Until the gas gathering system is in place, the bottom hole pressure and gas flow rates are being
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managed to avoid unnecessary flaring of gas. Including the gas production from the China United Coalbed
Methane Corporation (“CUCBM”) wells, the total gas field production from the Liulin block has exceeded
100,000 cubic metres per day.
Chinese Reserve Certification has now been obtained across the Liulin block for all of the main coal seams that
contain gas. An additional Chinese reserve certification of 16.3 bcm gas reserves were obtained for seams 3, 4
and 5 in the southern part of the Liulin block and for seams 8 and 9 for the whole Liulin block. The total gas in
place for the whole Liulin block (seams 3, 4, 5, 8 and 9) is therefore estimated by the Chinese approval agencies
to be 21.8 bcm. The Chinese Reserves Certification is a requirement of the Overall Development Plan (“ODP”)
approval process.
FLG has completed the ODP reports for the subsurface, surface and project economics and these are being
reviewed by CUCBM. FLG currently has five inseam wells on line and together with the CUCBM wells will
produce the gas for dispatch through the gas gathering system with the aim to commence commercial gas sales
in 2014.
OIL BUSINESS
In 2013, Bluesky’s sales of jet fuel continued to increase, rising by 13 per cent to 3.4 million tonnes compared to
3.0 million tonnes in 2012. Joint venture revenues increased to £2,288 million (2012: £2,021 million). Bluesky
achieved a net profit of £53.4 million in 2013 (2012: £47.2 million) with the Group’s share of £13.1 million an
increase of 14 per cent compared to 2012 (£11.5 million). Although there was a reduction in profit contribution
in the first half of 2013 as a result of inventory stock losses due to the reduction in aviation fuel prices during the
period this turned around in the second half of the year. Bluesky is committed to keeping sufficient storage to
supply jet fuel at each of its airports for approximately two weeks to ensure that operations remain uninterrupted.
With a stabilised government pricing policy, stable crude oil prices and increasing demand for passenger and
cargo traffic, we expect Bluesky’s sales volumes and profit to continue to remain robust.
The Group has entered into a new 20 year joint venture agreement with Sinopec in respect to the Maoming SPM.
Under the new shareholding structure, the shareholding interest in the SPM by the Group is 33 per cent and
accordingly, it will not hold a controlling equity stake in the joint venture. The scope of the new joint venture has
been expanded with the potential development of a new pipeline and buoy system. Since the joint venture
contract expired in February 2013 the Maoming SPM business has been deconsolidated and the net amount
expected to be recovered on dissolution of the joint venture has been recognised within “Trade and other
receivables” on the balance sheet as at 31 December 2013.
The SPM facility continues to operate efficiently and with an accident-free and spill-free record. In the first 6
weeks of 2013, prior to the expiration of the joint venture agreement, Maoming SPM handled 7 tankers
delivering a total of 1.1 million tonnes of crude oil.
Financial results up until the date of contract expiry are presented as discontinued operations and the Group will
not include the financial or operating performance post the joint venture expiration date in its results until the
new joint venture agreement is in place and effective. The new joint venture is expected to be an associate to the
Group, and equity accounting should be adopted once the joint venture becomes effective in Q1 2014.
The performance of the West Zhuhai Products Jetty and Storage Terminal (South China Petroleum Company)
improved during 2013 with increased utilisation. Throughput and storage volumes increased by 7.8 per cent in
2013 to approximately 2.6 million tonnes (2012: approximately 2.5 million tonnes) with company revenues of
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£8.3 million (2012: £7.2 million). The profit contribution to the Group increased 44.3 per cent to £1.1 million
compared to £0.8 million in 2012.
This terminal continues to play an important role for PetroChina given its strategic position in the downstream
business in Southern China. Options to diversify the terminal’s customer base continue to be evaluated.
TRADING BUSINESS
The Trading Business continues to focus on oil and petrochemicals products with turnover for the period has
increased to £182.4 million (2012: £123.4 million). Profits from operations amounted to £1.2 million in 2013
(2012: £1.0 million). In 2013 the total quantity of base oils and petrochemicals increased by 68.8 per cent to
approximately 265,000 tonnes compared to 157,000 tonnes in the same period in 2012.
The trading business continues to explore options for the expansion of the types of products that it trades. The
Group obtained one of the first licences issued in China to enable the supply and trading of diesel and other
refined products.
RESOURCES
Work on the Armenian iron ore projects continues to determine whether these assets can be developed
economically. The rail freight cost continues to be the major issue which is currently undermining the
commercial viability of these projects. Furthermore, projections of the long terms iron ore price appear to be
softening due to the slowdown in the economy growth globally, particularly in China. As a consequence, the
Group has recognised a non-cash impairment loss of £35.8 million with respect to the full carrying value of the
assets in the Armenian iron ore project.
The Group will not make any material investment in the development of this project unless there is an
economically viable investment case. Nevertheless the Group will continue to evaluate options to improve the
economics of these assets and is working with the Armenian authorities and the Armenian and Georgian rail
companies to determine if this is possible. The Group is also in discussions with customers in the neighbouring
countries since transport costs will be reduced significantly if the iron ore concentrate product can be sold to
local steel producers avoiding the need to export overseas.
Page 11 of 42
FINANCIAL REVIEW
In order to facilitate the preparation of the Company’s consolidated financial statements, Fortune Oil has aligned
its financial year-end with China Gas Holdings Limited’s (“CGH”) year-end of 31 March, starting from the
financial period to 31 March 2014.
Following the change of the financial year-end date, the Company has announced and published its unaudited
interim results for the period 31 December 2013. The Company will announce and publish its statutory accounts
for the fifteen months from 1 January 2013 to 31 March 2014 by the end of July 2014.
Following the decision to dispose of the Group’s natural gas business to CGH (the “FGIH Transaction”), it has
been classified in the consolidated financial position as held for sale starting at 31 December 2012 until
completion of its disposal in August 2013 and in addition the Maoming SPM business is in dissolution following
the expiration of the joint venture contract in February 2013. Consequently, the results of the Group’s natural gas
business and the Maoming SPM business are presented as discontinued operations in the consolidated income
statement and cash flow statement for the twelve months ended 31 December 2013, and the results for the in
2012 have also been presented on the same basis.
In order to provide a more comprehensive review of all of the Group’s operations, on a basis comparable with
that provided to shareholders in previous periods, the discussion of financial results below relates to continuing
operations and discontinued operations combined. The consolidated income statement distinguishes the results
of discontinued operations from those of continuing operations.
Accounting Treatments
The result of the natural gas business has been consolidated into the Group’s accounts until Completion, which
was also the date that FGIH and its sub-group has ceased to be subsidiaries of the Group. Please refer to “Natural
Gas” in note 3 to the accounts for detail.
Investment in CGH
As a result of having significant influence through exercisable nomination rights of the managing director and an
additional executive director in CGH granted at the FGIH Transaction together with the CGH shares hold
directly or indirectly by Fortune Oil, CGH has been treated as an associate of the Group and equity accounting
has been adopted since Completion.
The investment in CGH is divided into two layers: (i) direct holding by wholly owned subsidiaries of the
Company; and (ii) indirect holding by China Gas Group Limited (“CGG”), a jointly controlled entity between
the Group and Mr Liu Minghui. The accounting treatments in these layers are discussed as follows:
Page 12 of 42
As at 31 December 2013, Fortune Oil directly holds 184,119,463 CGH shares via Fortune Oil PRC Holdings
Limited and First Marvel Limited, both of which are wholly owned subsidiaries of the Company. Since CGH is
an associate of the Group, and thus accounted for under the equity method, the market value of the investment in
CGH is no longer directly reflected in the Group’s balance sheet, however, any decrease in CGH’s share price,
which is significant and prolonged, is objective evidence of impairment which will be charged to income
statement directly.
Treatments in CGG
Following Completion, CGG has also applied equity accounting by recognising CGH’s net profit according to
CGG’s shareholding percentage into the income statement. CGG’s income statement has also realised a gain in
fair value of CGG’s investment in CGH, previously recognised in equity up to, the date when CGH became an
associate, which was disclosed separately as “Other Gains and Losses” under the “Share of results of Jointly
Controlled Entities”, and accrued administrative expenses and finance costs to compute its net profit. Since
Fortune Oil has a 50 per cent shareholding in CGG, therefore the Group treats CGG as its jointly controlled
entity and shares 50 per cent of CGG’s net profit by adopting equity accounting to the Group. In terms of cash
flow, cash received from dividend declared by CGH has partially off-set the finance costs and other
administrative expenses incurred by CGG. (See the summary in “Profit contribution from investment in CGH”
under “Revenue and Expenditure” below for details)
As at 31 December 2013, CGG holds 732,446,000 CGH shares, representing 14.7 per cent of CGH’s total issued
share capital. As discussed above, since CGH is an associate to CGG and CGG is a jointly controlled entity to
the Group, and thus accounted for under the equity method, the market value of the investment in CGH is no
longer directly reflected in the Group’s balance sheet, however, any decrease in CGH’s share price, which is
significant and prolonged, is objective evidence of impairment which will be charged to income statement of
CGG directly.
During 2013, Fortune Oil entered into a new joint venture agreement with Sinopec in respect of the Maoming
SPM business. Under the new shareholding structure, the Group’s shareholding interest in the Maoming SPM
business is 33%. Accordingly, Fortune Oil will not hold a controlling equity stake in the joint venture. Yet, due
to its significant influence, the Group will treat this new joint venture an associate and therefore, equity
accounting will be adopted. Management expects that the Group should start recognising the share of results in
Maoming SPM business in the first quarter of 2014 when the new joint venture becomes effective.
Revenue from all operations including the Group’s share of jointly controlled entities increased by 16 per cent to
£856.6 million for the twelve months ended 31 December 2013 from £739.4 million for the same period in 2012.
This was largely driven by the inclusion of the share in CGH’s revenue since Completion, the growth in the
Group’s aviation refuelling business and trading business, netting off the sharp decrease in the Maoming SPM
business, due to the fact that no revenue has been included from the time of the expiry of the previous joint
venture agreement in February 2013, and the exclusion of revenue from the natural gas business following
Completion. Group revenue from all operations excluding jointly controlled entities has also increased to £233.1
million for the twelve months ended 31 December 2013 from £214.6 million for the same period in 2012.
Operating profit from all operations combined, before the share of other gains from jointly controlled entities of
the Group (see below for discussion), slightly decreased to £27.5 million for the twelve months ended 31
December 2013, compared with £28.5 million for the same period in 2012, decrease of 4 per cent. The decrease
was mainly due to the effect of the exclusion of the result of the Maoming SPM business from the time of expiry
of the joint venture agreement and exclusion of result of natural gas business after Completion, netting off by the
Page 13 of 42
profit contribution from the aviation refuelling business and the including of share of CGH’s result since
Completion.
The net profit from all operations attributable to owners of the parent was £164.1 million for the twelve months
ended 31 December 2013, an increase of 948 per cent compared with £15.7 million for the same period in 2012.
Basic earnings per share from all operations increased to 8.00 pence for the twelve months ended 31 December
2013, compared with 0.82 pence for the same period in 2012. The increase is mainly due to the combined effect
of the inclusion amount in “Other Gains and Losses” from subsidiaries and jointly controlled entities of the
Group (discussed below), the increase in profit contribution from aviation refuelling business, inclusion of share
of results of CGH since Completion, netting off the sharp decrease in the Maoming SPM business and the
exclusion of natural gas business after Completion.
Net profit from continuing operations was £158.0 million for the twelve months ended 31 December 2013, an
increase of 3,240 per cent compared with £4.7 million for the same period in 2012. Basic earnings per share
from continuing operations increased to 7.70 pence for the twelve months ended 31 December 2013, compared
with 0.25 pence for the same period in 2012. This is mainly due to the inclusion of a significant amount in
“Other gains and losses” (discussed below), the increase in profit contribution from aviation refuelling business,
and the inclusion of share of results of CGH since Completion.
Based on the accounting treatments discussed above, the profit contribution from investment in CGH for the
twelve months ended 31 December 2013 can be summarised in the following table:
Page 14 of 42
Loss on dilution of associate, included in the share of results of
jointly controlled entities £’000 (266)
Share of other gains with jointly controlled entity (CGG) £’000 76,081
Total profit from operations (see Segmental reporting in note 3 to
the accounts) £’000 79,274
* based on the CGH shares directly or indirectly held by the Group as at 31 December 2013.
** share of results of CGH as an associate was based on different shareholding percentages in CGH during 2013 since
Completion of the FGIH Transaction.
*** future shortfall in cash should be covered internally by: (i) an expected increase in dividend received in cash from
CGH; (ii) a new bank loan currently under negotiations bearing a lower interest rate, to replace part of the existing
ones.
Other gains and losses of the Group including share of jointly controlled entities were £141.2 million for the
twelve months ended 31 December 2013. Since the Armenian Iron Ore project impairment loss (see below for
discussion) is shared with the third parties’ non-controlling interests in the various companies, its effect on net
profits attributable to owners of the parent is reduced. As a result the “Other Gains and Losses” has a net impact
of £147.9 million on the net profit from all operations attributable to owners of the parent for the twelve months
ended 31 December 2013.
Other gains and losses of the Group including share of jointly controlled entities represent the combined effect of
(i) the gain on disposal of the Group’s natural gas business; (ii) the share of the gain in fair value of CGG’s
investment in CGH reclassified to the income statement on the date when CGH became an associate (being part
of the share of results of jointly controlled entities); partially offset by (iii) the impairment of the assets on the
Armenian iron ore project. Further detail is as follows:
Gain in fair value of CGG’s investment in CGH reclassified to the income statement on the date when CGH
became an associate
Following the completion of the FGIH Transaction, CGH became an associate. As a result, CGG recognised the
mark-to-market revaluation gain on CGH shares as at that date in its income statement, and consequently, part of
the net gain in fair value of available-for-sale investments in jointly controlled entities previously recognised in
“Other reserve” in the Group’s balance sheet has been recognised in the Group’s income statement on the date
when CGH became an associate. However, the gain generated by CGH shares transferred from Fortune Max
Holdings Limited, a private company controlled and beneficially owned by Mr Daniel Chiu, to CGG at
acquisition in April 2013 has not been reclassified to the income statement due to its being capital in nature. The
total gains in fair value changes of CGH shares reclassified to the Group’s income statement for the period ended
31 December 2013 were £76.1 million, which has been shown under the “Share of Results of Jointly Controlled
Entities – Other Gains”.
Other comprehensive loss was £1.1 million for the twelve months ended 31 December 2013, compared with
other comprehensive income of £32.6 million for the same period in 2012. This is mainly due to exchange gains
arising on translation of foreign operations of the Group of £5.6 million; the share of net gain in fair value of
available-for-sale investments in jointly controlled entity of £69.3 million; and the cumulative gains in fair value
of CGG’s investment in CGH being reclassified to the income statement on the date when CGH became an
associate of £76.1 million.
The other comprehensive income in the same period of 2012 is mainly due to the share of the net gain of £40.3
million in fair value of available-for-sale investments in respect of CGH shares held by CGG, less the combined
effect of exchange differences arising on the translation of foreign operations of the Group and the sale of its
investments in respect of CGH shares to CGG during 2012.
During the period, the Group invested £10.8 million as capital expenditure, which mainly consisted of the
expansion of gas pipeline networks, construction of LNG/CNG refuelling stations, and additions to exploration
and evaluation assets in respect of the iron ore mining licence in Armenia. The Group has also increased its loan
to CGG by £22.8 million in 2013.
Financial Position
The net assets of the Group as at 31 December 2013 were £334.5 million, compared with £246.8 million as at 31
December 2012. Investments in jointly controlled entities of the Group at 31 December 2013 were £229.2
million, compared with £135.5 million as at 31 December 2012. The increase was mainly the combined result of
the net gain in fair value changes of CGH shares (disclosed within the “Other Gains and Losses”), deducting the
dividend received from CGH, inclusion of the share of CGH’s results, and subtracting the administrative
expenses and finance costs in CGG.
Upon Completion of FGIH Transaction, the assets and associated liabilities of natural gas business were
eliminated against the consideration received from CGH before recognising as a gain on disposal in the
consolidated income statement. The consideration received was partly settled in cash and partly in CGH shares,
which has been included as “Investments in Associates”.
The intangible assets of the Group as at 31 December 2013 were £0.4 million, compared with £38.5 million as at
31 December 2012. The decrease was mainly due to the impairment on the Armenian iron ore project discussed
in “Other Gains and Losses” above.
The net borrowing position as at 31 December 2013 was £11.6 million compared with £61.1 million (after
excluding a net cash of £13.1 million in the natural gas business) as at 31 December 2012. With a cash balance
of £69.2 million as at 31 December 2013, together with the undrawn syndicated loan facility of £113 million
(US$180 million) and the expected positive cash flow generated from operation, the Group envisages no
difficulties in meeting both current loan repayment obligations and investment commitments.
Page 16 of 42
As a result of consideration received from the FGIH Transaction and the net gain in the fair value changes in
CGH shares held by the Group, the net gearing ratio (after deduction of cash) for the Group decreased to 3.5 per
cent as at 31 December 2013 against 24.7 per cent as of 31 December 2012.
In October 2013, an aggregate of 599,639,580 new ordinary shares of 1 pence each (the “New Ordinary Shares”)
have been allotted and issued to Fortune Dynasty Holdings Limited (“FDH”), The New Ordinary Shares are
issued at a price of 7.81 pence each. FDH is a private company owned by First Level Holdings Limited and Vitol
Energy (Bermuda) Limited, two of the major shareholders of the Company. The New Ordinary Shares consisted
of: i) 500,266,580 ordinary shares issued in connection with the acquisition of Wilmar International Limited’s
interest in the consideration receivable as a result of the FGIH Transaction; and ii) 99,373,000 ordinary shares
issued in connection with a loan settlement to FDH of US$12 million (£7.5 million).
The New Ordinary Shares have, therefore, increased the share capital and share premium of the Company by 1
pence each and 6.81 pence each, respectively.
Finance expenses for the Group from all operations (excluding share of jointly controlled entities and associates)
were £5.3 million in the twelve months ended 31 December 2013, compared with £6.1 million in the same
period of 2012, mainly due to the decrease in the weighted average Group borrowing throughout the year and the
exclusion of finance expenses in the Group’s natural gas business after the completion of FGIH Transaction.
The Group’s total tax charge in the twelve months ended 31 December 2013 from all operations (excluding
share of jointly controlled entities and associates) was £4.6 million (same period of 2012: £8.2 million)
representing an effective tax rate of 19.6 per cent (after excluding non-taxable capital gains and losses of £141.2
million), compared with 29 per cent in the same period of 2012. The decrease in effective tax rate was mainly
the result of the exclusion of income tax charge in the Group’s natural gas business after the completion of the
FGIH Transaction.
Foreign Exchange
The revenues and expenses of the Group are mainly denominated in China’s renminbi (RMB). The remaining
expenses are denominated either in pound sterling (£) or in Hong Kong dollars (HK$), which is pegged to the
US dollar, or in US dollars (US$). On average for the twelve months ended 31 December 2013, the RMB
appreciated against the US$ by 2.6 per cent and the pound sterling depreciated by 1.6 per cent against the US$,
hence there was an overall 4.2 per cent depreciation of the pound sterling against the RMB. This currency
movement has had the effect of increasing our profits as measured in pound sterling.
The assets and liabilities of the Group are also primarily denominated in RMB, with our Armenian investment
being denominated in US$. The remaining balance, which represents a small proportion of the assets and
liabilities, are denominated in pound sterling and HK$. As at 31 December 2013, the closing pounds sterling
depreciated against the RMB 0.7 per cent, however, it appreciated against US$ by 2.0 per cent.
The Group does not have a policy to hedge currency risk and therefore any changes in the RMB/£ exchange rate
are likely to affect the Groups’ results which are presented in pounds sterling.
Capital Structure
Most of the Group’s investments and expenses take place in the People’s Republic of China (the “PRC”) and are
held through Fortune Oil PRC Holdings Limited, a wholly owned subsidiary of the Company incorporated in
Hong Kong. To facilitate inter-company restructuring, most of the investments in China are held through
subsidiary Hong Kong registered companies. The Group’s interests in Armenia are held through a separate
investment structure. The Group’s UK operations consist only of local representation as a direct expense to the
Company.
Page 17 of 42
Refinancing
In October 2013, Fortune Oil PRC Holdings Limited signed a US$300 million (£188 million) loan agreement.
The facility is denominated in US$ with a term of three years and a margin of 2.75 per cent over LIBOR. The
facility is guaranteed by Fortune Oil PLC and secured by share charges over its various Hong Kong subsidiaries.
The purpose of this is to maximise the borrowing capacity and to lock in low-cost financing at current levels
before the liquidity has been tightened in the loan market. This new facility, which has been partly used to repay
the outstanding balance under the previous syndicated loan of US$180 million (£113 million) signed in April
2011, will provide the Group with working capital, and finance new investment.
Dividend
Although it is not generally the Company’s policy to pay ordinary interim dividends, a special interim dividend
of 2.36 pence per ordinary share was paid to shareholders on 25 October 2013 as a result of the completion of
the FGIH Transaction.
A final dividend of 0.16 pence per ordinary share was paid to shareholders on 15 August 2013, in respect of
2012 financial year.
Our business is supplying China with energy and resources, principally oil and natural gas. There are a number
of potential risks and uncertainties which could have a material impact on the Group’s performance over the
remaining three months of the financial year and could cause actual results to different materially from expected
and historical results.
As a result of the completion of the FGIH Transaction, the risks referred to below are the additional risks which
are considered by the Group to be material:
A significant proportion of the Group’s business is conducted through associate or jointly controlled entities and
in certain of these operations, the Group does not have board control or control of day-to-day operations. The
Group is therefore dependent upon the decision making processes and internal controls put in place by its
investment partners and operated by the staff of the associates or jointly controlled entities. If incorrect business
decisions are taken or, through lack of overriding internal controls, assets and/or revenues may be lost, then the
value of and income and dividends received from such associates and jointly controlled entities may be
materially reduced. The Group seeks involvement in these decision making processes, using its rights to appoint
directors and/or managers, monitoring the results of internal controls and using its rights to access trading
information to reduce the risk associated with such non-controlled entities.
The Group’s Financial Conditions or Results of Operations are affected by those of CGH
The Group effectively owns approximately 11.0% of CGH which operates in more than 200 city piped gas
projects in the PRC. As at the 31 December 2013, the investment in CGH represents 56.4% of the Group’s total
assets, hence its financial conditions and results of operations may be affected by the share price performance
(which may lead to impairment testing on “Investments in Associates”), the issuance of new CGH shares (that
the dilution effect may have impact on the Group’s profit from operations, for example the reduction in share of
profit from CGH, which is based on the shareholding percentage), the sustainability of dividend pay-out ratio,
the financial performance (which would have direct impact on the Group’s profit from operations), and the
financial position of CGH.
Page 18 of 42
Except for the abovementioned additional risk factors, there is no other changes since the date of Annual Report
2012, where the principal risks and uncertainties, their effects and our management strategy are detailed on
pages 24 and 25 of that report.
The principal risks and uncertainties facing the Group’s operations include: concentration risks, pricing risks,
regulatory and relationships risks, health, safety and environment risks, attraction and retention of key
employees, development risks, uninsured risks and investment risks.
The Group’s business activities and associated opportunities and risks are set out above in the “Business
Review” and “Principal Risks and Uncertainties”. The financial position of the Group, its cash flows and
liquidity position is described in the Financial Review. In the management of liquidity risk, the Group monitors
and maintains a level of cash and cash equivalents deemed adequate by the management to finance the Group’s
operation and mitigate the effects of fluctuations in cash flows. The Group expects to meet its capital
expenditure requirements from medium term loan facilities and the cash consideration from CGH for the FGIH
Transaction.
International exchange rates that affect commodity prices and hence the Group’s revenues in China as
denominated in US dollars or pound sterling
As at 31 December 2013, the Group had a cash balance of £69.2 million and a net borrowing position of £11.6
million. With the undrawn syndicated loan facility of £113 million (US$180 million) and the expected positive
cash flow generated from operation, the Group’s current forecasts and projections, adjusting for reasonably
possible changes in trading conditions, show that the Group will be able to repay the interest and principal
payments in a timely manner and in accordance with loan agreements and to operate within the required
covenants.
The Directors believe that the Group has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, Fortune Oil continues to adopt the going concern basis in preparing the half
year report and accounts.
On 2 December 2013, Dr Tian Jun has been appointed as an Executive Director of the Company. On 31
December 2013, Mr Tee Kiam Poon has resigned as an Executive Director of the Company.
Save as the above mentioned, the names and functions of the Directors of Fortune Oil are listed in the
Company’s Annual Report for 2012. We confirm that, to the best of each person’s knowledge:
1. The condensed set of financial statements, which have been prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the
Group, or the undertakings included in the consolidation as a whole as required by DTR 4.2.4R;
2. The interim management report for the twelve months ended 31 December 2013 includes a fair review of
important events that have occurred during the first twelve months of the financial year, and their impact on
Page 19 of 42
these twelve months financial report and a description of the principal risks and uncertainties for the
remaining three months of the financial year in accordance with DTR 4.2.7R; and
3. The interim management report includes a fair review of disclosures of related party transactions that have
taken place in the first twelve months of the financial year and that have materially affected the financial
position or the performance of the Group during that period and any changes in the related party transactions
described in the last annual report that could have a material effect on the financial position or performance
of the Group in the first twelve months of the current financial year in accordance with DTR 4.2.8R.
These interim results have not been audited and nor reviewed.
TIAN Jun
Acting Chief Executive
Page 20 of 42
FORTUNE OIL PLC
Second Interim Report
Consolidated Income Statement for the period ended 31 December 2013
Profit for the period 151,227 8,797 160,024 4,586 15,892 20,478
Attributable to:
Owners of the parent 157,986 6,141 164,127 4,730 10,936 15,666
Non-controlling interests (6,759) 2,656 (4,103) (144) 4,956 4,812
Page 21 of 42
FORTUNE OIL PLC
Second Interim Report
Consolidated Statement of Comprehensive Income for the period ended 31 December 2013
12 months 12 months
ended ended
31.12.13 31.12.12
Amount in £’000 Notes (Unaudited) (Audited)
Profit for the period 160,024 20,478
Items that will not be reclassified subsequently to profit or loss
Share of capital contribution on acquisition of available for sale financial assets in
jointly controlled entities 10 33,610 –
33,610 –
Items that will may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations 5,608 (4,545)
Net gain in fair value of available for sale financial assets – 773
Reclassification adjustment for net gain in fair value of available for sale financial
assets included in profit – (3,953)
Share of net gain in fair value of available for sale financial assets in jointly
controlled entities 10 35,734 40,347
Reclassification adjustment for share of net gain in fair value of available for sale
financial assets in jointly controlled entities included in profit 10 (76,081) –
(34,739) 32,622
Other comprehensive income for the period (1,129) 32,622
Total comprehensive income for the period 158,895 53,100
Attributable to:
Owners of the parent 160,767 49,488
Non-controlling interests (1,872) 3,612
158,895 53,100
These components of other comprehensive income have been presented net of related tax effects.
Page 22 of 42
FORTUNE OIL PLC
Second Interim Report
Consolidated Statement of Financial Position at 31 December 2013
Page 23 of 42
FORTUNE OIL PLC
Second Interim Report
Consolidated Statement of Financial Position at 31 December 2013 (cont.)
After the
reclassification
2013 2012
Amount in £’000 Notes (Unaudited) (Audited)
Equity
Capital and reserves
Ordinary shares 15 25,871 19,875
Treasury shares (678) (678)
Share premium 50,969 10,129
Other reserves 33,610 40,347
Foreign currency translation reserve 11,204 25,189
Retained earnings 209,820 93,551
Page 24 of 42
FORTUNE OIL PLC
Second Interim Report
Consolidated Cash Flow Statement for the period ended 31 December 2013
12 months 12 months
ended ended
31.12.13 31.12.12
Amount in £’000 Notes (Unaudited) (Audited)
Net cash from operating activities 18 14,715 16,050
Page 25 of 42
FORTUNE OIL PL
Second Interim Report
Consolidated Statement of Changes in Equity for the period ended 31 December 2013
Page 26 of 42
FORTUNE OIL PLC
1. Basis of preparation
The condensed financial statements have been prepared in accordance with International Accounting
Standard 34 Interim Financial Reporting, as adopted by the European Union.
The Company has changed its financial year-end date from 31 December to 31 March. Accordingly, the
Company’s statutory accounts will be in respect of the 15 months to 31 March 2014. The change is to
align the Company’s financial year-end with China Gas Holdings Limited (“CGH”) to facilitate the
efficiency of preparation of the Company’s consolidated financial statements and accounts.
Following the decision to dispose of the Group’s shareholding in Fortune Gas Investment Holdings
Limited (“FGIH”) and its sub-group to CGH (the “FGIH Transaction”), it has been classified in the
consolidated financial position as held for sale starting at 31 December 2012 until completion of its
disposal in August 2013 and in addition the Maoming SPM business is in dissolution following the
expiration of the joint venture contract in February 2013. Consequently, the results of the Group’s
natural gas business and the Maoming SPM business are presented as discontinued operations in the
consolidated income statement and cash flow statement for the twelve months ended 31 December 2013,
and the results for the same period of 2012 have also been presented on the same basis.
The financial information for the twelve months ended 31 December 2013 was neither audited nor
reviewed by the auditors. The information for the year ended 31 December 2012 does not constitute
statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory
accounts for that year has been delivered to the Registrar of Companies. The auditor’s report on these
accounts was not qualified, did not include a reference to any matters to which the auditor drew attention
by way of emphasis without qualifying the report and did not contain statements under section 498(2) or
(3) of the Companies Act 2006.
The Directors are satisfied that the Group has sufficient resources to continue in operation for the
foreseeable future, a period of no less than twelve months from the date of this report. Accordingly, they
continue to adopt the going concern basis in preparing the condensed financial statements. Detail of the
factors that which have been taken into account in assessing the Group’s going concern status are set out
on page 20 of the going concern statement.
Page 27 of 42
2. Significant accounting policies
The condensed financial statements have been prepared under the historical cost convention, except for
the revaluation of certain properties and financial instruments.
The same accounting policies, presentation and methods of computation have been followed in these
condensed financial statements as were applied in the preparation of the Group’s financial statements for
the year ended 31 December 2012, with the following exceptions. In the current year, the Group has
applied, for the first time, the following new and revised Standards and Interpretations, which are
effective for the Group’s financial year beginning 1 January 2013, but have not had any significant
impact on the financial statements for the 12 months to 31 December 2013.
3. Segmental Reporting
The Group has adopted IFRS 8 Operating Segments to identify eight operating segments on the basis of
internal reports about components of the Group which are reviewed regularly by the chief operating
decision maker in order to allocate resources to the segment and to assess its performance.
The Group has classified the operating divisions and the reportable segments under IFRS 8 as
“Investment in CGH”, “Natural Gas”, “Single point mooring facility”, “Aviation refuelling”, “Trading”,
“Products terminal”, “Resources” and “Others”.
Page 28 of 42
Information regarding these segments is presented below.
Oil
Office overheads *
Taxation
Attributable to
Owners of the parent
Non-controlling interests
31.12.13 31.12.12 31.12.13 31.12.12 31.12.13 31.12.12 31.12.13 31.12.12 31.12.13 31.12.12
Amount in £’000 (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Audited)
Assets
Segment assets 313,873 98,655 31,431 31,981 188,344 53,798 6,129 5,154 10,276 46,288
Unallocated assets
Consolidated total assets
Liabilities
Segment liabilities – – (4) (484) (127,830) (17,283) – – (8,176) (8,327)
Unallocated liabilities ***
Consolidated total liabilities
Page 29 of 42
(a) Operating segments (cont.)
Group revenue – – 182,431 123,411 1,570 17,308 49,141 73,869 50,711 91,177 233,142 214,588
Profit for the period 151,227 4,586 8,797 15,892 160,024 20,478
Attributable to
31.12.13 31.12.12 31.12.13 31.12.12 31.12.13 31.12.12 31.12.13 31.12.12 31.12.13 31.12.12 31.12.13 31.12.12
Amount in £’000 (Unaudited) (Audited) (Unaudited) (Unaudited) (Unaudited) (Audited) (Unaudited) (Audited) (Unaudited) (Unaudited) (Unaudited) (Audited)
Liabilities
Segment liabilities (2,394) (2,328) (138,404) (28,422) – (2,582) – (38,894) – (41,476) (138,404) (69,898)
Unallocated liabilities *** (83,081) (114,490) – – – – – – (83,081) (114,490)
Consolidated total
liabilities (221,485) (142,912) – (2,582) – (38,894) – (41,476) (221,485) (184,388)
Page 30 of 42
(b) Analysis of group revenue
12 months 12 months
ended ended
Amount in £’000 31.12.13 31.12.12
Sales of goods 218,174 191,365
Income from gas connection contracts 11,592 21,185
Rental income 5 899
Others 3,371 1,139
233,142 214,588
Investment revenue 1,203 1,660
234,345 216,248
The investment in CGH is divided into two layers: (i) direct holding by wholly owned subsidiaries of the
Company; and (ii) indirect holding by China Gas Group Limited (“CGG”), a jointly controlled entity
between the Group and Mr Liu Minghui.
12 months
ended
Amount in £’000 Notes 31.12.13
Share of results of associates 11 541
Share of results, before other gains, of jointly controlled entity (CGG) 10 2,652
Reclassification adjustment for share of net gain in fair value of available for
sale financial assets in jointly controlled entities included in profit 10 76,081
79,274
31.12.13 31.12.12
Amount in £’000 Notes (Unaudited) (Audited)
During 2013, the Group has completed an extensive assessment of the Armenian iron ore project, which
indicated that the assets may not be developed economically, as a consequence, the Group recognised an
impairment of Exploration and Evaluation (“E&E”) and other assets related to the Armenian iron ore
project of £35.8 million.
Page 31 of 42
5. Income tax charge
Interim period income tax is accrued based on the average effective income tax rate of 19.6 per cent
(after excluding non-taxable capital gains and losses of £141.2 million) (12 months ended 31 December
2012: 28.7 per cent).
The Group tax charge does not include corporate income tax for jointly controlled entities and
associates, whose results are disclosed in the statement of comprehensive income net of tax.
Please refer to the financial review for discussion on the tax charges during the period.
6. Dividends
12 months ended
Amount in £'000 31.12.13 31.12.12
Amounts recognised as distributions to equity holders in the period:
Final dividend for the 12 months ended 31 December 2012 of 0.16p
(2011: 0.18p) per share 3,056 3,424
Special dividend for the 12 months ended 31 December 2012 of 2.36p
(2011: nil) per share 45,101 –
48,157 3,424
The Directors do not recommend the payment of an interim dividend in respect of the 12 months ended
31 December 2013.
Earnings per share has been calculated by dividing earnings attributable to the shareholders by the
weighted average number of shares in issue during the respective periods, as indicated below:
31.12.13
Continuing operations Discontinued operations Total
No. No. No.
'000 pence '000 pence '000 pence
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
Basic 2,050,625 7.70 2,050,625 0.30 2,050,625 8.00
Share option
adjustment 16,173 – 16,173 – 16,173 –
Diluted 2,066,798 7.64 2,066,798 0.30 2,066,798 7.94
31.12.12
Continuing operations Discontinued operations Total
No. No. No.
'000 pence '000 pence '000 pence
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) (Audited)
Basic 1,901,220 0.25 1,901,220 0.57 1,901,220 0.82
Share option
adjustment 15,558 – 15,558 – 15,558 –
Diluted 1,916,778 0.25 1,916,778 0.57 1,916,778 0.82
Page 32 of 42
Page 33 of 42
8. Property, plant and equipment
During the period, the Group spent approximate £10.8 million on assets in the course of contruction,
consisting of gas pipeline networks, motor vehicles and fixture and fittings. From this amount, £8.2
million relate to the Group’s natural gas business which was injected into CGH on completion of the
FGIH Transaction in August 2013, and therefore disposed of in the period. In February 2013 Maoming
King Ming Petroleum was dissolved and the carrying amount at the date of dissolution was £4.5 million.
The Group also disposed of certain parts of its motor vehicles and fixture and fittings with a carrying
amount of £0.4 million.
The depreciation charge for the period was £0.5 million (2012: £7.4 million). The significant decrease
was mainly as the property, plant and equipment were reclassified as held for sale at 31 December 2012.
9. Intangible assets
During the period, the Group spent approximately £1.0 million (2012: £4.6 million) on E&E assets in
Armenia. At the end of December 2013, the Group completed an extensive assessment of the Armenian
iron ore project which indicated that the iron ore assets may not be developed economically, as a
consequence, the Group impaired the carrying amount of the E&E assets of £35.2 million at 31
December 2013.
The amortisation charge for the period was £1,000 (2012: £0.8 million). The significant decrease was
mainly as the intangible assets of FGIH were reclassified as held for sale at 31 December 2012.
There were no acquisitions of jointly controlled entities during the period. On 17 December 2012, the
Group conditionally agreed to inject its natural gas business into CGH. The FGIH Transaction was
completed in August 2013, therefore, all assets and liabilities of natural gas group which were generated
during the period were disposed in August 2013. Details are as follows:
Page 34 of 42
During the period, the share of profits, before other gains, of CGG is £2.7 million.
Share of profit includes other gains of £76.1 million representing the net gain arising from changes in
fair value, previously recognised in equity and reclassified to the income statement following the
classification as an associate of the interest held in CGH by CGG, a joint controlled entity of the Group.
On 17 December 2012, the Group conditionally agreed to inject its natural gas business into CGH. The
FGIH Transaction was completed in August 2013, therefore, all assets and liabilities of natural gas group
which were generated during the period were disposed in August 2013.
In November 2013, CGH allotted and issued 184 million ordinary shares to the Company’s subsidiaries
(representing 3.7% of CGH’s share capital), to satisfy the second consideration of the FGIH Transaction
(US$200 million equal to £127.8 million). This amount includes the payable to non-controlling interest
of FGIH as the Group acquired that entity’s rights and obligations under the FGIH Transaction in
October 2013.
As a result of having significant influence through exercising the nomination rights of managing director
and an additional executive director in CGH granted at the FGIH Transaction together with the CGH
shares held directly or indirectly by Fortune Oil, CGH has been treated as an associate of CGG and of
the Group. During the period, the share of profits of CGH is £0.5 million. Details are as follows:
Associates
Interest in
Amount in £'000 associates
Share of net assets/cost
At 1 January 2013 –
Exchange rate difference (6,409)
Addition of investment 127,771
Share of profit 502
Disposal of associate (note 17) 22
At 31 December 2013 121,886
The significant increase in trade and other receivables was mainly due to deposits made in respect to
trading transactions amounting to £95 million at 31 December 2013 (2012: £0.4 million) (see note 14).
Included in trade and other receivables is an amount of £0.8 million that represents the net amount
expected to be recovered on dissolution of the joint venture in Maoming King Ming Petroleum Company
Limited that was dissolved on 5 February 2013. From this date control has been lost and therefore
consolidation is no longer appropriate.
Page 35 of 42
13. Borrowings
On 7 August 2013, the Company issued the Loan Notes of £7.5 million (US$12 million) to Fortune
Dynasty Holdings in order to fund the Group’s near-term capital expenditure, particularly the capital
expenditure relating to FGIH, and to provide additional general working capital. The Loan Notes were
settled by way of the issue of the 99,373,000 ordinary shares of the Company, with the balance of
approximately US$80,000 of principal and all accrued interest paid in cash in October 2013.
In October 2013, the Group entered into a new loan facility of £188 million (US$300 million), of which
£75 million (US$120 million) had been drawn down by the Group at 31 December 2013 and £113
million (US$180 million) remains undrawn. The loan is with a term of three years and a margin of 2.75
per cent above LIBOR. The loan has been used to repay the existing syndicated loan, provide the Group
with working capital, and finance new investment. The facility is guaranteed by the Company and
secured by share charges over its various Hong Kong subsidiaries.
In addition, new trading loans of £13 million had been drawn down during the period.
The significant increase in trade and other payables was mainly due to deposits of £68 million received
from trading customers at 31 December 2013 (2012: £5.2 million) (see note 12).
On 3 October 2013, the Company issued 599,639,580 new ordinary shares of 1p each, as follows:
(a) 500,266,580 ordinary shares of 1p each were issued as the consideration ($60 million equal to £39.1
million) for the acquisition of First Marvel Investment Limited (“FM”). FM was acquired to obtain the
rights and obligations of the non-controlling interest holder in FGIH accruing to it under the FGIH
Transaction.
(b) 99,373,000 ordinary shares of 1p each were issued to settle the Loan Notes of US$12 million (£7.5
million) described in note 13.
Financial instruments that are measured subsequent to initial recognition at fair value are grouped into
levels 1 to 3 based on the degree to which the fair value is observable:
– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets
for identical assets or liabilities;
– Level 2 fair value measurements are those derived from inputs other than quoted prices included
within level 1 that are observable for the asset or liabilities, either directly (i.e. as prices) or
indirectly (i.e. derived from prices); and
– Level 3 fair value measurements are those derived from valuation techniques that included inputs for
the asset or liabilities that are not based on observable market date (unobservable inputs).
Page 36 of 42
The fair value of the derivative financial liability related to the share options written as part of the
restructure of interests in Fortune Liulin Gas Company Limited (“Liulin”) is determined in accordance
with generally accepted pricing models based on the fair value of Liulin. The fair value measurements
were derived from valuation techniques that included inputs that are not based on observable market data
and as such have been classified as a Level 3 fair value measurement.
During the twelve months ended 31 December 2013, there were no transfers between levels (2012:
none).
31.12.13 31.12.12
(Unaudited) (Audited)
Level Level Level Level Level Level
Amount in £’000 1 2 3 Total 1 2 3 Total
Financial assets
Available for sale investments –
quoted – – – – – – – –
Available for sale investments –
unquoted – – 1,909 1,909 – – 1,948 1,948
– – 1,909 1,909 – – 1,948 1,948
Financial liabilities
Profit guarantee (note 17) – – – – – – – –
Derivative financial liabilities –
option – – – – – – 68 68
– – – – – – 68 68
Available-for-sale investments
Amount in £’000
Balance at 1 January 2013 1,948
Exchange difference (39)
Balance at 31 December 2013 1,909
Page 37 of 42
17. Disposal of subsidiaries
On 17 December 2012, the Group conditionally agreed to inject its natural gas business into CGH for a
total consideration of £255.5 million (US$400 million) (the “FGIH Transaction”), of which the Group
share was then £217.2 million (US$340 million), with the balance payable to non-controlling interest.
The FGIH Transaction was completed in August 2013 on which date control of FGIH passed to CGH.
As part of the FGIH Transaction, the Group will compensate CGH on a dollar for dollar basis where the
net profits for the Natural Gas Business for FY2013 are less than HK$200 million (approximately £16
million) or are less than HK$400 million (approximately £32 million) in 2014. This compensation
agreement is not subject to any cap.
As Management believe the FGIH business within CGH is on target to meet the profit guarantee and the
possibility of the compensation is remote, no liabilities for compensation has been recognised as at 31
December 2013.
The assets and liabilities of the subsidiaries classified as held for sale are as at 31 December 2012 are as
follows:
Page 38 of 42
The major classes of assets and liabilities of the subsidiary at the date of disposal were as follows:
Page 39 of 42
18. Note to cashflow statement
12 months 12 months
ended ended
31.12.13 31.12.12
Amount in £’000 (Unaudited) (Audited)
Net cash from operating activities
Profit for the period 160,024 20,478
Adjustments for:
Share of post-tax results of jointly controlled entities excluding
other gains (19,018) (14,568)
Share of other gains recognised in jointly controlled entities (76,081) –
Share of post-tax results of associates (502) (52)
Taxation 4,602 8,246
Amortisation 1 834
Depreciation 537 7,426
Impairment of E&E and other assets 35,769 –
Loss on disposal of property, plant and equipment 335 1,813
Government grant – (1,092)
Gain on disposal of subsidiary undertakings (100,872) –
Gain on disposal of available for sales investments – (4,645)
Share-based payments 299 700
Investment revenue (1,203) (1,660)
Finance costs 5,269 6,095
Decrease / (increase) in inventories 1,630 (282)
Increase in trade and other receivables (13,301) (5,433)
Increase in trade and other payables 20,885 6,088
Net cash from operations 18,374 23,948
Taxation paid (3,659) (7,898)
Net cash from operating activities 14,715 16,050
Page 40 of 42
19. Related party transactions and significant contracts
The Group’s related parties, the nature of the relationship and the extent of transactions with them are
summarised below:
31.12.13 31.12.12
Amount in £’000 Sub note (Unaudited) (Audited)
Loans to equity non-controlling interests to subsidiaries 1 5,084 5,349
Trade account receivable from non-controlling shareholders 2 – 876
Trade account payables from non-controlling shareholders 2 – 1,585
Shareholder loans to jointly controlled entities (note 10) 3 75,248 56,024
Sales of goods to jointly controlled entities 4 2,785 4,241
Purchase of goods from jointly controlled entities 4 1,615 2,310
Current account due to Vitol Energy (Bermuda) Ltd 4 – (476)
Sub notes
1. Loans of £5,084,000 (2012: £5,349,000) comprised mainly loans to the non-controlling shareholders. A
£1,445,000 (2012: £1,450,000) loan to the non-controlling shareholders of Beijing Everthriving Energy
Technology Company Limited is unsecured, interest fee and without fixed payment terms. A £3,639,000 (2012:
£3,899,000) loan to the non-controlling shareholders of Bounty Resources Armenia Limited is guaranteed,
interest bearing at a margin of 4% over LIBOR p.a. and repayable in June 2014.
3. The shareholder loans are part of shareholders’ investment in the jointly controlled entities. These are
common methods of making an investment in jointly controlled entities in the PRC.
£75,105,000 (2012: £55,878,000) was loaned to China Gas Group Limited which is established in Hong Kong
and £143,000 (2012: £146,000) was due from Zhuhai Special Economic Zone South China Petroleum
Company Limited.
4. Purchase from jointly controlled entity – Jining Qufu New Fu Hong Gas Limited amounted to £1,615,000
(2012: £2,310,000). Sales from Group’s subsidiary, Xinyang Fortune Gas Company Limited and Beijing
Fuhua Natural Gas Limited to Group’s jointly controlled entity, Xinyang Fortune Vehicle Gas Company
Limited and Beijing Fuhua Natural Gas Logistics Limited, amounted to £2,649,000 and £136,000 (2012:
£4,241,000 and £nil) respectively.
Current account due to Vitol Energy (Bermuda) Ltd, a significant shareholder of the Company, amounted to
£nil (2012: £476,000).
5. Fortune Max Holdings Limited (“FMH”) is a private company controlled and beneficially owned by Mr
Daniel Chiu. During 2012, FMH had entered into arrangements with lenders to finance the purchase of China
Gas Holdings Limited (“CGH”) shares, and then entered into a verbal understanding to sell any such CGH
shares to CGG, at all cost associated with the purchase and financing of any CGH shares acquired as and
when these are transferred to CGG, and any losses arising on the CGH shares acquired by FMH. In April
2013, CGG has acquired all the 207,968,000 CGH shares previously purchased by FMH by its own financing
capacity. Under the terms of the agreement with CGG, FMH generated neither profit nor incurred any loss
from its transaction in CGH shares, however CGG recognised a gain in equity of over £67.2 million based on
the market value at the date of transfer, with the Group's share being £33.6 million.
Page 41 of 42
6. On 7 August 2013, the Group entered into a conditional sale and purchase agreement to purchase the entire
issued share capital of First Marvel Investment Limited (“First Marvel”) which has been incorporated for the
purpose of acquiring Wilmar International Limited’s interest in the consideration receivable as a result of the
FGIH Transaction (the “Wilmar Consideration”). First Marvel is a wholly-owned subsidiary of Fortune
Dynasty Holdings Limited (“FDH”), a joint venture company owned 55 per cent by First Level Holdings
Limited, which is in turn controlled by Mr Daniel Chiu. The conditional sale and purchase agreement includes
consideration of £39.4 million (US$60 million), and an unsecured fixed rate loan note instrument with FDH.
Under the Loan Instrument, FDH has agreed to subscribe in cash at par for £7.9 million (US$12 million)
nominal amount of fixed rate unsecured loan notes issued by the Group (the “Loan Notes”). The Loan Notes
have a maturity date of 7 February 2014. Interest is payable on the Loan Notes at a rate of 7% per annum (see
note 13).
On 25 September 2013, the Company announced that the acquisition of First Marvel and the amendment of
the loan received from FDH amounting to US$12 million were approved by shareholder in the General
Meeting, such that it will be repayable in shares in Fortune Oil (the “Loan Settlement”) with the balance of
approximately US$80,000 of principal and all accrued interest paid in cash.
On 3 October 2013, Fortune Oil issued 599,639,580 new ordinary shares of the Company for the acquisition
of First Marvel and the Loan Settlement (see note 15).
7. Included in trade and other receivables is an amount of £0.8 million that represents the net amount expected to
be recovered on dissolution of the joint venture in Maoming King Ming Petroleum Company Limited that was
dissolved on 5 February 2013. From this date control has been lost and therefore consolidation is no longer
appropriate.
8. The investment in CGH is divided into two layers: (i) direct holding by wholly owned subsidiaries of the
Company; and (ii) indirect holding by CGG, a jointly controlled entity between the Group and Mr Liu
Minghui. In October 2013, the Group loaned £22.8 million to CGG to further purchase 30,000,000 ordinary
shares of CGH from Mr Liu Minghui.
20. Litigation
In April 2012, an action was commenced in the High Court of Hong Kong by Caspian Resources
Development Pte Limited (“CRDPL”) against Fortune Oil, Giant Global Development Limited
(“GGDL”), a wholly owned subsidiary of Fortune Oil, and George Howard Richmond in relation to the
validity of the sale and purchase of a 16.7 per cent shareholding in Caspian Bounty Steel Limited
(“CBSL”) by Mr Richmond to GGDL in January 2011. CBSL is the company through which Fortune
Oil holds part of its interests in an iron ore mining project located in Armenia. A writ of summons was
served on GGDL in April 2012 and on Fortune Oil in March 2013. GGDL and Fortune Oil will
strenuously defend the action. GGDL successfully applied in September 2012 to the High Court of Hong
Kong for security for costs to be given by CRDPL. Fortune Oil will similarly seek security for costs.
Fortune is currently unable to quantify the potential damages that could arise from this claim. However,
the Directors believe that the Group and GGDL have reasonable prospects in successfully defending the
action and that therefore no provision has been made in the financial statements as this claim is not
expected to result in any material loss to the Group. At 31 December 2013 the carrying value of the
assets in the Armenia iron ore project has been fully impaired (see note 4 and 9).
The interim of financial statements for twelve months ended 31 December 2013 were approved by the
board of directors on 26 February 2014.
Page 42 of 42