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ASCENT RESOURCES PLC

Earnings Release Sep 9, 2021

7500_ir_2021-09-09_282ca53a-d240-4421-b55c-d8b425b5e2b5.html

Earnings Release

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National Storage Mechanism | Additional information

RNS Number : 1868L

Ascent Resources PLC

09 September 2021

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

9 September 2021

Ascent Resources plc

("Ascent" or "the Company")

Interim results for the period ended 30 June 2021

Ascent Resources plc (LON:AST), the AIM quoted onshore Caribbean, Hispanic American and European energy and natural resources focussed company ("Company") is pleased to report its interim results for the six months ended 30 June 2021.

Highlights:

·    Launch of ESG Metals Strategy as a new target sector within its natural resource focussed business with maiden deal expected in H2 2021.

·      Signing of a non-binding head of terms with Enyo Law LLP, a specialist arbitration and litigation legal firm, to advance a fully funded non-recourse damages-based agreement for the arbitration proceedings against the Republic of Slovenia.

·      Raised £1m before expenses by way of an oversubscribed subscription and placement with existing and new investors.

Enquiries:

Ascent Resources plc

Andrew Dennan, CEO
Via Vigo Consulting
WH Ireland, Nominated Adviser & Broker

James Joyce / Sarah Mather
0207 220 1666
Novum Securities, Joint Broker

John Belliss
0207 399 9400

Chairman and CEO's statement

Despite the continuing global pandemic, Ascent has advanced across multiple fronts following the restructuring of its Board, strategy, and portfolio last year. The business's new strategic platform is now taking shape, with the opportunities that brings.

First, the Company has made a significant step forward in securing funding for its international arbitration proceedings against the Republic of Slovenia with the signature of non-binding heads of terms with Enyo Law LLP.  These heads define the terms under which the specialist arbitration and litigation legal firm shall represent the Company on a fully contingent basis through a damages-based agreement for the pursuit of the claim in arbitration in relation to breaches of relevant investment treaties arising out of and in connection with the Notice of Dispute sent on 23 July 2020.  The Company is currently negotiating final binding documentation for this funding. 

Secondly, the Company broadened its strategy to include the ESG Metals asset class and is now in the process of originating and negotiating its maiden transaction. The Directors believe this is a new exciting and burgeoning target sector to grow the Company.

Slovenia

As announced in March, the Company is advancing towards initiating international arbitration proceedings against the Republic of Slovenia under the Energy Charter Treaty and UK-Slovenia Bilateral Investment Treaty. In June, the Company announced that it had signed a non-binding, heads of terms with Enyo Law LLP, a specialist arbitration and litigation legal firm (the "Firm"). This agreement intends to engage the Firm to pursue the Company's claims on a success-only fee arrangement. Upon completion of definitive documentation, the Firm will only be paid out of the proceeds of the arbitration in the event of a successful damages award or execution of a binding settlement agreement if achieved sooner.  This non-equity dilutive, non-recourse and full funding proposal is the preferred solution from the Company's perspective, notwithstanding that the Company has other alternative offers also under discussion.

Operations at the Petišovci project continue to produce gas, albeit at lower levels as a result of the field performance decline and current inability to re-stimulate the producing PG-10 and PG-11A wells. Total production for the six months to 30 June 2021 was 751.14 thousand cubic metres of gas and 33,512 litres of condensate. Gas sales continue with production being sold to local industrial buyers.  The region is currently experiencing very high gas prices with the average Day Ahead Market gas price being Eur 51.0 / MWh as at 1 September, 2021. The JV expects to continue producing, thereby taking advantage of strong current prices.

ESG Metals Strategy

As announced in February, the Company has broadened its natural resources mandate to include a focus on ESG Metals, which it sees as a new and burgeoning target sector to grow the Company.  ESG Metals includes secondary mining and re-treatment and recovery opportunities which the Company sees as being consistent with Environmental, Social and Governance ("ESG") principles.  Typically, these involve the reclassification, through highly efficient recovery techniques, of stockpiled surface mining waste (previously viewed as a liability for mining companies) as a valuable asset for reprocessing and commercial sale to industry, governments and metals traders.

The Company sees waste management, remediation and restoration of land impacted by historic and ongoing mining activities as a critical element in the global ESG agenda and integral to the transition to a low carbon economy.  The Company is looking at a number of potential projects in Hispanic and Latin Americas, the Caribbean, and South Africa, as well as Europe. In particular, the Company believes there are good opportunities in gold, silver, platinum, base metals and ferrochrome, where the economics are especially attractive and the opportunity set has the ability of delivering lowest cost quartile sustainable metal production from legacy mining tailings, with low geological risk.  Such opportunities have the potential to provide strong cash returns without exploration risk and only require modest upfront capital outlay.

Cuba Market Entry

The Company continues to retain optionality to enter the Cuban Oil and Gas industry, once COVID 19 restrictions are lifted and possibly after the outcome of recent civil unrest is clarified. As announced in August last year, the Company transmitted the draft documentation in relation to its operating credentials to Union Cuba-Petroleo ("CUPET"), Cuba's national oil company, and the Oficina Nacional de Recursos Minerales ("ORNM") and since then has received positive initial feedback towards accreditation as an onshore operator subject to funding. 

Corporate

During the period in review the Company raised £1 million at an issue price of 10.1 pence per share by way of an oversubscribed subscription and placing of new shares to institutional investors and existing shareholders to fund the Company's general working capital and ESG Metals business development activity.

Outlook

The team continue to work diligently across our key corporate priorities which include funding the Slovenia ECT claim and delivering a maiden ESG metals transaction.  We look forward to delivering success for our shareholders at Ascent Resources plc and to re-engaging face to face with them now that COVID restrictions in Europe have eased.

James Parsons                                                                      Andrew Dennan

Executive Chairman                                                             Chief Executive Officer

8 September 2021                                                              8 September 2021

CEO's report

Financial performance

Revenue for the first six month of 2021 was £nil, as per the prior period. Closing cash at 30 June 2021 was £766,000 compared to £304,000 in the prior period.

During the period the Company raised £1m before costs in an equity placing in February 2021. There was a cash outflow from operations of £824,000 and an inflow of £1,475,000 from financing, resulting in net cash flow of £651,000.

Operational performance

Production KPI's Jan 2021 Feb 2021 Mar 2021 Apr 2021 May 2021 Jun 2021
Total gas (k scm) 131.82 136.17 155.10 143.08 99.17 85.80
Total gas (MMcf) 4.66 4.81 5.48 5.05 3.50 3.03
Average daily gas (k scm) 4.25 4.86 5.00 4.77 3.20 2.86
Average daily gas (Mcf) 150.17 171.74 176.69 168.43 112.97 101.00
Total condensate (liters) 2,808.00 2,354.00 17,496.00 5,346.00 3,834.00 1,674.00
CGR (liters per 1000 scm gas) 21.30 17.29 112.80 37.36 38.66 19.51
BOE - gas 802.39 828.87 944.09 870.93 603.65 522.26
BOE - condensate 17.63 14.78 109.87 33.57 24.08 10.51
Total BOE 820.02 843.65 1053.97 904.50 627.73 532.78

Total production for the six months to 30 June 2021 was 751.14 thousand cubic metres of gas and 33,512 litres of condensate.

Gas sales to INA remain suspended as wellhead pressure is below the export pipeline pressure. The sales contract remains valid and should the Company increase production gas sales may be able to be resumed. The Company produced gas in the year to date which was sold locally to an industrial buyer through a low-pressure pipeline, however the revenue from this is less than the fixed costs of the field and pursuant to a deal agreed in Q4 2019 the Company is not currently receiving any revenue from this declining production, with the proceeds being retained by the operating service provider to pay towards their fixed costs.

Consolidated Income Statement

for the Period ended 30 June 2021

Period ended Period ended
30 June 30 June
2021 2020
Notes £ '000s £ '000s
Revenue - -
Cost of sales (25) (59)
Depreciation of oil & gas assets (194) (230)
Gross profit (219) (289)
Administrative expenses (826) (945)
Loss from operating activities (1,045) (1,234)
Finance income - -
Finance cost (10) (9)
Net finance costs (10) (9)
Loss before taxation 2 (1,055) (1,243)
Income tax expense - -
Loss for the period after tax (1,055) (1,243)
Loss for the period attributable to equity shareholders (1,055) (1,243)
Earnings per share
Basic & fully diluted loss per share (£) 4 (0.01) (0.03)

Consolidated Statement of Comprehensive Income

for the Period ended 30 June 2021

Period ended Period ended
30 June 30 June
2021 2020
£ '000s £ '000s
Loss for the period (1,055) (1,243)
Other comprehensive income
Foreign currency translation differences for foreign operations (776) 1,835
Total comprehensive gain / (loss) for the period (1,831) 592

Consolidated Statement of Changes in Equity

for the Period ended 30 June 2021

Share capital Share premium Merger Reserve Equity reserve Share based payment reserve Translation reserve Retained earnings Total
£ '000s £ '000s £ '000s £ '000s £ '000s £ '000s £ '000s £ '000s
Balance at 1 January 2020 7,604 72,330 570 - 1,873 (300) (41,964) 40,113
Comprehensive income -
Loss for the period - - - - - - (1,243) (1,243)
Other comprehensive income
Currency translation differences - - - - - 1,835 - 1,835
Total comprehensive income - - - - - 1,835 (1,243) 592
Transactions with owners
Issue of shares during the year net of costs 113 678 - - - - - 791
Issue of shares on acquisition 30 173 - - - - - 203
Share-based payments and expiry of options - - - - 206 - - 206
Balance at 30 June 2020 7,747 73,181 570 - 2,079 1,535 (43,207) 41,905
Balance at 1 January 2020 7,604 72,330 570 - 1,873 (300) (41,964) 40,113
Comprehensive income -
Loss for the period - - - - - - (2,831) (2,831)
Other comprehensive income
Currency translation differences - - - - - 1,327 - 1,327
Total comprehensive income - - - - - 1,327 (2,831) (1,504)
Transactions with owners
Issue of ordinary shares 324 1,713 - - - - - 2,037
Costs related to share issues - (180) - - - - - (180)
Equity value of convertible loan note - - - 73 - - - 73
Share based payments - - - - 256 - 200 456
Balance at 31 December 2020 7,928 73,863 570 73 2,129 1,027 (44,595) 40,995
Balance at 1 January 2021 7,928 73,863 570 73 2,129 1,027 (44,595) 40,995
Comprehensive income -
Loss for the period - - - - - - (1,055) (1,055)
Other comprehensive income
Currency translation differences - - - - - (776) - (776)
Total comprehensive income - - - - - (776) (1,055) (1,831)
Transactions with owners -
Issue of shares during the year net of costs 70 1,176 - - - - - 1,246
Share-based payments - - - - 16 - - 16
Balance at 30 June 2021 7,998 75,039 570 73 2,145 251 (45,650) 40,424

Consolidated Statement of Financial Position

As at 30 June 2021

30 June 31 December
2021 2020
Assets Notes £ '000s £ '000s
Non-current assets
Property, plant and equipment 5 21,865 22,783
Exploration and evaluation costs 5 18,604 18,5763
Goodwill 653 653
Prepaid abandonment fund 300 300
Total non-current assets 41,422 42,489
Current assets
Inventory - -
Trade and other receivables 6 119 66
Cash and cash equivalents 766 115
Restricted cash - -
Total current assets 885 181
Total assets 42,307 42,670
Equity and liabilities
Attributable to the equity holders of the Parent Company
Share capital 10 7,998 7,928
Share premium account 75,039 73,863
Merger reserve 570 570
Equity reserve 73 73
Share-based payment reserve 2,145 2,129
Translation reserves 251 1,027
Retained earnings (45,650) (44,595)
Total equity attributable to the shareholders 40,424 40,995
Total equity 40,424 40,995
Non-current liabilities
Borrowings 8 505 197
Provisions 317 328
Total non-current liabilities 822 525
Current liabilities
Borrowings 8 5 5
Contingent consideration due on acquisitions 9 450 450
Trade and other payables 7 606 695
Total current liabilities 1,061 1,150
Total liabilities 1,883 1,675
Total equity and liabilities 42,307 42,670

Consolidated Statement of Cash Flows

for the six months ended 30 June 2021

Period ended Period ended
30 June 30 June
2021 2020
£ '000s £ '000s
Cash flows from operations
Loss after tax for the period (1,055) (1,243)
Depreciation 194 231
Change in receivables 53 170
Change in payables (89) 80
Increase in share-based payments 38 206
Exchange differences 25 11
Finance cost 10 9
Net cash used in operating activities (824) (536)
Cash flows from investing activities
Payments for fixed assets - (3)
Payments for investing in exploration - -
Net cash used in investing activities - (3)
Cash flows from financing activities
Interest paid and other finance fees - -
Loans repaid (125) (12)
Proceeds from borrowings 375
Proceeds from issue of shares 1,265 848
Share issue costs (40) (70)
Net cash generated from financing activities 1,475 736
Net increase in cash and cash equivalents for the year 651 227
Effect of foreign exchange differences - -
Cash and cash equivalents at beginning of the year 115 77
Cash and cash equivalents at end of the year 766 304

Notes to the Interim Financial Statements

For the six months ended 30 June 2021

1.    Accounting Policies

Reporting entity

Ascent Resources plc ('the Company') is a company domiciled in England. The address of the Company's registered office is 5 New Street Square, London EC4A 3TW. The unaudited consolidated interim financial statements of the Company as at 30 June 2021 comprise the Company and its subsidiaries (together referred to as the 'Group').

Basis of preparation

The interim financial statements have been prepared using measurement and recognition criteria based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board (IASB) as adopted for use in the EU. The interim financial information has been prepared using the accounting policies which were applied in the Group's statutory financial statements for the year ended 31 December 2020.

New Standards adopted as at 1 January 2021

Accounting pronouncements which have become effective from 1 January 2021 are:

·      IFRS 3 Business Combinations - definition of a business

·      IAS 1 and IAS 8 - definition of material

·      IFRS 9, IFRS 7 and IAS 39 - interest rate benchmark

·      IFRS 7 - Insurance contracts

These accounting pronouncements do not have a significant impact on the Group's financial results or position.

All amounts have been prepared in British pounds, this being the Group's presentational currency.

The interim financial information for the six months to 30 June 2021 and 30 June 2020 is unaudited and does not constitute statutory financial information. The comparatives for the full year ended 31 December 2020 are not the Group's full statutory accounts for that year. The information given for the year ended 31 December 2020 does not constitute statutory financial statements as defined by Section 435 of the Companies Act. The statutory accounts for the year ended 31 December 2019 have been filed with the Registrar and are available on the Company's web site www.ascentresources.co.uk. The auditors' report on those accounts was unqualified. It did not contain a statement under Section 498(2)-(3) of the Companies Act 2006.

Going Concern

The Financial Statements of the Group are prepared on a going concern basis.

COVID-19 has had limited direct impact on Ascent's assets in Slovenia but there may be delays in obtaining the necessary governmental approvals and processes. Production operations in Slovenia have been unaffected to date.

The forecasts are sensitive to the timing and cash flows associated with the continuing situation in Slovenia, and discretionary spend incurred with executing on the ESG Metals Strategy through acquisition and advancing the Cuban initiative, including deferred consideration that would become payable if the Company elects to enter a PSC for Block 9b. As such, the Company will need to raise new capital within the forecast period to fund such discretionary spend.

Based on historical and recent support from new and existing investors the Board believes that such funding, if and when required, could be obtained through new debt or equity issuances.

However, there can be no guarantee over the outcome of these options and as a consequence there is a material uncertainty of the Group's ability to raise the necessary finance, which may cast doubt on the Group's ability to operate as a going concern. Further, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

Principal Risks and Uncertainties:

The principal risks and uncertainties affecting the business activities of the Group remain those detailed on pages 11-12 of the Annual Review 2020, a copy of which is available on the Company's website at www.ascentresources.co.uk. 

2.    Operating loss is stated after charging

Period ended Period ended
30 June 30 June
2021 2020
£ '000s £ '000s
Employee costs 475 241
Share based payment charge 16 206
Included within Admin Expenses
Audit Fees 40 35
Fees payable to the company's auditor other services - -
40 35

3.    Earnings per share

Period ended Period ended
30 June 30 June
2021 2020
£ '000s £ '000s
Result for the period
Total loss for the period attributable to equity shareholders (1,055) (1,243)
Weighted average number of ordinary shares Number Number
For basic earnings per share 106,483,897 42,776,190
Earnings per share (£) (0.01) (0.03)

4.    Property, plant & equipment and Exploration and Evaluation assets

Computer Equipment Developed Oil & Gas Assets Total Property Plant & Equipment Exploration & evaluation
Cost £000s £000s £000s £000s
At 1 January 2020 6 23,483 23,489 18,576
Additions 4 - - 653
Effect of exchange rate movements - 1,592 1,592 216
At 30 June 2020 10 25,075 25,085 19,445
At 1 January 2020 6 23,483 23,489 18,576
Additions - 3 3 -
Effect of exchange rate movements - 1,111 1,111 177
At 31 December 2020 6 24,494 24,600 18,753
At 1 January 2020 6 24,494 24,600 18,753
Additions - - - -
Effect of exchange rate movements - (624) (624) (149)
At 30 June 2021 6 23,870 23,876 18,604
Depreciation
At 1 January 2020 (6) (1,414) (1,420) -
Charge for the year (1) (231) (232) -
Effect of exchange rate movements - 55 55 -
At 30 June 2020 (7) (1,618), (1,625) -
At 1 January 2020 (6) (1,414) (1,420) -
Charge for the year - (397) (397) -
Effect of exchange rate movements - - - -
At 31 December 2020 (6) (1,811) (1,817) -
At 1 January 2021 (6) (1,811) (1,817) -
Charge for the year - (194) (194) -
Effect of exchange rate movements - - - -
At 30 June 2021 (6) (2,005) (2,011) -
Carrying value
At 30 June 2021 - 21,865 21,865 18,604
At 31 December 2020 - 22,973 22,873 18,753
At 30 June 2020 4 23,457 23,460 19,445

5.    Trade & other receivables

30 June 31 December
2021 2020
£ '000s £ '000s
Trade receivables - -
VAT recoverable 53 49
Prepaid abandonment liability 300 300
Prepayments & accrued income 9 17
362 366
Less non-current portion (300) (300)
Current portion 62 66

6.    Trade & other payables

30 June 31 December
2021 2020
£ '000s £ '000s
Trade payables 538 573
Tax and social security payable 68 56
Other payables - -
Accruals and deferred income 66 66
606 695

7.    Borrowings

30 June 31 December
2021 2020
Group £ '000s £ '000s
Non-current
Convertible loan notes 505 197
55 197
30 June 31 December
Group 2021 2019
Current £ '000s £ '000s
Convertible loan notes 5 5
Borrowings - -
Liability at the end of the period 5 5

The non-current borrowings relate to the loan arrangement with Riverfort Global opportunities that was refinanced in February 2020. The outstanding loan of £375,020 as at February 2020 was re-negotiated to a two-year coupon free bullet with conversion rights for the lender at 7.5 pence per share. No conversion can occur until the share price exceeds 10 pence per share for five consecutive days. The Group made convertible loan note repayments in the year of £105,000 to Riverfort Global opportunities, resulting in an ending convertible loan note balance of £270,000, comprising £197,000 recognised as the debt component and a further £73,000 recognised in Equity Reserve.

The current borrowings relate to the loan facility arrangement with Align Research. The outstanding loan of £307,500, of which £57,500 was received subsequent to the period end.

8.    Contingent consideration due on acquisitions

30 June 31 December
2021 2020
Group £ '000s £ '000s
Non-current
Ascent Hispanic Resources UK Limited 450 450
450 450

The fair value of contingent consideration was based on the present value of cash flows and the market value of the shares to be issued.

9.    Share Capital

30 June 31 December
2021 2020
£ '000s £ '000s
Authorised
2,000,000,000 ordinary shares of 0.5p each 10,000 10,000
Allotted, called up and fully paid
3,019,648,452 deferred shares of 0.195p each 5,888 5,888
1,737,110,763 deferred shares of 0.09p each 1,563 1,563
109,376,804 ordinary shares of 0.5p each (2020: 95,283,281 ordinary shares of 0.2p each) 547 477
7,998 7,928
Reconciliation of share capital movement Ordinary shares No. Ordinary shares No.
Opening 95,283,281 3,019,648,452
Share consolidation

Issue of Trameta consideration shares
- (2,989,451,968)

91,167
Issue of shares during the year 14,093,523 64,995,630
Closing 109,376,804 95,283,281

The deferred shares have no voting rights and are not eligible for dividends.

Shares issued during the year

Issuance of equity throughout the year:

·      On 6 January 2021, the Company issued 208,991 ordinary shares ('Consultancy Shares'), to a supplier for financial modelling and business development services rendered in the months of November and December, at an average issue price of 5.74 pence per share being calculated as the monthly volume weighted average price calculations for the respective months in which the services were rendered.

·      On 11 January 2021, the Company received a Warrant Exercise notice over 833,333 new ordinary shares for a consideration of £62,500.  The Warrants are being exercised by Align Research in consideration for surrendering an equivalent value of loan notes. Additionally, the Company has agreed to issue 66,667 new shares at 7.5 pence, being the coupon conversion price, in lieu of the 8% cash coupon that is incurred on the converted loan amount.

·      On 4 February 2021, the Company received a warrant exercise notice over 1,000,000 new ordinary shares for a consideration of £55,000.

·      On 4 February 2021, the Company received a Warrant Exercise notice over 833,333 new ordinary shares for a consideration of £62,500.  The Warrants are being exercised by Align Research in consideration for surrendering an equivalent value of loan notes. Additionally, the Company has agreed to issue 66,667 new shares at 7.5 pence, being the coupon conversion price, in lieu of the 8% cash coupon that is incurred on the converted loan amount.,

·      On 4 February 2021, the Company received a Warrant Exercise notice over 900,000 new ordinary shares for a consideration of £67,500.  The Warrants are being exercised by Align Research and the Company has therefore today issued 900,000 new shares.

·      On 10 February 2021, the Company received a warrant exercise notice over 187,500 new ordinary shares for a consideration of £7,500.

·      On 11 February 2021, the Company issued 9,997,032 new ordinary shares of 0.5p at a price of 10.1p through an oversubscribed placing, raising gross proceeds of £1,009,700.

10.  Share based payments

The Company has provided the Directors, certain employees and institutional investors with share options and warrants ('options').  Options are exercisable at a price equal to the closing market price of the Company's shares on the date of grant.  The exercisable period varies and can be up to seven years once fully vested after which time the option lapses.

Details of the share options outstanding during the year are as follows:

Shares Weighted Average price (pence)
Outstanding at 1 January 2020 152,576,254 2.38
Outstanding at 31 December 2020 7,348,142 253.72
Exercisable at 31 December 2020 1,450,763 248.72
Outstanding at 1 January 2021 7,348,142 253.72
Granted during the year - -
Outstanding at 30 June 2021 7,348,142 253.72
Exercisable at 30 June 2021 1,450,763 248.72

The value of the options is measured by the use of a binomial pricing model.  The inputs into the binomial model made in 2020 were as follows. 

Share price at grant date 2.9p - 778p
Exercise price 5.0p - 2000p
Volatility 50%
Expected life 3-5 years
Risk free rate 0.5%
Expected dividend yield 0%

Expected volatility was determined by calculating the historical volatility of the Group's share price over the previous 5 years.  The expected life is the expiry period of the options from the date of issue.

Options outstanding at June 2020 have an exercise price in the range of 2.9p and 778p (and a weighted average contractual life of 4.5 years.

Details of the warrants outstanding during the year are as follows:

Shares Weighted Average price (pence)
Outstanding at 1 January 2021 22,068,420 5.44
Granted during the year - -
Exercised during the year (3,754,166) 6.79
Outstanding at 30 June 2021 18,314,254 5.44
Exercisable at 30 June 2021 17,889,772 5.45

11.  Events after the reporting period

There have been no significant events subsequent to the reporting period.

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