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31 December 2012
NOTESTO FINANCIAL STATEMENTS
GEO ENERGY RESOURCES LIMITED | Annual Report 2012 55
1 GENERAL
The Company (Registration No. 201011034Z) was incorporated in the Republic of Singapore as a private company
limited by shares, under the name “ Geo Energy Resources Pte. Ltd.”. On 5 October 2012, the Company was
converted into a public limited company and changed the name to “ Geo Energy Resources Limited”. On 19
October 2012, the Company was listed on the Main Board of the Singapore Exchange Securities Trading Limited
(“SGX-ST ”).
The registered office and principal place of business of the Company is at 10 Anson Road, #20-16, International
Plaza, Singapore 079903. The consolidated fnancial statements are presented in United States dollars to
enhance the comparability of the Group’s fnancials to other companies in the coal mining industry.
Prior to listing on SGX-ST, the Company’s immediate and ultimate holding company is Master Resources
International Limited (“Master Resources ”), which is incorporated in British Virgin Islands. Subsequent to listing on
SGX-ST, Master Resources ceased to be the Company’s immediate and ultimate holding company.
The principal activity of the Company is that of investment holding.
The principal activities of the subsidiaries are disclosed in Note 12 to the fnancial statements.
The consolidated fnancial statements of the Group and statement of fnancial position and statement of changes
in equity of the Company for the fnancial year ended 31 December 2012 were authorised for issue by the Board of
Directors on 27 March 2013.
2 RESTRUCTURING EXERCISE
In preparation for the listing of the Company on the SGX-ST, the Company undertook a restructuring exercise (the
“Restructuring Exercise ”) to rationalise the structure of the Company and its subsidiaries (hereinafter collectively
referred to as the “Group”).
The details of the Restructuring Exercise are as follows:
A. Acquisition of shares in PT Sumber Bara Jaya (“SBJ”)
(i) Pursuant to a deed of shares sale and purchase No. 77 dated 29 October 2010 entered into
between Richard Kennedy Melati and GEC, GEC acquired from Richard Kennedy Melati 49.9% of
SBJ, comprising 499 shares, for a cash consideration of Indonesian Rupiah (“IDR”) 499,000,000
(or US$55,904 based on an exchange rate of US$1 : IDR8,926, being the average of daily bid-ask
exchange rates for October 2010 published by the Bank of Indonesia).
(ii) Pursuant to a deed of shares sale and purchase No. 78 dated 29 October 2010 entered into between
Darmin and GEC, GEC acquired from Darmin 50.0% of SBJ, comprising 500 shares, for a cash
consideration of IDR500,000,000 (or US$56,016 based on an exchange rate of US$1 : IDR8,926,
being the average of daily bid-ask exchange rates for October 2010 published by the Bank of
Indonesia).
The aggregate consideration of IDR999,000,000 (US$111,920) for the transfer of the 999 shares in SBJ
was determined based on arm’s length negotiations on normal commercial terms, with reference to the
par value of the shares of SBJ as at 29 October 2010. As a result of the transfer of shares of SBJ, GEC
became the registered owner of 99.9% of the shares in SBJ. Richard Kennedy Melati holds the remaining
0.1% of the shares in SBJ.
B. Acquisition of shares in PT Mitra Nasional Pratama (“MNP”)
(i) Pursuant to a deed of shares sale and purchase No. 80 dated 29 October 2010 entered into between
Huang She Thong and GEC, GEC acquired from Huang She Thong 50.0% of MNP, comprising 50
shares, for a cash consideration of IDR500,000,000 (or US$56,016 based on an exchange rate of
US$1 : IDR8,926, being the average of daily bid-ask exchange rates for October 2010 published by
the Bank of Indonesia).