Final Results - Part 1

LEPCO plc 20 June 2001 PART 1 LEPCO plc and subsidiary undertakings Consolidated financial statements 31 December 2000 together with Chairman's statement, directors' report and auditors' report* Registered number: 1757721 During 2000 the directors continued to pursue a number of opportunities for the Group to acquire significant producing oil and gas interests to provide the Group with positive cash flows. In October 1999 agreement was reached with Total Oil and Gas Nederland B.V., the Dutch subsidiary of TotalFina, for LEPCO to acquire a portfolio of producing gas fields offshore in the Netherlands. This transaction was not completed due to pre-emption in early 2000 by existing licence partners. Activity on block 47/9c in the UK Southern Gas Basin, the Company's principal asset, continued during the year. LEPCO was appointed operator of the block in November 1999 and over the following months a full evaluation of the licence's prospectivity was completed. The evaluation involved the acquisition of 3-D seismic over the acreage and confirmed that the acreage contains a potentially commercial gas discovery. Following completion of this evaluation ongoing discussions are being held with industry partners to fund the appraisal and development of this asset. The Company has also agreed with the Department of Trade and Industry to pay the necessary licence fees until at least June 2002. In August 2000 the Company was awarded a 20% interest in PEDL 071, an exploration licence in the Cleveland basin onshore UK. The Licence is operated by Egdon Resources Limited and the objective is to undertake an evaluation into the block's exploration prospectivity before exploration drilling. In the Netherlands, following a review of the commerciality of the Donkerbroek licence by the operator NAM, a decision has been made to put the licence on a 'care and maintenance basis' and the carrying value of this asset has therefore been written down to a nominal value. Since LEPCO sold its interest in the Forties fields at the end of 1998, the Group's only income has been from its non-operated North American interests with revenue for the year of £32,318 (1999 - £37,125). The major expenditure during 2000 was the evaluation of block 47/9c, together with overhead and abortive transaction costs. Overhead costs were reduced by the directors waiving emoluments as set out in note 8 to the accounts. Including the write-off on the Donkerbroek licence of £147,648 and abortive transaction costs of £66,906, total losses for the year were £390,846. *Note: Page numbers in this announcement refer to page numbers of the signed consolidated financial statements, directors' report and auditors' report and are not intended to act as a cross-reference within this announcement. On 26 October 2000 the Company announced that it had entered into an Agreement of Intent with DNO to acquire assets in the Republic of Yemen from DNO in return for an issue of shares. The transaction would have resulted in DNO acquiring a majority shareholding in LEPCO and control of the Board. During negotiations DNO changed the proposed transaction substantively. Ultimately in April 2001 DNO withdrew from the deal when it became apparent that LEPCO's major shareholders would not support the revised transaction. The Board announced on 30 May 2001 that it had entered into an underwriting agreement with Park Resources Limited, the general partner of the Company's largest shareholder, Endeavour Oil and Gas Limited Partnership, for Park Resources to underwrite an open offer to shareholders to raise £990,200 before expenses. The open offer is conditional inter alia on a restructuring of the Company's share capital and following completion of the offer there will be substantive Board changes. Full details of the proposals are given in the attached circular of today's date. If the open offer is successfully completed, the Board will be restructured on completion of the refinancing, with Professor Audrey Lees, Jimmy West and I retiring as directors. Peter Wilde will resign as managing director and will be appointed a non-executive director. Dr Elizabeth Butler will also remain on the Board as a non-executive director. Conditional on the new shares being admitted to AIM, Harry Wilson will be appointed executive Chairman and, in addition, Richard O'Toole and Graeme Thomson will be appointed non-executive directors. I wish to thank the outgoing Board for their contribution to the Company and wish the new Board every success in continuing LEPCO's development as a UK quoted exploration and production independent. Peter Bassett Chairman 20 June 2001 The directors have pleasure in presenting their report on the affairs of LEPCO plc ('the Company') and subsidiaries ('the Group'), together with the financial statements and auditors' report for the year ended 31 December 2000. Principal activity and business review The principal activity of the Group throughout the year was the exploration for and production of oil and gas. The activities of the Group, the significant developments during 2000 and the future prospects for the Group are reviewed in detail in the Chairman's statement. Results and dividends The Group made a loss after tax of £390,846 during the year (1999 - loss after tax of £333,709). This loss, together with the accumulated deficit of £ 1,406,950 brought forward, leaves an accumulated deficit of £1,797,796 to be carried forward as a balance on the Group profit and loss account. The directors do not recommend the payment of a dividend (1999 - £nil). Directors and their interests The directors who served during the year, together with their beneficial interests in the share capital of the Company at the end of the year, were as follows: Ordinary Shares of 10p each 15 June 31 December 31 December 2001 2000 1999 P.J. Bassett 1,121,392 1,121,392 1,121,392 Dr. E.J. Butler 88,800 88,800 88,800 Prof. A.M. Lees 354,577 354,577 354,577 J.G. West 105,000 105,000 105,000 P.K. Wilde 329,000 329,000 329,000 Beneficial shareholdings include the shareholdings of a director's spouse. As at all dates concerned P.J. Bassett also had a non-beneficial interest in 91,000 ordinary shares as an executor and trustee of the estate of the late J.C. Bassett. Otherwise, at no time did the Directors have any non-beneficial shareholdings. The Company operates share option schemes entitling the directors to subscribe at a given subscription price for ordinary shares in the Company. To date ten schemes have been introduced annually between 1986 and 1996 and each scheme expires seven years after it was formally granted and executed. The options still held by the directors and not exercised under these schemes, the subscription price for each scheme and their expiry date, were as follows on 31 December 2000: Scheme 1996 1995 1994 1993 Subscription 60p 50p 25p 20p price P.J. Bassett 30,000 30,000 50,000 50,000 Date 9-Sep-04 22-Jun-05 22-Jun-05 22-Jun-05 options expire Dr. E.J. 50,000 50,000 50,000 41,000 Butler Date 2-Feb-05 16-Dec-03 1-Feb-02 1-Sep-01 options expire Prof. A.M. 20,000 20,000 20,000 20,000 Lees Date 11-Mar-05 1-Mar-04 26-Jun-02 26-Jun-02 options expire J.G. West 20,000 30,000 - - Date 11-Sep-04 30-Dec-03 options expire P.K. Wilde 50,000 50,000 50,000 50,000 Date 9-Sep-04 18-Dec-03 1-Feb-02 1-Sep-01 options expire As part of the proposed refinancing scheme described in the Chairman's statement, all the above options have been cancelled since 31 December 2000. In accordance with recommended investment practice, the Company's policy is that the number of share options outstanding should not exceed 10% of the issued share capital and the Company is in compliance with this policy. Service contracts P.K. Wilde has a service agreement with the Company as Managing Director. Substantial shareholders Except for the holdings of ordinary shares listed within 1 month of notice of AGM below, the directors are not aware of any person holding 3% or more of the ordinary share capital of the Company at 15 June 2001. Ordinary shares of 10p each Number % Endeavour Oil & Gas Limited Partnership 1,801,000 18.19 Aectra Investments Limited 1,579,971 15.95 P.J. Bassett 1,121,392* 11.32 Prof A. M. Lees 354,577 3.58 P.K. Wilde 329,000 3.32 Ashcourt Asset Management 327,500 3.31 * Excluding the non-beneficial shareholdings disclosed on page 3. Supplier payment policy and practice The Company's policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, ensuring that suppliers are made aware of the terms of payment and abide by the terms of payment. At the year end the number of supplier days outstanding for the Company was 54 (1999 - 45 days). Directors' responsibilities Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and Group and of the profit or loss of the Group for that year. After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements. In preparing those financial statements, the directors are required to: * select suitable accounting policies and then apply them consistently; * make judgements and estimates that are reasonable and prudent; and * state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and Group and enable them to ensure that the financial statements comply with the Companies Act 1985. They are also responsible for safeguarding the assets of the Company and Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Auditors Arthur Andersen have indicated their willingness to remain in office and in accordance with the provisions of the Companies Act 1985 the directors will place a resolution before the Annual General Meeting to reappoint Arthur Andersen as Auditors for the ensuing year. By order of the Board, J.E. Bushell Secretary 20 June 2001 To the Shareholders of LEPCO plc: We have audited the financial statements on pages 8 to 27 which have been prepared under the historical cost convention and the accounting policies set out on pages 13 to 16. Respective responsibilities of directors and auditors As described on page 5, the Company's directors are responsible for the preparation of the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. Basis of opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements and of whether the accounting policies are appropriate to the circumstances of the Company and of the Group, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Going concern In forming our opinion, we have considered the adequacy of the disclosures made in note 1b) of the financial statements concerning the uncertainty as to whether the Group will have sufficient funding to continue in existence beyond 30 June 2002. In view of the significance of this uncertainty we consider that this should be drawn to your attention but our opinion is not qualified in respect of this matter. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the Company and of the Group as at 31 December 2000 and of the Group's loss and cash flows for the year then ended and have been properly prepared in accordance with the Companies Act 1985. Arthur Andersen Chartered Accountants and Registered Auditors 1 Surrey Street London WC2R 2PS 20 June 2001 Notes 2000 1999 £ £ Turnover 1(d) Continuing 32,318 37,125 __________ __________ Cost of sales Continuing (9,778) (46,630) Discontinued - (64,362) __________ __________ 3 (9,778) (110,992) __________ __________ Gross profit (loss) Continuing 22,540 (9,505) Discontinued - (64,362) __________ __________ 22,540 (73,867) __________ __________ Administrative expenses (continuing) Amounts written off intangible fixed 12 (147,648) - assets in the Netherlands Abortive acquisition/deal costs 12 (66,906) (83,382) Other (211,423) (212,074) __________ __________ (425,977) (295,456) __________ __________ Operating loss Continuing (403,437) (304,961) Discontinued - (64,362) __________ __________ (403,437) (369,323) __________ __________ Profit on sale of tangible fixed assets - 11,140 (continuing) Investment income 4 12,591 24,936 Interest payable and similar charges 5 - (462) __________ __________ Loss on ordinary activities before 6 (390,846) (333,709) taxation Taxation 9 - - __________ __________ Loss for the financial year (390,846) (333,709) __________ __________ Loss per share (basic and diluted) 11 3.96p 3.39p __________ __________ The accompanying notes are an integral part of this consolidated profit and loss account. 2000 1999 £ £ Loss for the financial year (390,846) (333,709) (Loss) gain on foreign currency translation (374) 526 __________ __________ Total recognised gains and losses relating to the year (391,220) (333,183) __________ __________ The accompanying notes are an integral part of this consolidated statement of total recognised gains and losses. Notes 2000 1999 £ £ Fixed assets Intangible assets 12 914,998 877,434 Tangible assets 13 11,235 18,532 __________ __________ 926,233 895,966 __________ __________ Current assets Debtors 15 30,474 23,254 Cash at bank and in hand 47,955 436,238 __________ __________ 78,429 459,492 Creditors: Amounts falling due within one year 16 (104,796) (74,372) __________ __________ Net current (liabilities) assets (26,367) 385,120 __________ __________ Total assets less current liabilities, being net 899,866 1,281,086 assets __________ __________ Capital and reserves Called-up equity share capital 17 990,273 983,273 Share premium account 18 1,672,145 1,669,145 Other reserves 18 35,244 35,618 Profit and loss account 18 (1,797,796) (1,406,950) __________ __________ Total equity shareholders' funds 19 899,866 1,281,086 __________ __________ The accompanying notes are an integral part of this consolidated balance sheet. Notes 2000 1999 £ £ Fixed assets Intangible assets 12 912,177 729,510 Tangible assets 13 371 5,090 Investments 14 37,678 37,678 __________ ___________ 950,226 772,278 __________ ___________ Current assets Debtors 15 265,715 253,230 Cash at bank and in hand 25,998 410,434 __________ ___________ 291,713 663,664 Creditors: Amounts falling due within one year 16 (97,967) (66,607) __________ ___________ Net current assets 193,746 597,057 __________ ___________ Total assets less current liabilities, being net 1,143,972 1,369,335 assets __________ __________ Capital and reserves Called-up equity share capital 17 990,273 983,273 Share premium account 18 1,672,145 1,669,145 Profit and loss account 18 (1,518,446) (1,283,083) __________ ___________ Total equity shareholders' funds 1,143,972 1,369,335 __________ __________ Signed on behalf of the Board on 20 June 2001 P.J. Bassett Director P.K. Wilde Director The accompanying notes are an integral part of this balance sheet. 2000 1999 £ £ Operating loss (403,437) (369,323) Depletion and amounts written off tangible fixed assets - 32,777 Depreciation 8,013 8,477 Amounts written off intangible fixed assets 214,554 83,382 Decrease in debtors 13,600 87,225 Increase (decrease) in creditors 22,841 (40,572) __________ __________ Net cash outflow from operations (144,429) (198,034) __________ __________ Consolidated cash flow statement For the year ended 31 December 2000 Notes 2000 1999 £ £ Net cash outflow from operations (144,429) (198,034) Returns on investments and servicing of finance 21a) 12,591 24,474 Capital expenditure 21a) (256,445) 662,331 __________ __________ (Decrease)/increase in cash 21b) (388,283) 488,771 __________ __________ The accompanying notes are an integral part of this consolidated cash flow statement. MORE TO FOLLOW

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