Final Results, etc

United Energy PLC 15 May 2000 Posting of circular on proposed web-angel acquisition and Preliminary results of United Energy plc for year ended 31 December 1999 United Energy to become an internet accelerator following sale of oil and gas assets The sale of the US oil and gas interests to Castle Energy Corporation was completed to plan and the US operations closed down. Following this disposal the Group had liquid assets of approximately £4 million and no remaining trading activities. Since the completion of this disposal, a considerable number of potential investment opportunities, principally in the e-commerce sector, have been evaluated before the Web Angel Limited Partnership ('web-angel') opportunity was identified. On 27 April 2000, United Energy entered into an agreement to acquire web-angel at a valuation of £23.1 million. Web-angel invests in and provides a range of integrated support services to developing e-commerce businesses, its investment objective is long term capital growth from a portfolio of investments in the UK and Europe. John F Billington, Chairman of United Energy plc said: 'Although web-angel is only in the early stages of implementing its business plan, your Board is excited by its potential. Its accelerator approach to earning investments based on the extensive skills base within its own management and founders should help deliver long term improvements in shareholder value.' An explanatory circular incorporating an AIM admission document, relating to the proposed acquisition of web-angel announced on 28 April 2000, is being mailed to shareholders today. Contact: Nick Tamblyn, Chief Executive - 01242 253773 1999 was a year of transition with the disposal of the Group's oil and gas interests to Castle Energy Corporation. Following this disposal the Company had net liquid assets of approximately £4 million and no remaining trading activities. In accordance with the strategy outlined in the circular relating to the disposal, the Board has reviewed a wide range of alternative business opportunities, principally in the e-commerce sector, with a view to identifying a business to 'reverse' into United Energy. US Oil and Gas Operations The disposal of AmBrit's oil and gas interests was completed smoothly in accordance with the timetable envisaged at the time of the 1998 Annual Report and Accounts. The earnings generated by AmBrit up to the completion of the disposal on 1 June 1999 were severely impacted by the collapse in oil prices and weakening gas prices. Despite strong production and lower operating costs the gross profit for the five months was inadequate to cover administrative costs and interest charges during that period. The US staff showed a high level of professionalism in the way that they handled the work associated with both the disposal and the closing down of the US operations and I wish them all well in their new careers. Agrigen Following the decision to dismiss Agrigen's planning appeal for the Nunn Mills Biomass Power Station, Northampton in February 1999, attempts were made to extract value from the various assets held by the Group. In particular, the Group's interest in the Nunn Mills site was sold and an agreement was entered into in connection with the Thermie Grant. Expressions of interest in the NFFO licence have been received but as yet no transaction has been completed. Group Results The results for 1999 reflect the impact of the disposal of the Group's US oil and gas interests and the subsequent closure of the US operations. The net asset position at the end of the year is in line with that expected at the time the decision was made to dispose of the US interests. Turnover reflects only five months production up to the completion of the sale on 1 June 1999. The average oil and gas prices received for sales showed continued weakness with oil prices at US$12.61 bbl compared to an average of US$12.47 in 1998 and gas prices at US$1.77 mcf compared to US$1.99. Production costs fell in line with the reduced turnover, with average costs of US$4.40 per boe (1998: US$4.57). However, the continued reduction in average operating costs per boe had little impact compared to the substantial falls in average product prices since 1997. Depletion costs also fell in line with the reduced production. Administrative costs reflect the savings achieved from the closure of the US office part way through the year, however, they continued to exceed the gross profit resulting in an operating loss for the year of £0.23 million (1998: £0.79 million). At the end of 1999, the Group only had one employee other than the directors. Net interest costs reflect the repayment of all borrowings on the completion of sale on 1 June 1999. However, interest expenses of £0.34 million up to that date compared to the gross profit of £0.42 million reflect the pressure that low prices was placing on the Group's finances. The Group incurred an exceptional loss of £3.23 million on the disposal of the US assets during the year. The loss was primarily as a result of charging the profit and loss account with £3.10 million of goodwill arising on the acquisition of AmBrit International Plc in 1992, the goodwill having not previously been separately recognised. This charging of goodwill to the profit and loss account does not impact on the net assets of the Group. In arriving at the exceptional gain of £0.03 million on the closure of a former associate, a further £0.21 million of goodwill was charged to the profit and loss account which had previously been written off to reserves. This goodwill charge was offset by the release of provisions against loans to the former associate and an estimate of contributions due against previously incurred costs as a result of the assignment of both the Company's and the former associates interest in a Thermie Grant amounting to £0.24 million in total. The net cash inflow from operating activities of £1.06 million benefited from a £0.27 million reduction in working capital requirements following the disposal of the US interests. The year end cash at bank of £3.52 million was in line with expectations subject to the SW Speaks revenues of £0.31 million remaining unpaid. web-angel As announced on 28 April 2000, United Energy has entered into an agreement, conditional, inter alia, on the approval by United Energy shareholders and admission to the Alternative Investment Market ('AIM'), to acquire the entire issued share capital of each of the partners of Web Angel Limited Partnership (together 'web-angel'). As more fully described in the circular of the Company which is being sent to shareholders, the initial consideration of £23.1 million for the acquisition will be satisfied by the issue of 90,747,755 new ordinary shares in the capital of United Energy, representing 70 per cent of the enlarged ordinary share capital of United Energy following the acquisition of web-angel. Further consideration of up to16% of the Company's share capital may also become payable conditional upon the achievement by the enlarged Group of certain performance related criteria over a three year period. The web-angel concept was initiated in the first half of 1999 as a response to the increasing business opportunities provided by the development of the Internet. It invests in, and provides a range of integrated support services to developing e-commerce businesses. These businesses are mainly, but not exclusively, private companies. web-angel believes that its business acceleration strategy differs from that offered by other providers of such services in that it is able to offer an integrated package of strategy consulting, corporate finance advice, access to funding and investment expertise in return for earning equity. Web Angel Limited Partnership was formed on 28 March 2000 and at 31 March 2000 had audited net assets of £0.3 million including equity interests in four e-commerce businesses. Subsequent to 31 March 2000, Web Angel Limited Partnership has entered into agreements to earn four further equity interests in e-commerce businesses, and in addition further capital subscriptions of approximately £3.2 million have been received by Web Angel Limited Partnership. On completion United Energy's cash balances will also become available for investment. Web Angel Limited Partnership's investment objective is long term capital growth from a portfolio of investments in the UK and Europe. Opportunities for investment are expected to be identified by OC&C Strategy Consultants Limited, Ermgassen & Co Limited and Brait International Limited, the three principal Founders of web-angel, under the terms of a services agreement. The circular details the considerable benefits to web-angel from the ongoing relationship with the Founders and provides background information on each of these companies. Prospective investments will be considered by an Investment Committee which will include board and non-board members with skills in investment management, e-commerce and corporate finance. web-angel aims to expand its portfolio, subject to finding suitable opportunities, by around ten to twenty investments a year. An explanatory circular providing further information on the proposed acquisition is being mailed to shareholders today. The Circular also provides details of the implications of the City Code on Takeovers and Mergers and of the capital reorganisation and capital reduction which is being proposed in order to eliminate the accumulated deficit on the Company's profit and loss account. Transfer to AIM The Directors believe that it is now appropriate for the Company to apply to the UK Listing Authority to cancel the listing of its shares on the Official List and to move to AIM, as AIM offers a degree of regulation which is more appropriate given the size of the Company. In addition, AIM will offer a greater degree of flexibility than is available on the Official List. The cancellation of the Company's listing and the transfer to AIM, which are conditional upon completion of the acquisition of web-angel, is expected to become effective the day following the extraordinary general meeting to be held on 7 June 2000. In the event that shareholders do not approve the acquisition, the Company's application for admission to AIM will lapse and its listing will be restored. Board of Directors Following completion of the acquisition, all of the existing United Energy directors, except for Nick Tamblyn who will remain in the role of finance director, will be stepping down from the Board. Penny Hughes, who is currently a non-executive director of Vodafone Airtouch plc and a number of other listed companies, will become chairman. Christopher Eyles, who has a background in consulting and has advised a number of major South African commercial organisations on e-commerce projects, will become chief executive. Five other non-executives will also be appointed, four of whom are directly connected to the Founders of web-angel and will not draw directors fees. Outlook Although web-angel's business is only in the early stages of implementing its business plan, the Board is excited by its potential. Its accelerator approach to earning investments based on the extensive skills base within its own management and Founders should help deliver long term improvements in shareholder value. Whilst investment in early stage e-commerce businesses can be very rewarding, it also carries a higher degree of risk. The portfolio approach to investment adopted by the web-angel business helps to mitigate the risks associated with any single investment. In the event that shareholders do not approve the proposed acquisition, the Company will resume its search for a new business venture. The Board is very pleased that Penny Hughes has agreed to become Chairman when Mr Billington steps down. She brings with her a team of experienced and knowledgeable professional investors and advisors which should enable web-angel to take full advantage of the opportunities provided by the e-commerce sector as this expands. Following completion of the acquisition, the name of the Company will be changed to web-angel plc. Consolidated Profit and Loss Account for the Year Ended 31 December 1999 1999 1998 £'000 £'000 Turnover 2,346 5,471 Cost of sales: Production costs (931) (2,186) Depletion of oil and gas interests (992) (2,414) Exceptional impairment oil and gas interests - (750) (1,923) (5,350) Gross profit 423 121 Administrative expenses (654) (910) Operating loss (231) (789) Loss from interests in associated undertaking - (20) Exceptional gain/(loss) on closure of former associate 30 (870) Exceptional loss on disposal of discontinued operations (3,227) - Interest receivable and similar income 142 6 Interest payable and other charges (345) (729) Loss on ordinary activities before taxation (3,631) (2,402) Taxation (82) - Loss on ordinary activities after (3,713) (2,402) taxation and retained loss for the year Loss per share and diluted loss per share (9.5)p (6.2)p All items dealt with in arriving at the operating loss for 1999 and 1998 relate to discontinued operations. As noted above, the directors are now considering a new commercial opportunity for the Group. Consolidated Balance Sheet at 31 December 1999 31 December 1999 31 December1998 £'000 £'000 Fixed assets Intangible exploration assets - 111 Oil and gas interests - 12,009 Other tangible assets 17 322 17 12,442 Current assets Debtors 466 1,453 Investments 75 - Cash at bank 3,523 458 4,064 1,911 Creditors: amounts falling due within one year (401) (3,223) Net current assets/(liabilities) 3,663 (1,312) Total assets less current liabilities 3,680 11,130 Creditors: amounts falling due after more than one year - (7,175) Net assets 3,680 3,955 Capital and reserves Called up share capital 3,889 3,889 Share premium account 272 272 Other reserves: capital reserve 608 717 Profit and loss account (1,089) (923) Shareholders' funds-equity 3,680 3,955 Consolidated Cash Flow Statement for the Year Ended 31 December 1999 1999 1998 £'000 £'000 Net cash inflow from operating activities 1,060 2,160 Returns on investments and servicing of finance (307) (704) Taxation - 20 Capital expenditure and financial investment 11,585 (5,134) Acquisitions - (2) Net cash inflow/(outflow) before financing 12,338 (3,660) Management of liquid resources (2,950) - Net cash inflow from financing (9,322) 3,432 Increase/(decrease) in cash in the period 66 (228) Notes: 1. The financial information set out in this statement does not constitute the Company's statutory accounts for the years ended 31 December 1998 or 1999 but is derived from those accounts. Statutory accounts for 1998 have been delivered to the Registrar of Companies, whereas those for 1999 are being posted to shareholders today. The auditor has reported on those accounts; its reports were unqualified and did not contain a statement under Section 237(2) or (3) of the Companies Act 1985. 2. The Annual General Meeting will be held at the offices of Nabarro Nathanson, Lacon House, Theobald's Road, London WC1X 8RW on 7 June 2000 at 11.15 am (or as soon thereafter as the Extraordinary General Meeting of the Company convened for the same day has been concluded or adjourned).
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