Final Results

Westmount Energy Limited 11 November 2002 WESTMOUNT ENERGY LIMITED Registered Office: PO Box 298 23-25 Broad Street St Helier Jersey JE4 8TL Channel Islands 11 November 2002 CONTACTS: Derek Williams - Chairman, Westmount Energy Limited Tel: 020 7351 2925 Derek Rawlings - Investec Bank (UK) Limited Tel: 020 7597 5970 Paul Downes/ - Merlin Financial & Corporate Public Relations Dominic Barretto Tel: 020 7606 1244 PRESS RELEASE WESTMOUNT ENERGY LIMITED PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2002 The Board of Westmount Energy Limited ('the Company') today announces the preliminary results of the Company and its subsidiaries ('the Group') for the year to 30 June 2002. Highlights are as follows: • Loss after tax of £98,735 (2001: £109,282). • Turnover of £165,137 (2001: £689,294). • Basic and diluted loss per share of 0.73p (2001: 0.80p). • The reduced turnover, reflecting the sale of the Company's wholly owned United States subsidiary, Westmount Resources, Inc. during the year to Sterling Energy plc (formerly LEPCO plc), includes income from the Group's overriding royalty in the Buchan Oilfield, North Sea, and income from the Gulf of Mexico oil and gas interests held for part of the year. • The main focus of the Company has remained in providing capital to growing companies in the energy sector which hold the possibility of considerable capital growth on the funds invested. The benefit from these activities is only brought to profits when an asset is realised. • The combined worth of the Company's investments, including shareholdings in AIM quoted Desire Petroleum plc, Fusion Oil & Gas plc and Sterling Energy plc at the year end is much in excess of the carrying book value. • It is the Board's intention to return capital to shareholders as and when any substantial profits are realised upon the sale of a major asset. Commenting on the Group's outlook, Mr Derek Williams, Chairman, stated: 'In spite of the continuing uncertainty in general market conditions since 9/11 the Company, in terms of asset value, has made further progress. The Board will continue to rationalise the business of the Group to provide the maximum return to shareholders and take advantage of opportunities for further benefit to the Group.' Attached: Full text of the Chairman's Review from the forthcoming Annual Report, plus Report of the Directors, Consolidated Profit and Loss Account and Consolidated Balance Sheet. Note: Westmount Energy Limited is a Jersey, Channel Islands, based independent oil and gas investment company with its shares traded on AIM of which there are presently 13,576,530 in issue, held by some 1,900 shareholders. There are also outstanding share options over 875,000 shares exercisable at 33.5p per share by 31 December 2004. Copies of this Press Release will be available from the offices of Investec Bank (UK) Limited, 2 Gresham Street, London EC2V 7QP for a period of one month from today's date. Chairman's Review For the year ended 30 June 2002 the group sustained a loss before taxation of £69,329 (£98,735 loss after taxation). This compares with profits before taxation of £65,007 (£109,282 loss after taxation) for the year ended 30 June 2001. Turnover arising mainly from the group's overriding royalty interest in the Buchan Oilfield, North Sea and income from the Gulf of Mexico oil and gas interests owned for part of the year, amounted to £165,137. This compares with turnover of £689,294 for the previous year. The fall in turnover reflects the sale of the group's Gulf of Mexico interests, which were held through the Louisiana based subsidiary, Westmount Resources, Inc. This subsidiary was sold to LEPCO plc (now renamed Sterling Energy plc) ('Sterling') for a total consideration of £495,000, satisfied by the issue and allotment of 6,500,000 new fully paid shares of Sterling to the company at 4.5p per share and £202,500 in cash. This sale was in line with the board's policy of concentrating the company's business on entirely non-operated investment activities. The main focus of the company to date has remained in providing capital to growing companies in the energy sector which hold the possibility of considerable capital growth on the funds invested. The benefit from these activities is only brought to profits when an asset is realised. The group now holds five major investments. These comprise its overriding royalty interest in the producing Buchan Oilfield held though its wholly owned UK based subsidiary, Westmount Petroleum UK Limited, the investments held directly by the company in Desire Petroleum plc ('Desire'), Eclipse Energy Company Limited ('Eclipse') and Sterling, and the interest held through the company's Jersey based subsidiary, Westmount Resources Limited in the share capital of Fusion Oil & Gas plc ('Fusion'). The combined worth of the company's investments at the end of the financial year is much in excess of their carrying book value. This is evidenced by the continued successful performance of the Buchan Oilfield, the market values of the investments in Desire, Fusion and Sterling quoted on AIM and the progress made by Eclipse, which is presently unquoted. Subject to the partial change in investment policy below, it remains the board's intention to return capital to shareholders as and when any substantial profits are realised upon the sale of a major asset. Having regard to present market conditions in the energy sector and the company's own position, the board considers that there is some potential benefit to the company and its shareholders by a partial change in the group's investment policy by acquiring investments for the short term to form part of the company's trading portfolio, in addition to the company's investments held for the medium or long term. The company's subsidiary Westmount Resources Limited is being used for this trading activity with effect from the end of the last financial year and such activity will hopefully generate additional income for the group. Investments held by this subsidiary will be retained normally for only up to twelve months with the commencing date of 30 June 2002, and in the case of subsequent investments from the date of acquisition. These investments will be carried at the lower of cost or market value. Set out below is further information on the group's investments: Buchan Oilfield, North Sea The group owns an overriding royalty based upon 0.5% of oil won and saved from Licence P241 in the central North Sea, including approximately 90% of the producing Buchan Oilfield operated by Talisman Energy (UK) Limited. Oil won and saved from the P241 area in the year ended 30 June 2002 totalled 2,418,823 barrels, compared with 1,904,929 barrels in the previous financial year. The interest was purchased in 1995 for a total cost of £143,379 and after provision for amortisation is being carried at a book value of £58,800. In the period of ownership up to the end of June 2002 this investment has produced gross income of £780,370 being a return of over five times the cost of the investment. There has been continuing good production performance with upgrading of reserves and extension of life of the field. Desire Petroleum plc Since June 1996, the company has invested a total of £684,915 in the issued share capital of Desire for which it has acquired 7,320,830 ordinary shares. Desire's shares were admitted to AIM on 17 April 1998, and from June 1998 the company has realised £745,100 from the sale of 1,829,830 ordinary shares. This has resulted in the return of all the funds invested along with a surplus cash flow of £60,185. The company has generated profits from the proceeds of the shares sold of £328,781, £50,211, £176,047 and £24,365 respectively, in the four financial years ended 30 June 1998, 1999, 2000 and 2002, totalling £579,404. The company retains 5,500,000 ordinary shares representing 5.12% of the present issued share capital of Desire, with a carrying book value of £519,219, equivalent to approximately 9.4p for each Desire share held. The middle market closing price on 4 November 2002 of a Desire share was 11.25p. This shareholding provides the company with a significant indirect investment in exploration of the North Falkland Basin, South Atlantic. Of the six wells drilled offshore in the North Falkland Basin in 1998, five recorded oil, or oil and gas, shows. The first phase of drilling has demonstrated that this basin contains a working, hydrocarbon system. Desire has identified 8 major prospects with a total, unrisked, recoverable-reserve potential exceeding 2 billion barrels of oil. Desire holds licence interests in tranches C, D, F, I and L and has been in discussions with other licence holders in tranche F and tranche A. A consortium may be formed to unitize the various interests and it is probable that as Desire is the holder of the largest interest in the Basin, it would become the operator of the next phase of exploration. Desire has stated that early next year it hopes to be in a position to come to shareholders with a definitive proposal which would result in the recommencement of drilling in the North Falkland Basin, possibly in the austral summer of 2003. Fusion Oil & Gas plc Since February 1999, the group has invested a total of £1,026,789 in the issued share capital of Fusion. These investment funds were utilised partly from the cash proceeds of sale of certain Desire shares, referred to in this review and partly from the proceeds of £500,000 arising from a share placing of 2,000,000 new shares by the company at 25p in August 1999. Following the admission of Fusion's shares to AIM on 28 September 2000, the group owns 20,000,000 fully paid ordinary shares in Fusion representing 21.48% of the issued share capital of that company at 30 June 2002. Accordingly, the carrying value in the books of the group of this shareholding is equivalent to approximately 5p for each Fusion share held. The middle market closing price on 4 November 2002 of a Fusion share was 33p. This investment in Fusion provides the group with a substantial indirect interest in Fusion's projects offshore West Africa. Fusion holds interests in 8 exploration licences across 6 countries, comprising Mauritania, The Gambia, Senegal, Guinea-Bissau, Cameroon and Gabon. In the period April/July 2001, Fusion, along with its joint venture partners, participated in its first drilling programme offshore Mauritania with Woodside as operator, for which Fusion was free carried for its 6% interest under the farmout arrangements with Woodside and Agip. This 2 well drilling programme resulted in an oil discovery on Fusion's maiden well. The success of the first well, Chinguetti-1, offshore Mauritania opened up a new oil producing province. The second well, Courbine-1A ST, was a sub-commercial gas discovery. Following the assessment of these results and the carrying out of further seismic, a three well drilling campaign for 2002 during the period July/October on the Mauritania acreage has resulted in further success. The step out exploration well Chinguetti-4-2 encountered several oil-bearing Tertiary sandstones over a gross hydrocarbon column of 94 metres in the upthrown block. Drilling of the Chinguetti-4-3 exploration well then followed on a completely separate geological feature, known as the Banda prospect, which lies in the same Tertiary reservoir fairway as the originally drilled Chinguetti accumulation and is located in Licence PSC A in which Fusion holds a 3% interest. Chinguetti-4-3 encountered a 133 metre gross hydrocarbon column. Following the completion of this well, the Mauritania PSC A and PSC B joint venture commenced drilling the appraisal well Chinguetti-4-4 located in the southern sector of the Chinguetti structure in PSC B. The Chinguetti-4-4 well and the original Chinguetti-1 well have together proven a minimum gross oil column of 280 metres in the downthrown block. These results provide sufficient encouragement for the joint venture to proceed with further planning for the commercial development of the Chinguetti accumulation. Fusion has also recently completed the farmout of its operated deepwater licences in The Gambia, AGC (Senegal/Guinea Bissau) and Cameroon to Amerada Hess and will retain a 20% interest in these licences and be free carried for 3D seismic and for the drilling of up to two wells on each licence. Fusion remains active as well in the pursuit of new ventures in the region and has announced the signature of a technical co-operation agreement with the Government of the Saharawi Arab Democratic Republic ('SADR'). Fusion will conduct a detailed evaluation of the offshore area of Western Sahara immediately north of Mauritania and subsequently will have the right to licence up to three exploration blocks, contingent upon SADR's admission to the United Nations. Eclipse Energy Company Limited By subscribing for 20% of the seed capital raised by Eclipse founded in February 1999, the company owns 14.82% of the issued share capital of Eclipse, which is presently unquoted. Eclipse has developed an innovative power generation concept whereby power would be generated from stranded offshore gas reserves, integrated with power generated from wind turbines in an offshore generating station and then exported as electricity by cable to the National Grid. Eclipse holds licences over blocks 113/28 and 113/29 off Barrow-in-Furness in the East Irish Sea and is formulating a plan for this first development project. This will involve further interim financing and the company may provide up to a maximum of £1.2 million towards this fundraising. Pending completion of the arrangements the company has advanced to Eclipse £500,000 on a short-term basis. Sterling Energy plc Following the sale of the company's United States subsidiary to Sterling (formerly LEPCO), the company owns 6,500,000 ordinary shares of Sterling, which it acquired at 4.5p per share. The middle market price of a Sterling share on 4 November 2002 was 5.25p. Sterling Energy Limited was reversed into Sterling recently and as a result the company's shareholding represents 2.47% of the enlarged share capital of Sterling. With the new management team at Sterling and the expansion of its interests in the USA, mainly in the Gulf of Mexico, this investment provides the company with a continuing interest in the area where the group had carried on business since 1994. Outlook In spite of the continuing uncertainty in general market conditions since 9/11 the company, in terms of asset value, has made further progress. The board will continue to rationalise the business of the group to provide the maximum return for shareholders and take advantage of opportunities for further benefit to the group. Derek G. Williams Chairman 11 November 2002 REPORT OF THE DIRECTORS TO THE MEMBERS OF WESTMOUNT ENERGY LIMITED 1. The directors have pleasure in presenting the audited financial statements of the company and of the group for the year ended 30 June 2002. 2. The result for the year is set out on page 11 in the profit and loss account. The directors do not recommend the payment of a dividend in respect of these accounts. 3. Development of the group's activities and its prospects are reviewed in the chairman's review on pages 4 to 6. 4. The directors during the year were as follows: D G Williams (USA) P J Richardson M S D Yates Biographical Information Derek G Williams, Chairman, age 71, a founding director of the company, appointed 18 November 1992, has many years experience in the international oil industry and is a chartered accountant. He was appointed to the board of Charterhall PLC in 1965 and became chairman and chief executive in 1969, a position he held for seventeen years. Charterhall was a British independent oil company and a member of the consortium which discovered the North Sea producing Buchan Oilfield in 1974. Charterhall was active in the UK offshore and onshore areas and in the USA, Canada and Australia with offices in London, Denver, Calgary and Melbourne. Derek retired as chief executive of Charterhall in July 1986, upon the change in control of Charterhall and left the board in July 1988. Upon leaving Charterhall and until he joined the company in 1992, he acted as an international petroleum consultant. After living for several years in Houston, he became a US citizen in March 1994. He was appointed a non-executive director of Fusion Oil & Gas NL in April 1999 and a non-executive director of Fusion Oil & Gas plc in June 2000. In July 2002 he was appointed a non-executive director of Eclipse Energy Company Limited. Peter J Richardson, age 46, a Jersey resident, and a director of the company since 25 June 1998, is a director of fund management and special purpose vehicle administration companies. He was formerly for six years Corporate Trust Manager of The Royal Bank of Scotland Trust Company (Jersey) Limited and for the previous twenty years held senior positions with four major international banks, including ten years in the role of trust officer for clients and ten years in general banking and management. Marc S D Yates, age 42, a Jersey resident, and a director of the company since 1 October 1998, is a partner in the Jersey based law firm, Ogier & Le Masurier, and an advocate of the Royal Court of Jersey as well as an English barrister of twenty years standing. He also holds a number of public company directorships. 5. The secretary of the company throughout the year was The Royal Bank of Scotland Trust Company (Jersey) Limited. 6. The principal activity of the company is, and continues to be, investment holding and of the group, investment holding and investment in oil and gas exploration and production. 7. The directors and their families have the following interests in the shares and options over shares of the company. Ordinary shares of 10p each Share options 11 November 30 June 30 June 11 November 30 June 30 June 2002 2002 2001 2002 2002 2001 D G Williams (a) 1,510,000 1,510,000 1,510,000 250,000 250,000 250,000 P J Richardson - - - 250,000 250,000 250,000 M S D Yates - - - 250,000 250,000 250,000 a) Including non-beneficial holdings of 675,000 shares at 30 June 2002 (675,000 at 30 June 2001). 8. At 11 November 2002 notification had been received of the following holdings of more than 3% of the issued capital of the company: Number % D G Williams 1,510,000 11.12 J D Saville 817,500 6.02 9. There are no service contracts with directors. However, Ridge House Resources Limited, a company in which D G Williams is interested is entitled to a commission of 3% of profits arising from the group's current interest held through Desire Petroleum plc and any future interests in the Falkland Islands. Further details are contained in note 4 to the financial statements on page 20. 10. The company is not resident in the United Kingdom and is, therefore, not a close company within the meaning of the United Kingdom Income and Corporation Taxes Act 1988. 11. The movements in fixed assets are shown in notes 7 and 8 to the financial statements on pages 22 to 24. 12. The group does not follow any specified code or standard on payment practice. However, it is group policy to settle all debts owing on a timely basis, taking account of the credit period given by each supplier. The group has few trade creditors and the majority of year end credit was due to professional advisers. For this reason, the directors consider that the publication of the number of creditor days would not provide meaningful information. 13. On 8 July 2002 the company entered into an agreement with The Royal Bank of Scotland plc ('the Bank') under the terms and conditions of which the Bank agreed to make available to the company a loan up to a maximum of £1,270,000 to assist with the purchase of shares in Eclipse Energy Company Limited up to £1,200,000 and associated costs. This loan has been secured on various assets of the company and its subsidiaries. In addition D G Williams has provided a personal guarantee to the Bank to enable the company to obtain the facility. Under the terms of an agreement dated 8 July 2002 between the company and D G Williams in consideration of him agreeing to providing a guarantee to The Royal Bank of Scotland plc of £500,000 together with interest on that sum and expenses, the company has agreed to pay D G Williams a fee equal to 3 % of profits realised by the company on the investment in Eclipse Energy Company Limited. Other significant post balance sheet events are described in detail in the chairman's review. 14. 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 of the group and of the profit or loss of the group for that year. In preparing these 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; • State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; • Prepare the financial statements on the going concern basis unless it is inappropriate to assume that the company will continue in business. The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and of the group and to enable them to ensure that the financial statements comply with the Companies (Jersey) Law 1991. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention and detection of fraud, error and non- compliance with laws and regulations. The directors confirm that they have complied with these requirements and, at the time of approving these financial statements, have a reasonable expectation that the group has adequate resources to continue in operational existence as a going concern for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements. 15. A resolution to re-appoint the auditors, Moore Stephens, and authorising the directors to fix their remuneration will be submitted to the forthcoming annual general meeting. By Order of the Board For and on behalf of The Royal Bank of Scotland Trust Company (Jersey) Limited L M G THEBAULT Secretary PO Box 298 23-25 Broad Street St Helier Jersey JE4 8TL Channel Islands 11 November 2002 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2002 (Expressed in United Kingdom Sterling) 2002 2001 £ £ £ £ Turnover Continuing operations 137,900 154,039 Discontinued operations 27,237 535,255 165,137 689,294 Operating costs (15,421) (115,285) Operating profit before administrative expenses 149,716 574,009 Administrative expenses (309,621) (299,575) Net operating (loss)/profit Continuing operations (176,944) (164,656) Discontinued operations 17,039 439,090 (159,905) 274,434 Interest receivable 5,151 13,911 Amount written off investment (1) (223,338) Profit on disposal of subsidiary undertaking 61,060 - Profit on disposal of investments 24,366 - 90,576 (209,427) Net (loss)/profit on ordinary activities before taxation (69,329) 65,007 Tax on net income on ordinary activities (29,406) (174,289) Loss for the year (98,735) (109,282) Basic and diluted loss per share (0.73)p (0.80)p STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 30 JUNE 2002 2002 2001 £ £ Loss for the year (98,735) (109,282) Currency translation differences on foreign currency net investments (8,012) (12,612) Total recognised losses relating to the year (106,747) (121,894) There is no material difference between the (loss) profit for the year on ordinary activities before taxation and the (loss) for the year as stated above, and their historical cost equivalents. CONSOLIDATED BALANCE SHEET AT 30 JUNE 2002 (Expressed in United Kingdom Sterling) 2002 2001 £ £ £ £ FIXED ASSETS Tangible fixed assets 58,800 142,199 Investments 941,719 1,708,760 1,000,519 1,850,959 CURRENT ASSETS Investments 1,026,987 - Debtors 59,973 51,134 Cash at bank 117,908 536,427 1,204,868 587,561 CREDITORS: amounts falling due within one year (75,572) (201,958) NET CURRENT ASSETS 1,129,296 385,603 TOTAL ASSETS LESS CURRENT LIABILITIES 2,129,815 2,236,562 SHARE CAPITAL AND RESERVES Equity share capital 1,357,653 1,357,653 Share premium account 555,127 555,127 Profit and loss account 217,035 323,782 EQUITY SHAREHOLDERS' FUNDS 2,129,815 2,236,562 These financial statements were approved by the Board of Directors on 11 November 2002 D G WILLIAMS Director This information is provided by RNS The company news service from the London Stock Exchange
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