Final Results

Westmount Energy Limited 01 December 2003 1 December 2003 PRESS RELEASE WESTMOUNT ENERGY LIMITED PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2003 The Board of Westmount Energy Limited ('Westmount' or 'the Company') today announces the preliminary results of the Company and its subsidiaries ('the Group') for the year to 30 June 2003. Highlights are as follows: • Turnover of £101,445 (2002: £165,137). • Loss after tax of £213,116 (2002: £98,735). • Basic and diluted loss per share of 1.57p (2002: 0.73p). • Following the sale of the Company's wholly owned United States subsidiary in the previous financial year, apart from the Group's overriding royalty based upon 0.5% of oil won and saved from Licence P241 in the central North Sea, including the major part of the producing Buchan Oilfield, the Group's investments consist of shareholdings in other companies in the energy sector. • The Group invests principally in growing companies which hold the possibility of considerable growth on the funds invested. The benefit from these activities is only brought to profits when an asset is sold. The combined worth of the Company's investments at the year end was much in excess of the carrying book values. • Subsequent to the year end, as announced on 19 September 2003 the Company sold to AIM quoted Sterling Energy plc ('Sterling'), its Jersey based wholly owned subsidiary Westmount Resources Limited, whose main asset was 20,000,000 shares of Fusion Oil & Gas plc ('Fusion') in exchange for 71,375,000 new fully paid shares of Sterling. The surplus value arising on the sale of the investment amounted to £6,635,500, equivalent to 48p per share for each Westmount share presently in issue. Commenting on the Group's outlook, Mr Derek Williams, Chairman, stated: 'With the imminent resolution of Sterling's offer for the shares of Fusion it does not already own, the success of drilling adjacent to the Buchan Field, the expected resumption of drilling offshore the Falkland Islands and the progress being made by Eclipse Energy Company Limited, the New Year offers continued excitement for shareholders.' - Ends - CONTACTS: Derek Williams - Chairman, Westmount Energy Limited Tel: 020 7351 2925 Andrew Edwards Oriel Securities Limited Tel: 020 7710 7614 Paul Downes/Tom Randell Merlin Financial Tel: 020 7606 1244 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 13,701,530 in issue, held by some 1,800 shareholders. There are also outstanding share options over 750,000 shares exercisable at 33.5p per share by 31 December 2004. Copies of this Press Release will be available from the offices of Oriel Securities Limited, 4 Wood Street, London EC2V 7JB for a period of one month from today's date. CHAIRMAN'S REVIEW For the year ended 30 June 2003 the group sustained a loss before taxation of £196,176 (£213,116 loss after taxation). This compares with a loss before taxation of £69,329 (£98,735 loss after taxation) for the year ended 30 June 2002. Turnover for the year ended 30 June 2003 arising from the group's overriding royalty interest in the Buchan Oilfield, North Sea, totalled £101,445, as compared with £165,137 for the previous year, which included income from the group's interests in the Gulf of Mexico owned for part of that year. Following the sale in the last financial year of the company's wholly owned United States subsidiary, Westmount Resources, Inc., to AIM quoted Sterling Energy plc ('Sterling'), apart from the group's overriding royalty based upon 0.5% of oil won and saved from Licence P241 in the central North Sea, the group's investments consist of shareholdings in other companies in the energy sector. The main focus of the company has remained in providing funding 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 results for the year under review include profits of £16,864 realised from the sale of investments compared with £85,426 realised for the year ended 30 June 2002, including a profit of £61,060 realised on the sale of Westmount Resources, Inc.. The market value of the group's three AIM quoted investments, referred to below, on 30 June 2003 totalled £7,526,250 compared with a carrying book value of £1,793,508, showing an unrealised surplus on that date of £5,732,742. After the end of the financial year, the company announced on 19 September 2003 the sale of its wholly owned subsidiary company Westmount Resources Limited ('Westmount Resources') to Sterling. The assets of Westmount Resources consisted of 20 million fully paid shares of Fusion Oil & Gas plc ('Fusion plc') representing 20.4% of the Fusion plc shares in issue and 500,000 partly paid shares of Fusion Oil & Gas NL, which are convertible into Fusion plc shares. Westmount accepted 71,375,000 fully paid shares in Sterling in exchange, which it has agreed to retain for at least one year from admission of these shares of Sterling to the AIM market which occurred on 25 September 2003. The consideration for the sale was £8,208,125. After taking into account the book value of the investment and expenses associated with the sale the surplus realised on sale of the investment amounted to £6,635,500, equivalent to approximately 48p per share for each share of Westmount presently in issue. £66,245 of the costs incurred in connection with the sale are being paid in cash, £209,375 of the bonus due to directors as referred to in the directors report on page 8 is being applied in exercising the 625,000 share options held by the directors, the balance due of £149,680 together with other costs and expenses due of £120,000 will be satisfied by the allotment of new fully paid shares of the company at a subscription price calculated at the middle market closing price of a share of the company on 29 December 2003. Set out below is further information on the group's investments: Licence P241 - 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 ('Talisman'). Oil won and saved from the P241 area in the year ended 30 June 2003 totalled 2,206,324 barrels, compared with 2,418,823 barrels in the previous financial year. On the exploration front, Talisman announced on 30 October 2002 that it had made an oil discovery in Licence P241. The 21/1a-19 well successfully tested the J-1 exploration prospect, located some 10 kilometres northeast of the Buchan Field. The well discovered a gross oil column of 164 feet, with 82 feet of net hydrocarbon pay in good quality Upper Jurassic sandstones and flowed at a rate of 6,600 barrels of oil per day of 40 degree API oil plus 7.7 mmcf per day of natural gas. Two sidetrack wells were drilled to appraise the discovery. The discovery is estimated to contain 40-70 million barrels of oil in place and will be economic to develop. On 6 November 2003 Talisman announced well 21/1a-20 successfully tested the J-5 exploration prospect, located about 6 kilometres northeast of the Buchan Field and 4 kilometres southeast of the J-1 discovery. The well discovered good quality, commercial hydrocarbon pay in an Upper Jurassic sandstone reservoir. The well tested and flowed at a rate of 7,100 barrels of oil per day of 40.2-degree API oil plus 7.6 mmcf per day of natural gas. Talisman advised that, subject to DTI approval, it will be retained as a producer to be tied back to the J-1 discovery, which is currently in the process of development planning. Initial estimates suggest that the discovery contains 10-40 million barrels of oil-in-place. This is in addition to the 40-70 million barrels of oil-in-place already established by the J-1 discovery. Desire Petroleum plc The group presently owns 5,500,000 shares of AIM quoted Desire Petroleum plc ('Desire') representing approximately 4.9% of Desire's issued share capital at a carrying cost of approximately 9.4p for each Desire share held. This shareholding provides the group with a continuing interest in Desire's exploration, offshore the Falkland Islands. Desire has advised in the interim review of the company for the six months ended 30 June 2003 that steps are being taken towards the resumption of exploration in the North Falkland Basin. A new geological model has been developed which has identified the areas within the Basin, and below the source rock, most likely to contain substantial reservoir rocks and traps for oil. As a consequence, Desire has designed a 1000 square kilometre 3D-seismic survey to be carried out during the austral summer of 2003-4 in the company's 100% owned Tranches C and D. The new geological model has identified a number of major prospects along the North Falkland Basin margins, which are below and adjacent to the prolific oil-source rock encountered in the initial drilling campaign. At least three of these prospects have the potential to contain recoverable reserves of one billion barrels of oil should suitable reservoir rocks be present. The geological model predicts the presence of suitable reservoirs and it is the purpose of the 3D-seismic survey to define them as precisely as possible prior to the next drilling campaign. Eclipse Energy Company Limited The group owns 130,000 shares in the issued share capital of Eclipse Energy Company Limited ('Eclipse') representing 14.82% of the company, which is presently unquoted. Eclipse has developed an innovative concept whereby integrated power generation from offshore gas reserves and wind turbines is exported by cable to the National Grid. Eclipse has reached agreement with IGE Energy Services (UK) Ltd., a subsidiary of General Electric Company to develop its Ormonde project, East Irish Sea, 10 kilometres offshore Barrow-in-Furness. Eclipse has also submitted a tender in the recent Crown Estate Round Two for UK offshore wind developments to extend the Ormonde project. Westmount has provided a short-term secured loan facility to Eclipse as referred to in the annual accounts, pending Eclipse arranging longer term funding. Sterling Energy plc Following the sale of its United States subsidiary to Sterling in March 2002, Westmount has retained 5,500,000 of the shares acquired as part of the consideration received from the sale. Taking into account the shares of Sterling acquired as consideration for the sale of Westmount Resources Limited in September 2003, Westmount owns a total of 76,875,000 fully paid shares of Sterling, representing some 17% of the issued share capital of Sterling on the date of purchase. Since that date Sterling has completed a placing to raise £10 million at 11p per share resulting in our interest becoming 14.2%. Sterling is an independent oil and gas company focused on the exploration, development and production of oil and gas. Over the last twelve months Sterling has increased the size of its US gas reserves through acquisition, drilling and workovers. Sterling currently has production interests in seven Gulf of Mexico fields covering 16 leases, together with minor production onshore in the US and Canada and a licence interest offshore Philippines on which discoveries of gas have previously been made. Sterling has stated that it will continue to look to acquire additional production in the Gulf of Mexico, if and when suitable opportunities arise. Approximately 95% of Sterling's current production is gas. Sterling announced an offer to acquire the remaining shares of Fusion Oil & Gas plc ('Fusion'), it did not own, on 25 September 2003 to mirror the price it paid to Westmount reflected by the transaction to acquire Westmount Resources Limited ('Westmount Resources'), including its 20.4% shareholding in Fusion. This offer closes on 4 December 2003. The principal benefits of combining Sterling and Fusion are that it will create a balance between Sterling's primarily production portfolio and Fusion's exploration potential. The Sterling directors have stated that the Gulf of Mexico and West Africa are likely to be key strategic areas for oil and gas development in the future. The stronger balance sheet of the enlarged group should enable it to realise more fully the value of success of exploration discoveries and increase the ability to exploit new opportunities. The increased market capitalisation of the enlarged group should also result in greater liquidity for the benefit of all shareholders. Westmount regrets that the board of Fusion, excluding the two representatives of Westmount Resources, has been opposed to the offer made by Sterling which of necessity is now hostile. Westmount Resources was not in favour of the premature sale by Fusion of its sole oil discovery, the Mauritania interest. The board of Westmount believes the deal with Sterling represents excellent value for Westmount and reflects our continuing confidence in the judgement of the Sterling board. Our decision to sell follows mounting disappointment in the performance of our investment in Fusion since its flotation and our strong belief in the merits of combining Sterling's strengths with Fusion's exploration portfolio. Outlook With the imminent resolution of Sterling's offer for Fusion, the success of drilling adjacent to the Buchan Field, the expected resumption of drilling offshore the Falkland Islands and the progress being made by Eclipse, the New Year offers continued excitement for shareholders. Derek G. Williams Chairman 1 December 2003 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 2003. 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 72, 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. Peter J Richardson, age 47, a Jersey resident, is an associate of the Chartered Institute of Bankers and a diploma qualified member of the Securities Institute. A director of the company since 25 June 1998, he 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 banking groups. He also holds a number of public company directorships. Marc S D Yates, age 43, 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 one 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. On 25 September 2003 The Royal Bank of Scotland Trust Company (Jersey) Limited resigned and Bedell Cristin Secretaries Limited was appointed as secretary. 6. On 27 May 2003 the company changed its Nominated Adviser and Broker from Investec Bank (UK) Limited to Oriel Securities Limited. 7. 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. 8. 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 24 November 30 June 30 June 24 November 30 June 30 June 2003 2003 2002 2003 2003 2002 D G Williams (a) 1,585,000 1,585,000 1,510,000 175,000 175,000 250,000 P J Richardson 25,000 25,000 - 225,000 225,000 250,000 M S D Yates 25,000 25,000 - 225,000 225,000 250,000 a) Including non-beneficial holdings of 750,000 shares at 30 June 2003 (675,000 at 30 June 2002). In the year the directors exercised share options as follows: Options exercised D G Williams 75,000 P J Richardson 25,000 M S D Yates 25,000 The exercise price was 33.5p per share. 9. At 24 November 2003 notification had been received of the following holdings of more than 3% of the issued capital of the company: Number % D G Williams 1,585,000 11.57 J D Saville 960,000 7.01 10. 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. In order to secure loan finance from The Royal Bank of Scotland plc, D G Williams provided a personal guarantee to the bank amounting to £500,000. In consideration of D G Williams providing that guarantee the company has agreed to pay him a fee of 3% of profits realised by the company on the investment in Eclipse Energy Company Limited. On 28 March 2003 it was resolved that the current directors be paid a bonus calculated at 5% of the gross profit realised from any potential sale of the investments in Fusion Oil & Gas plc and Fusion Oil & Gas NL. 11. 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. 12. The movements in fixed assets are shown in notes 7 and 8 to the financial statements on pages 21 to 23. 13. 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. 14. On 19 September 2003 the company sold its wholly owned subsidiary, Westmount Resources Limited, to Sterling Energy plc. Further details of this event can be found in the chairman's review and in note 15 to the financial statements on page 25. Other significant post balance sheet events are described in detail in the chairman's review. 15. 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; • 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. 16. 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 Bedell Cristin Secretaries Limited P R ANDERSON Secretary 26 New Street St Helier Jersey JE4 3RA Channel Islands 1 December 2003 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2003 (Expressed in United Kingdom Sterling) 2003 2002 £ £ £ £ Turnover Continuing operations 101,445 137,900 Discontinued operations - 27,237 -------- -------- 101,445 165,137 Operating costs (9,734) (15,421) -------- -------- Operating profit before administrative expenses 91,711 149,716 Administrative expenses (308,520) (309,621) -------- -------- Net operating (loss)/profit Continuing operations (216,809) (176,944) Discontinued operations - 17,039 -------- -------- (216,809) (159,905) Profit on disposal of subsidiary undertaking - 61,060 Profit on disposal of investments 16,864 24,366 Interest and similar fees receivable 120,446 5,151 Bank loan interest and charges payable (116,677) - Amount written off investment - (1) -------- -------- 20,633 90,576 -------- -------- Net loss on ordinary activities before taxation (196,176) (69,329) Taxation (16,940) (29,406) -------- -------- Loss for the year (213,116) (98,735) -------- -------- Basic and diluted loss per share (1.57)p (0.73)p -------- -------- STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES FOR THE YEAR ENDED 30 JUNE 2003 2003 2002 £ £ Loss for the year (213,116) (98,735) Currency translation differences on foreign currency net investments - (8,012) -------- -------- Total recognised losses relating to the year (213,116) (106,747) -------- -------- CONSOLIDATED BALANCE SHEET AT 30 JUNE 2003 (Expressed in United Kingdom Sterling) 2003 2002 £ £ £ £ FIXED ASSETS Tangible fixed assets 49,066 58,800 Investments 896,719 941,719 -------- -------- 945,785 1,000,519 CURRENT ASSETS Investments 1,026,987 1,026,987 Debtors 622,296 59,973 Cash at bank 53,747 117,908 -------- -------- 1,703,030 1,204,868 CREDITORS: amounts falling due within one year (690,241) (75,572) -------- -------- NET CURRENT ASSETS 1,012,789 1,129,296 -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES 1,958,574 2,129,815 -------- -------- SHARE CAPITAL AND RESERVES Equity share capital 1,370,153 1,357,653 Share premium account 584,502 555,127 Profit and loss account 3,919 217,035 -------- -------- EQUITY SHAREHOLDERS' FUNDS 1,958,574 2,129,815 -------- -------- These financial statements were approved by the Board of Directors on 1 December 2003. D G WILLIAMS Director This information is provided by RNS The company news service from the London Stock Exchange
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