Final Results

Westmount Energy Limited 10 November 2004 10 November 2004 WESTMOUNT ENERGY LIMITED PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2004 The Board of Westmount Energy Limited ('Westmount' or 'the Company') today announces the preliminary results of the Company and its subsidiary ('the Group') for the year to 30 June 2004. Highlights are as follows: • Turnover of £137,092 (2003: £101,445). • Profit after tax of £6,549,225 (2003: Loss £213,116). • Basic and diluted earnings per share of 45.62p (2003: (1.57)p). • The net profit for the year ended 30 June 2004 is after crediting the surplus realised on the sale of the Company's wholly owned subsidiary, Westmount Resources Limited ('Westmount Resources') announced on 19 September 2003 to Sterling Energy plc ('Sterling'). As reported to shareholders on 1 December 2003 this surplus amounted to £6,635,500, after taking into account the book value of the investment and expenses associated with the sale. • The assets of Westmount Resources consisted of 20 million fully paid shares of Fusion Oil & Gas plc and 500,000 partly paid shares of its subsidiary, Fusion Oil & Gas NL. The Company accepted 71,375,000 fully paid shares of Sterling in exchange, taken at 11.5p per share. This resulted in a total consideration of £8,208,125 for the sale of the investment. • The Group invests principally in companies which hold the possibility of considerable capital growth on the funds invested. Profits are only brought to account when an investment is sold. • The market value of the Group's two AIM quoted investments, Sterling and Desire Petroleum plc on 30 June 2004 totalled £13,055,000 compared with a carrying book value of £8,890,469 showing an unrealised surplus on that date of £4,164,531. As previously stated it remains the Directors' intention to return capital to shareholders as and when any substantial profits are realised upon the sale of major assets for cash. Commenting on the Group's outlook, Mr Derek Williams, Chairman, stated: 'All the Group's investments are currently performing well and the Board of Westmount looks forward to their further growth in value for the benefit of shareholders.' CONTACTS: Westmount Energy Limited Tel: 01534 814209 Derek G. Williams, Chairman Oriel Securities Limited Tel: 020 7710 7600 Andrew Edwards / Scott Richardson Brown Merlin Paul Downes / Tom Randell Tel: 020 7653 6620 Attached: Full text of the Chairman's Review from the forthcoming Annual Report, plus Report of the Directors, Consolidated Profit and Loss Account, Consolidated Balance Sheet and Consolidated Cash Flow Statement. 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 15,013,361 in issue, held by some 1,700 shareholders. There are no outstanding share options. 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 I am pleased to report profits before taxation of £6,552,701 (£6,549,225 after taxation) for the year ended 30 June 2004. This compares with a loss of £196,176 (£213,116 after taxation) for the year ended 30 June 2003. Turnover for the year ended 30 June 2004, arising from the group's overriding royalty interest in the North Sea Buchan Oilfield, totalled £137,092, as compared with £101,445 for the previous year. The net profit for the year ended 30 June 2004 is after crediting the surplus realised on the sale of the company's wholly owned subsidiary, Westmount Resources Limited ('Westmount Resources') announced on 19 September 2003 to Sterling Energy plc ('Sterling'). As reported to shareholders on 1 December 2003 this surplus amounted to £6,635,500, after taking into account the book value of the investment and expenses associated with the sale. The assets of Westmount Resources consisted of 20 million fully paid shares of Fusion Oil & Gas plc and 500,000 partly paid shares of its subsidiary, Fusion Oil & Gas NL. The company accepted 71,375,000 fully paid shares of Sterling in exchange, taken at 11.5p per share, which the company agreed to hold, at least until 25 September 2004. This resulted in a total consideration of £8,208,125 for the sale of the investment. The group invests principally in companies which hold the possibility of considerable capital growth on the funds invested. Profits are only brought to account when an investment is sold. The market value of the group's two AIM quoted investments, Sterling and Desire Petroleum plc, as referred to further below, on 30 June 2004 totalled £13,055,000 compared with a carrying book value of £8,890,469 showing an unrealised surplus on that date of £4,164,531. As previously stated it remains the directors' intention to return capital to shareholders as and when any substantial profits are realised upon the sale of major assets for cash. 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 2004 totalled 2,397,211 barrels, compared with 2,206,324 barrels in the previous financial year. As previously reported, as a result of the successful additional drilling in Licence P241 by Talisman outside the Buchan Oilfield, discoveries have been made on the J-1 and J-5 prospects. It has been reported recently that Talisman is proceeding with the development of its Tweedsmuir and Tweedsmuir South fields, formerly known as the J-1 and J-5 discoveries within Licence P241 and production is targeted to commence in 2006 with peak production in late 2006 of 40,000 barrels of oil per day. It is understood that four wells will be tied back to Talisman's operated Piper B platform and crude oil sent via existing pipeline to Talisman's Flotta terminal in Orkney. It has been stated the fields are estimated to contain probable gross reserves of 71 million barrels of oil. Desire Petroleum plc The group presently owns 5,500,000 shares of AIM quoted Desire Petroleum plc ('Desire'). This shareholding represents approximately 3.38% of Desire's issued share capital at a carrying cost of approximately 9.4p for each Desire share held. The shareholding provides the group with a continuing interest in Desire's exploration offshore the Falkland Islands. Desire has reported that a 3D-seismic survey carried out on its behalf by Fugro Geoteam A/S over 804 square kilometres of Tranches C and D in the North Falkland Basin in which it holds a 100% interest has been completed and a fast track processing programme was implemented, to produce processed data in near final form. This was completed in July and detailed interpretation is being carried out by RPS Hydrosearch. This fast track programme may require modification in the final processing but data quality is such that few, if any, major modifications are anticipated. The fast track programme is therefore providing Desire with an early basis for entering discussions with potential farm-in partners. As Desire has confirmed, it has already been established that the North Falkland Basin contains one of the world's richest oil-source rocks and that substantial quantities of oil have been generated and expelled from it. The principal objective of the geological interpretation is, therefore, to identify potential oil accumulations which, in turn, involves the identification of suitable structures and reservoirs in which economically producible reserves of oil may have accumulated. Structural mapping is intended to apply various forms of attribute analysis to aid in the identification of reservoir sands. At the same time, work will be undertaken to identify direct hydrocarbon indicators which may enhance drilling confidence levels. Interpretation of all of these factors is still at an early stage but a number of significant features are already emerging. The 3D-seismic data quality is much better than the existing 2D data and it is now clear that there are many more structural leads than previously recognised. It follows that, if there is good reservoir development, there are likely to be many more drilling targets than those defined by the 2D-seismic. Accordingly, interpretative work is being directed at defining the larger prospects first. Given the amount of oil generated in the North Falkland Basin, it is not surprising that several direct hydrocarbon indicators are discernable. In particular, gas chimneys and amplitude anomalies are present. In themselves, these do not always indicate oil accumulations but taken together with the geological and attribute analysis data, they are an indication of potential oil-bearing prospects. In general, the 3D-seismic has enhanced the prospectivity of the North Falkland Basin. It is still expected that final interpretation of the combined 3D and 2D data will be ready later in the year. In the meantime Desire is continuing discussions with potential farm-in partners and it is hoped that drilling could restart at some time during 2005. Much will depend upon the final size and quality of the prospects generated and on rig availability. Eclipse Energy Company Limited The group owns 130,000 shares in the issued share capital of Eclipse Energy Company Limited ('Eclipse') for which it subscribed £1 each in April 2000 and represents 13.25% of Eclipse, 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. Following a fund raising, including the issue of new shares at £5 per share and arrangements with a major industry partner, Eclipse has proceeded with the planning of the Ormonde hybrid wind and natural gas powered electricity generation project in the East Irish Sea, 10 kilometres offshore Barrow-in-Furness. Eclipse has awarded UK-based Offshore Design Engineering a contract to carry out pre-construction engineering work. Preparation of the Environment Statement by RBA Ltd., is also underway for submission in May 2005. It is intended that Eclipse will provide 100 megawatts of electricity from its gas turbines, which will be fuelled by two natural gas fields and 100 megawatts from a dedicated offshore wind farm. Subject to Secretary of State consent it is expected construction work will commence late next year and come into production in 2006 and 2007. Westmount has provided, in addition to its shareholding, a secured loan facility which stood at £670,232 at the end of the financial year which has been now subsequently reduced to £575,900. This will be repaid from part of the final funding arrangements for the project. Sterling Energy plc The group presently owns 75,000,000 shares of AIM quoted Sterling Energy plc ('Sterling'). This holding consists of 71,375,000 shares acquired upon the sale of the company's subsidiary undertaking, Westmount Resources Limited to Sterling in September 2003, taken at 11.5p per share, and the balance of 3,625,000 shares retained from the sale of its United States based subsidiary, Westmount Resources, Inc to Sterling in February 2002 taken at 4.5p per share. The group's total shareholding in Sterling currently represents approximately 9.17% of Sterling's issued share capital at an average carrying cost of approximately 11.16p for each Sterling share held. Sterling is an independent oil and gas company focused on the exploration, development and production of oil and gas, and as a result of the successful £40 million takeover of Fusion Oil & Gas plc ('Fusion') with its business concentrated in West Africa, and the subsequent $39.5 million acquisition of producing assets and related infrastructure from Osprey Petroleum Partners LP which increased its assets in the Gulf of Mexico, Sterling now has two principal geographical areas of operation, namely production in the Gulf of Mexico and exploration and development in West Africa. Over 90% of Sterling's production comes from gas in the Gulf of Mexico where Sterling's proven and probable reserves have been stated as 60 billion cubic feet of gas equivalent at 30 June 2004 with current production rates of around 10.5 million cubic feet of gas equivalent per day which equates to approximately 15 years of production. Sterling has reported that detailed preparations are underway for drilling further wells and workovers during the next eighteen months with the objective of more than doubling United States production. As a result of the acquisition of Fusion, Sterling gained exposure to an existing portfolio of exploration assets in West Africa. An extensive programme of drilling, further exploration and development work is planned in the area with initial oil production expected in Mauritania from its Chinguetti Field in 2006 from which Sterling will benefit through its royalty arrangements with Premier Oil plc. Sterling has recently entered its most active drilling period which will see it participating in over 20 wells in Africa and the Gulf of Mexico over the next year. The majority of the African wells are offshore Mauritania where its costs are fully carried. On 27 October 2004 Sterling announced it had entered into a conditional agreement to provide a letter of credit for $130 million to the Mauritanian Government to enable it to exercise its right to participate in the development of the Chinguetti Field. In order to fund this amount, the costs associated with the transaction and to provide Sterling with additional working capital for its continuing development, Sterling is seeking to raise approximately £97 million by way of a placing of new ordinary shares to institutional investors. Sterling's Chief Executive, Harry Wilson said: 'This represents a stunning deal for Sterling, and establishes us as a key player in Mauritania, now recognised as one of the global hotspots for oil exploration and development activity. It cements our close relationship with the Mauritanian Government going forward as we have been confirmed as a strategic partner.' Key points of the transaction are as follows: • The Mauritanian Government will exercise its right to acquire a 12% interest in the Chinguetti Field. • Sterling will provide the Mauritanian Government with a letter of credit for $130 million to enable it to exercise this right for which it will receive a share of the Mauritanian Government's oil revenues from the Chinguetti field. • Sterling will gain an effective interest in the oil production revenues from the Chinguetti Field, the first commercial development in Mauritania. • Oil production is expected to commence in early 2006 at a gross projected rate of 75,000 barrels of oil per day. • The Mauritanian Government has provided written confirmation that it considers Sterling as a strategic partner. • Sterling is now seeking to raise approximately £97 million by way of a placing of new ordinary shares to finance the letter of credit, associated transaction costs and working capital for the Company's ongoing development. A circular and notice of an Extraordinary General Meeting of Sterling convened for 18 November 2004, was sent on 26 October 2004 to shareholders of Sterling seeking its shareholders approval to enable its directors to allot the new ordinary shares necessary to effect the proposed placing. Westmount has provided an irrevocable undertaking to vote in favour of the necessary resolution. On the successful conclusion of the transaction planned for no later than 20 November 2004 and in view of the issue of new ordinary shares of Sterling in the proposed placing to be effected on 19 November 2004, which have been underwritten by its Broker, it is anticipated Westmount's stake of 75,000,000 shares in the new total issued share capital of Sterling would be approximately 5.38%. Outlook All the group's investments are currently performing well and the Board of Westmount looks forward to their further growth in value for the benefit of shareholders. Derek G. Williams Chairman 10 November 2004 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 2004. 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. It remains the directors intention to return capital to shareholders as and when any substantial profits are realised upon the sale of major assets for cash. 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 73, 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. Peter J Richardson, age 48, 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 44, a Jersey resident, and a director of the company since 1 October 1998, is a partner in the offshore legal and fiduciary services Ogier Group Partnership. He practices in the area of corporate and finance law and has been an advocate of the Royal Court of Jersey since 1985, as well as being an English barrister of twenty two years standing. He also holds a number of public company directorships. 5. The secretary of the company is Bedell Cristin Secretaries 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. 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 9 November 30 June 30 June 9 November 30 June 30 June 2004 2004 2003 2004 2004 2003 D G Williams (a) 2,011,879 2,011,879 1,585,000 - - 175,000 P J Richardson 279,977 279,977 25,000 - - 225,000 M S D Yates 279,977 279,977 25,000 - - 225,000 a) Including non-beneficial holdings of 1,176,879 shares at 30 June 2004 (750,000 at 30 June 2003). In the year the directors exercised share options as follows: Options exercised D G Williams 175,000 P J Richardson 225,000 M S D Yates 225,000 The exercise price was 33.5p per share. 8. At 9 November 2004 notification had been received of the following holdings of more than 3% of the issued capital of the company: Number % -------- --- D G Williams 2,011,879 13.40 Amodeo Investments Limited 1,125,000 7.49 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. 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 29 December 2003 it was resolved that the current directors be entitled to a bonus calculated at 5% of the gross profit realised from any potential sale of 71,375,000 shares in Sterling Energy plc, received following the disposal of the group's investments in Fusion Oil & Gas plc and Fusion Oil & Gas NL. 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 21 to 23. 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. 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. 14. 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 JE2 3RA Channel Islands 10 November 2004 CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 30 JUNE 2004 (Expressed in United Kingdom Sterling) 2004 2003 £ £ £ £ Turnover 137,092 101,445 Operating costs (10,576) (9,734) -------- -------- Operating profit before administrative expenses 126,516 91,711 Administrative expenses (277,235) (308,520) Profit on disposal of subsidiary undertaking 6,635,500 - Profit on disposal of 123,931 16,864 investments Interest and similar fees receivable 94,417 120,446 Bank loan interest and charges payable (150,428) (116,677) -------- -------- 6,703,420 20,633 -------- -------- Net profit/(loss) on ordinary activities before taxation 6,552,701 (196,176) Taxation (3,476) (16,940) -------- -------- Profit/(loss) for the 6,549,225 (213,116) year -------- -------- Basic and diluted earnings per share 45.62p (1.57)p -------- -------- All operating income and administrative expenses relate to continuing activities. There were no other gains or losses in the above two financial years other than the profit/(loss) as stated above. CONSOLIDATED BALANCE SHEET AT 30 JUNE 2004 (Expressed in United Kingdom Sterling) 2004 2003 £ £ £ £ FIXED ASSETS Tangible fixed assets 38,490 49,066 Investments 9,020,469 896,719 -------- -------- 9,058,959 945,785 CURRENT ASSETS Investments - 1,026,987 Debtors 762,839 622,296 Cash at bank 39,695 53,747 -------- -------- 802,534 1,703,030 CREDITORS: amounts falling due within one year (832,765) (690,241) -------- -------- NET CURRENT (LIABILITIES)/ASSETS (30,231) 1,012,789 -------- -------- TOTAL ASSETS LESS CURRENT LIABILITIES 9,028,728 1,958,574 -------- -------- SHARE CAPITAL AND RESERVES Equity share capital 1,501,336 1,370,153 Share premium account 974,248 584,502 Profit and loss 6,553,144 3,919 account -------- -------- EQUITY SHAREHOLDERS' 9,028,728 1,958,574 FUNDS -------- -------- These financial statements were approved by the Board of Directors on 10 November 2004. D G WILLIAMS Chairman CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2004 (Expressed in United Kingdom Sterling) 2004 2003 £ £ Net cash outflow from operating activities (136,989) (172,855) Returns on investments and servicing of finance 707 40,692 Taxation (19,832) (18,987) Capital expenditure and financial investment 208,306 (438,136) Disposals (66,244) - -------- -------- Cash outflow before financing (14,052) (589,286) Financing - 525,125 -------- -------- Decrease in cash in the year (14,052) (64,161) -------- -------- Reconciliation of cash flow to movement in net debt Decrease in cash in the year (14,052) (64,161) -------- -------- Change in net debt resulting from cashflows (14,052) (64,161) Non-cash movements on debt (57,019) (36,923) -------- -------- Movement in net debt in the year (71,071) (101,084) Net funds brought forward 16,824 117,908 -------- -------- Net (debt)/funds carried forward (54,247) 16,824 -------- -------- This information is provided by RNS The company news service from the London Stock Exchange
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