Final Results
Westmount Energy Limited
17 October 2005
14 October 2005
CONTACTS:
Westmount Energy Limited Tel: 01534 814209
Derek G. Williams,
Chairman
Oriel Securities Limited Tel: 020 7710 7600
Andrew Edwards
Scott Richardson Brown
Merlin Tel: 020 7653 6620
Paul Downes
Tom Randell
WESTMOUNT ENERGY LIMITED
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 JUNE 2005
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 2005.
Highlights are as follows:
• Turnover of £137,925 (2004: £137,092).
• Profit after tax of £461,362 (2004: £6,549,225).
• Basic and diluted earnings per share of 3.07p (2004: 45.62p).
• The net profit for the year ended 30 June 2005 is after crediting
profits of £639,751 realised on the disposal of investments (2004:
£123,931). The net profit for the year ended 30 June 2004 also reflects the
surplus arising on the sale of the Company's wholly owned subsidiary,
Westmount Resources Limited, amounting to £6,635,500.
• The indicated market value on 30 June 2005 of the Company's two AIM
quoted investments, Sterling Energy plc ('Sterling') and Desire Petroleum
plc together with the indicated value of the Company's unquoted investment,
Eclipse Energy Company Limited ('Eclipse') based upon the subscription price
of a recent share placing of Eclipse, totalled £16,993,750, compared with a
carrying book value of £9,482,017, indicating an unrealised gross surplus of
£7,511,733 at 30 June 2005. Profits are only brought to account when an
investment is sold.
• Since the Company was introduced to the AIM market in 1995 the directors
have concentrated their efforts in securing capital growth for shareholders
and as a consequence have not been in a position to recommend the payment of
dividends. It has remained the directors' intention, however, to return
capital to shareholders as and when any substantial profits are realised
upon the sale of major assets for cash.
Following the realisation of its North Sea interests, announced on 18 August
2005 and the Sterling share sale, announced on 30 September 2005, the Company
now has approximately £9,000,000 of available funds in cash. The Board is
examining ways to return funds to shareholders, whilst retaining the flexibility
to make further investments. Further details of such arrangements will be
announced in due course.
Commenting on the Company's outlook, Mr Derek Williams, Chairman, stated:
'The Board of Westmount looks forward to the further development of the growth
in value of the Company's investments over the coming months for the benefit of
shareholders.'
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 1,500 shareholders. There are no
outstanding share options.
Copies of this Press Release will be available from the offices of Oriel
Securities Limited, 125 Wood Street, London EC2V 7AN for a period of one month
from today's date.
Registered in Jersey, Channel Islands. No. 53623
CHAIRMAN'S REVIEW
The results for the year ended 30 June 2005 show profits before taxation of
£485,867 (£461,362 after taxation) compared with profits before taxation of
£6,552,701 (£6,549,225 after taxation) for the year ended 30 June 2004. Turnover
for the year ended 30 June 2005, arising from the group's overriding royalty
interest in the North Sea Buchan Oilfield, totalled £137,925 as compared with
£137,092 for the previous year.
For the year ended 30 June 2005 profits of £639,751 were included from the
disposal of investments during the year, compared with profits of £123,931 for
the previous year. The profits for the year ended 30 June 2004 also included the
profit arising from the disposal of the company's subsidiary undertaking,
Westmount Resources Limited, including its indirect interests in West African
assets to AIM quoted Sterling Energy plc ('Sterling') in exchange for 71,375,000
fully paid ordinary shares of Sterling, which the company agreed to hold at
least until 25 September 2004.
The indicated market value of the group's two AIM quoted investments, Sterling
and Desire Petroleum plc ('Desire'), together with the value of the group's
unquoted investment Eclipse Energy Company Limited ('Eclipse'), on the basis of
the subscription price per share for the recent share issue of Eclipse, as
referred to further below, totalled £16,993,750 at 30 June 2005, compared with a
total carrying book value of £9,482,017 for these three investments at that
date, indicating an unrealised gross surplus of £7,511,733. Profits are only
brought to account when an investment is sold.
There have been two significant events since the end of the financial year under
review:
Firstly, as announced on 18 August 2005, the company's wholly owned subsidiary,
Westmount Petroleum UK Limited has concluded an agreement with the payers of the
overriding royalty of 0.5% relating to its interest in Licence P241 North Sea
which includes the Buchan Oilfield. Future payment of royalty beyond the end of
the first quarter of 2005 based on oil won and saved from the Licence area for
the overriding royalty was terminated by the payers making an immediate payment
in full settlement of any future royalty payable. After taking into account the
costs incurred in completing the transaction and allowing for United Kingdom
corporation tax payable in due course, the net return to the group to be taken
to profits in the financial year ending 30 June 2006 amounts to approximately
£1.2 million.
Secondly, on 30 September 2005 the company announced it had realised £8 million,
before expenses from the sale of 40,000,000 ordinary shares of Sterling which
resulted in a net surplus of approximately £3.2 million, after taking into
account the cost of the shares in September 2003 and the expenses associated
with the sale. It is the company's intention to hold the remaining 30,000,000
ordinary shares of Sterling, representing 2.15% of Sterling's issued share
capital, for the foreseeable future.
The company has been pleased with the progress of Sterling and has every
confidence in its prospects and management. However, our total holding of
70,000,000 ordinary shares became too dominant in our portfolio, being almost
equivalent to our entire market capitalisation.
Our policy has always been to invest at an early stage in a companys'
development and realise part of our financial investment when appropriate, as we
have in the past.
Since the company was introduced to the AIM market in 1995 the directors have
concentrated their efforts in securing capital growth for shareholders and as a
consequence have not been in a position to recommend the payment of dividends.
Following the realisation of its North Sea interests and the Sterling share sale
the company now has approximately £9 million of available funds in cash. The
Board is examining ways to return funds to shareholders, whilst retaining the
flexibility to make further investments. Further details of such arrangements
will be announced in due course.
With regard to future investment policy, the company will continue to invest
selectively, mainly in the energy sector, in companies principally at an early
stage of their development, which the directors consider hold the possibility
for considerable capital growth on the funds invested. This is where seed
capital can be provided for building up and enhancing assets prior to those
companies raising public funds for bringing forward and financing further
development by the introduction to the market of their shares on a recognised
stock exchange.
Set out below is further information on the company's investments:
Desire Petroleum plc
Since June 1996, the company has invested a total of £909,915 in the issued
share capital of Desire for which it has acquired a total of 7,820,830 ordinary
shares. Desire's shares were admitted to AIM on 17 April 1998 and from June 1998
the company has realised £996,442 from the sale of 2,329,830 ordinary shares.
This has resulted in the return of all the funds invested along with a surplus
cash flow of £86,527. The company has generated profits from the proceeds of
shares sold of £328,781, £50,211, £176,047, £24,365 and £204,140 respectively,
in the five financial years ended 30 June 1998, 1999, 2000, 2002 and 2005,
totalling £783,544. The company retains 5,500,000 ordinary shares representing
2.51% of the issued share capital of Desire at 30 June 2005, with a carrying
book value of £697,017 equivalent to approximately 12.67p for each Desire share
held. The middle market closing price on 30 June 2005 of a Desire share was
40.25p. This shareholding provides the company with a significant indirect
investment in the 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 holds a 100% interest in licences over tranches C, D, F, I and L in the
North Falkland Basin. Rockhopper Exploration will earn up to a 15% interest in
tranches C and D by funding 30% of a three well drilling programme.
In 2004 Desire acquired 804 square kilometres of 3D seismic data on tranches C
and D. Five major prospects have been identified in addition to two major
prospects mapped on the earlier 2D seismic data. Environmentally, the water is
not deep, 300-400 metres, and the weather is similar to the central North Sea.
Heavy-duty deep-water rigs are not required to drill in the area. In addition,
most of the targets are at reasonable depths, shallower than 3,000 metres.
Desire raised £24.4 million by way of an open offer and share placing at 45p per
share in March 2005 to support a three well drilling programme on tranches C and
D. The current worldwide rig market is very tight as a response to current high
oil prices and Desire have not as yet been able to contract a suitable rig for
the three well programme. However, it is understood, essential work for the
programme is progressing well in preparation for drilling in 2006.
Eclipse Energy Company Limited
By subscribing for 20% of the seed capital raised by Eclipse founded in February
1999, the company acquired 130,000 ordinary shares at a subscription price of £1
each in April 2000. The company also provided a secured loan facility. The
company has subscribed for a further 100,000 ordinary shares at a subscription
price of £5 each in satisfaction of the discharge of £500,000 of the outstanding
loan, with effect from 31 December 2004. In addition the company subscribed for
14,000 ordinary shares on 1 April 2005 at a subscription price of £7.50 per
share in satisfaction of the remainder of the loan outstanding. As a result the
company now holds 244,000 ordinary shares of Eclipse, representing 13.96% of the
issued share capital of Eclipse at a carrying book value of £735,000, being an
average cost of approximately £3 per share.
On 20 July 2005 Eclipse confirmed that it had completed a placing of new shares
at a price of £7.50 each to raise £4,950,000, before expenses. On 31 August 2005
the shareholders of Eclipse approved a restructuring of the Eclipse group by the
formation of a new public limited company, to be the holding company on a share
for share basis. This to facilitate the ultimate intention of the board of
Eclipse to apply for the shares of Eclipse to be admitted to the AIM market of
the London Stock Exchange.
Eclipse has developed an innovative concept for the hybrid production of
electricity from offshore natural gas and wind resources. The first development
of Eclipse is the Ormonde project located 10 kilometres offshore
Barrow-in-Furness, Cumbria, in the East Irish Sea. Eclipse operates the
undeveloped Ormonde North and South gas fields located in blocks 113/28a and 113
/29a held under licences P1032 and P1033.
Eclipse announced on 13 July 2005 that it had submitted its Environmental
Statement to Government for the Ormonde project. This has completed the
application process, including a field development programme and the production
operator application, necessary to construct the world's first offshore gas/wind
hybrid energy generation development. It is anticipated the process will be
completed in six to nine months. When constructed Ormonde is expected to have
the ability to provide up to 200 megawatts of electricity from both gas turbines
fuelled by two previously undeveloped natural gas fields and an integral
offshore wind farm of up to thirty turbines. First energy is expected in 2007.
Sterling Energy plc
Since March 2002, the company has acquired 77,875,000 ordinary shares of
Sterling at a total cost of £8,500,625. Of these shares, 6,500,000 were acquired
as a result of the sale of the company's wholly owned United States subsidiary,
Westmount Resources, Inc. to Sterling in March 2002 for a total consideration of
£495,000 of which £202,500 was paid in cash and the balance of £292,500 was
satisfied by the issue of 6,500,000 new fully paid ordinary shares of Sterling
at 4.5p per share. As a result of the sale of the company's wholly owned
subsidiary, Westmount Resources Limited in September 2003 to Sterling for the
total consideration of £8,208,125 satisfied by the issue of 71,375,000 new fully
paid ordinary shares of Sterling at 11.5p per share, this holding was increased
to 77,875,000 ordinary shares.
The company up to 30 June 2005 realised £1,027,031 from the sale of 7,875,000
ordinary shares. This has generated profits of £576,406 in the three financial
years ended 30 June 2003, 2004 and 2005 of £16,864, £123,931 and £435,611
respectively.
Following the sale of 40,000,000 ordinary shares since the end of the financial
year, as referred to above, the company's holding in Sterling is now 30,000,000
ordinary shares, representing 2.15% of the issued ordinary share capital of
Sterling, with a carrying book value of £3,450,000 equivalent to 11.5p per share
for each Sterling share held. This shareholding provides the company with a
continuing significant indirect investment in Sterling's areas of operation,
including production in the Gulf of Mexico and exploration and development
offshore West Africa.
Sterling has achieved significant growth over the last two years, evidenced by
its recent market capitalisation in excess of £275 million. Its results for 2004
show revenues doubled to £11.5 million and pre-tax profit increased 130% to £4.2
million. One of the highlights of the year was the successful acquisition of an
approximate 8% economic interest in the Chinguetti field offshore Mauritania
which lays the foundation for a leap in production and cash flow in 2006. The
first half unaudited results for 2005 show revenues of £6.7 million and pre-tax
profit of £3.3 million.
Over the next year Sterling has an active exploration programme underway of up
to ten wells in West Africa and the Gulf of Mexico, largely funded by third
parties. Sterling will also benefit from the commencement of repayment of the
US$130 million letter of credit provided to fund the Mauritanian government's
exercising its back-in-rights over 12% of the Chinguetti field, after the field
comes on stream. First oil from the Chinguetti field is presently targeted in
February 2006 and it is anticipated that peak production of 75,000 barrels of
oil per day should be reached soon thereafter.
Outlook
Your company looks forward to the further development of the growth in value of
its investments over the coming months for the benefit of shareholders.
Derek G. Williams
Chairman
14 October 2005
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 2005.
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 74, 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 49, 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 45, 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 three years standing.
He also holds a number of public company directorships.
5. The secretary of the company throughout the year was Bedell Secretaries
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 of
the company.
Ordinary shares of 10p each
14 October 30 June 30 June
2005 2005 2004
D G Williams (a) 2,011,879 2,011,879 2,011,879
P J Richardson 279,977 279,977 279,977
M S D Yates 279,977 279,977 279,977
a) Including non-beneficial holdings of 1,176,879 shares at 30 June 2005 (1,176,879 at 30 June 2004).
8. At 14 October 2005 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 1,105,000 7.36
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.
In 2003 it was resolved that the directors at that time 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 asset investments are shown in notes 7 and 8 to the
financial statements on pages 21 and 22.
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.
On 16 August 2005, the company's wholly owned subsidiary, Westmount Petroleum UK
Limited, concluded an agreement with the payers of the overriding royalty of 0.5%
relating to its interest in Licence P241 North Sea which includes the Buchan
Field. Further details of this transaction can be found in the chairman's review
and in note 15 of the financial statements on page 25.
On 30 September 2005, the company announced that it had realised £8 million,
before expenses, from the sale of 40,000,000 ordinary shares of Sterling Energy
plc. Further details can be found in the chairman's review and in note 15 of the
financial statements on page 25.
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 Secretaries Limited
P R ANDERSON
Secretary
26 New Street
St Helier
Jersey
JE2 3RA
Channel Islands
14 October 2005
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNE 2005
(Expressed in United Kingdom Sterling)
2005 2004
£ £ £ £
Turnover
Continuing operations - -
Discontinued operations 137,925 137,092
-------- --------
137,925 137,092
Operating costs (5,927) (10,576)
-------- --------
Operating profit before
administrative
expenses
Continuing operations - -
Discontinued operations 131,998 126,516
-------- --------
131,998 126,516
Administrative expenses (280,841) (277,235)
Profit on disposal of
subsidiary
undertaking - 6,635,500
Profit on disposal of 639,751 123,931
investments
Interest and similar fees
receivable 27,584 94,417
Bank loan interest and
charges
payable (32,625) (150,428)
-------- --------
634,710 6,703,420
-------- --------
Net profit on ordinary
activities
before taxation 485,867 6,552,701
Taxation (24,505) (3,476)
-------- ----------
Profit for the year 461,362 6,549,225
-------- ----------
Basic and diluted
earnings per
share 3.07p 45.62p
-------- ----------
There were no other gains or losses in the above two financial years other than
the profit as stated above.
CONSOLIDATED BALANCE SHEET AT 30 JUNE 2005
(Expressed in United Kingdom Sterling)
2005 2004
£ £ £ £
FIXED ASSETS
Tangible fixed assets 32,563 38,490
Investments 9,482,017 9,020,469
-------- --------
9,514,580 9,058,959
CURRENT ASSETS
Debtors 11,779 762,839
Cash at bank 34,791 39,695
-------- --------
46,570 802,534
CREDITORS: amounts
falling due
within one year (71,060) (832,765)
-------- --------
NET CURRENT (24,490) (30,231)
LIABILITIES -------- --------
TOTAL ASSETS LESS
CURRENT
LIABILITIES 9,490,090 9,028,728
-------- --------
SHARE CAPITAL AND
RESERVES
Equity share capital 1,501,336 1,501,336
Share premium account 974,248 974,248
Profit and loss 7,014,506 6,553,144
account -------- --------
EQUITY SHAREHOLDERS' 9,490,090 9,028,728
FUNDS -------- --------
These financial statements were approved by the board of directors on 14 October
2005
D G WILLIAMS
Chairman
CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2005
(Expressed in United Kingdom Sterling)
2005 2004
£ £
Net cash outflow from operating
activities (64,519) (136,989)
Returns on investments and servicing
of finance 63,813 707
Taxation (19,605) (19,832)
Capital expenditure and financial investment 779,581 208,306
Disposals - (66,244)
-------- --------
Cash outflow before financing 759,270 (14,052)
Financing (764,174) -
-------- --------
Decrease in cash in the year (4,904) (14,052)
-------- --------
Reconciliation of cash flow to movement
in net funds/(debt)
Decrease in cash in the year (4,904) (14,052)
Cash outflow from decrease in debt 764,174 -
Cash inflow from decrease in current asset (94,332) -
-------- --------
Change in net funds/(debt) resulting from cashflows 664,938 (14,052)
Non-cash movements on debt (575,900) (57,019)
-------- --------
Movement in net funds/(debt) in the year 89,038 (71,071)
Net (debt)/funds brought forward (54,247) 16,824
-------- --------
Net funds/(debt) carried forward 34,791 (54,247)
-------- --------
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