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
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