RNS Number:6724S
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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