22 Sep 2009 07:00
ο»Ώ
Westmount Energy Limited
("Westmount" or the "Company")
Final Results and Notice of Annual General Meeting
The Company is pleased to announce its Final Results. A copy of the results will be made available on the Company's website and will be posted to shareholdersΒ by theΒ 25thΒ September 2009.
Notice is hereby given that the Annual General Meeting of Westmount Energy Limited will be held at Whiteley Chambers,Β Don Street, St. Helier,Β Jersey,Β JE4 9WGΒ Channel IslandsΒ on Wednesday, 28 October 2009 at 11.45 am
CHAIRMAN'S REVIEW
The pastΒ twelveΒ months have been a period of extreme volatility in the Financial Markets andΒ notablyΒ in theΒ oil industry in whichΒ ourΒ company's two remaining investments are based. The oil price has fluctuated from a high ofΒ US$147Β a barrel to a low ofΒ US$32Β per barrel and at the time of writing appears to have settled in theΒ US$70 a barrel range.
When I became Chairman some eighteen months agoΒ theΒ company had threeΒ investments quoted on theΒ Alternative Investment Market (AIM) of the London Stock ExchangeΒ and a furtherΒ investmentΒ inΒ unquotedΒ Eclipse Energy PlcΒ (Eclipse). During this period we sold our holding in CDSΒ Oil andΒ GasΒ PlcΒ for aΒ netΒ profit of Β£289,072Β and in November of 2008 we accepted an offerΒ fromΒ VattenfallΒ ABΒ (publ)Β of Β£18.01Β per shareΒ for ourΒ holdingΒ in Eclipse which produced a substantial profit of Β£3,659,440. As a result of these two transactions we were able to return to shareholders 65p per shareΒ by way of a return of capital. The payment in February this year together with the earlier payment of 50pΒ per shareΒ in 2006Β has allowed the company to repay the shareholders a total of 115p per share. When our late founding Chairman Derek Williams floated the company in 1995 the shares were placed at 15p per share.Β My fellow directors and IΒ only wish Derek was alive to see his plans fulfilled.Β
Notwithstanding the volatility in the markets I am very pleased to report that our two remaining investments in Desire Petroleum Plc and Sterling Energy Plc have performed well.
1. Desire Petroleum Plc (Desire)
OnΒ 10Β SeptemberΒ 2009Β Desire announced that they had exchanged letters of intent with Diamond Offshore Drilling (UK) Ltd for a rig to undertake a minimum four wellΒ drilling campaign in the North Falkland Basin. The rig is due to arrive inΒ FalklandΒ waters in February 2010. In addition Desire has options to drill a further four wells for itself or its partners. Exercising this option may require further fund raising in the future.
Desire'sΒ share price has responded to this news and is currently trading atΒ 90.75pΒ per shareΒ as compared to 31 December 2008 middle market price of 26.75pΒ per share.Β The company currently holds 4,100,000 shares in DesireΒ and the market liquidity in the shares has improved considerably.Β In August this year the FalklandΒ IslandΒ CouncilΒ granted the necessary environmental consents for the proposed drilling programme.Β
2. Sterling Energy Plc (Sterling)Β
This was the investment that gave your Board the greatest concern as the share price had weakened considerably asΒ SterlingΒ struggled to refinance itsΒ bank loans and there seemed to be no end to theΒ bid negotiations announced in theΒ thirdΒ quarter of 2007.Β It was with a great sense of relief that in August this year it was announced that negotiation has been successfully concluded for a fund raising ofΒ approximatelyΒ US$100m with a new shareholder,Β WaterfordΒ FinanceΒ and InvestmentΒ Ltd,Β subscribing forΒ US$46m of the fund raising representingΒ a 29.9% interest in Sterling.
It has been widely reported that theΒ new shareholder hasΒ been extremely successful in the oilΒ industryΒ havingΒ recently accepted an offerΒ forΒ their holding inΒ Emerald Energy PlcΒ which valued that company at over Β£500m. Their management is very highly regarded in theΒ CityΒ and are now strongly represented on the Board of Sterling.Β We were offered a participation in the remaining Institutional fund raising and yourΒ Board decided toΒ participate. Through the good office of Graeme Thompson,Β Sterling's CEO,Β we were allocated 42,446,789 newΒ shares at aΒ placingΒ price of 1.3p per share.Β At the time of the placing it was also announced that there would be a further opportunity for existing shareholders to subscribe for two new shares for every nine held at 1.3p perΒ share. The actions of your Board in respect of the first subscription shall result in the company being eligible to subscribe for approximately 16 million additional new shares.
The company currently holdsΒ 63,946,786Β shares in Sterling and following the second subscription shall hold in the region ofΒ 80Β millionΒ shares,Β which at their currentΒ shareΒ price ofΒ 3.80pΒ per share represents a value ofΒ aroundΒ Β£3m.Β It is worth noting thatΒ following the fund raising your company will not have a disclosableΒ interestΒ in SterlingΒ and with the dailyΒ turnoverΒ beingΒ substantial,Β and averaging 31Β millionΒ sharesΒ in the last month,Β it is an extremely liquid market.
We are obviously very delighted with our decision to increase our exposure inΒ SterlingΒ and I would suggest that any shareholder wishing to viewΒ Sterling'sΒ revised situation should logΒ onΒ toΒ Sterling's web site which is veryΒ explanatory.
Nominated Advisors
During this period we appointed Cenkos SecuritiesΒ PlcΒ as our NominatedΒ Advisors and would like to thank Ruegg & Co, our previous advisors, for their efforts over the past years.
Future Prospects
As stated in my previous review the interest of shareholders is of major importance to your Board. Our policy of harvesting our cash resources and only making strategicΒ investments when the opportunity arises has been rewarded. We will continue to consider any transaction that we deem to be in the best interests of the shareholders and at the same time we will always consider our policy of returning surplus funds arising on sales of our investments to shareholders.Β InΒ additionΒ your Board will continue to maintain its emphasis on controlling our costs.
We look forward to the future developments of our two remaining investments and in particular to the long awaited exploration of theΒ FalklandΒ BasinΒ in theΒ firstΒ Quarter of 2010.
Finally at the time of writing this review the net asset valueΒ (NAV)Β of the company fully diluted for share options isΒ 93pΒ per share.Β The NAV per share is calculated prior to the subscription for approximately 16 million additional new shares inΒ SterlingΒ at a price of 1.3p per share.
MERVYN BRADLOW
Chairman
21Β SeptemberΒ 2009
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 JUNEΒ 2009
(Expressed inΒ United KingdomΒ Sterling)
|
Note |
2009 |
2008 |
||||
|
Β£ |
Β£ |
Β£ |
Β£ |
|||
|
Administrative expenses |
(374,827) |
(346,267) |
||||
|
Operating (loss) |
(374,827) |
(346,267) |
||||
|
Profit on disposal of investments |
7 |
3,874,768Β |
507,325 |
|||
|
Impairment of investment |
7 |
(2,125,250) |
- |
|||
|
Interest receivable |
49,035Β |
45,352 |
||||
|
1,798,553Β |
552,677Β |
|||||
|
Net profit on ordinary activities |
||||||
|
before taxation |
3 |
1,423,726Β |
206,410Β |
|||
|
Taxation |
-Β |
-Β |
||||
|
Profit for the financial year |
1,423,726Β |
206,410Β |
||||
|
Basic earnings per share |
6 |
20.34p |
2.85p |
|||
|
Diluted earnings per share |
6 |
19.91p |
2.85p |
|||
There are no recognised gains or losses other than as disclosed above
There were no acquisitions or discontinued operations during the current or preceding year.
Β Β BALANCE SHEET
AT 30 JUNEΒ 2009
(Expressed inΒ United KingdomΒ Sterling)
|
Note |
2009 |
2008 |
||||||||||
|
Β£ |
Β£ |
Β£ |
Β£ |
|||||||||
|
FIXED ASSETS |
||||||||||||
|
Investments |
7 |
1,830,287 |
4,728,998 |
|||||||||
|
CURRENT ASSETS |
||||||||||||
|
Prepayments and accrued income |
10,540Β |
7,689Β |
||||||||||
|
Cash at bank |
873,656Β |
1,118,597Β |
||||||||||
|
884,196Β |
1,126,286Β |
|||||||||||
|
CREDITORS:Β amounts falling due |
||||||||||||
|
within one year |
8 |
(172,377) |
(131,730) |
|||||||||
|
NET CURRENT ASSETS |
711,819 |
994,556 |
||||||||||
| TOTAL ASSETS LESS CURRENT |
||||||||||||
|
LIABILITIES |
2,542,106 |
5,723,554 |
||||||||||
|
SHARE CAPITAL AND RESERVES |
||||||||||||
|
Share capital |
9 |
1,396,060 |
1,403,060 |
|||||||||
|
Share premium account |
10 |
261,682 |
416,317 |
|||||||||
|
Β Capital redemption reserve |
10 |
- |
251,410 |
|||||||||
|
Share option account |
10 |
244,363 |
269,416 |
|||||||||
|
Profit and loss account |
10 |
640,001 |
3,383,351 |
|||||||||
|
SHAREHOLDERS' FUNDS |
11 |
2,542,106 |
5,723,554 |
|||||||||
|
These financial statements were approvedΒ and authorised for issueΒ by the board of directors on 21 SeptemberΒ 2009Β and were signed on its behalf by: |
||||||||||||
|
P JΒ RICHARDSON |
||||||||||||
|
Director |
||||||||||||
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNEΒ 2009
(Expressed inΒ United KingdomΒ Sterling)
|
Note |
2009 |
2008 |
|||||||
|
Β£ |
Β£ |
||||||||
|
Net cashΒ (outflow)Β from operating |
|||||||||
|
activitiesΒ |
A |
(313,179) |
(315,740) |
||||||
|
Returns on investments and servicing |
|||||||||
|
of finance |
B |
49,035Β |
45,352Β |
||||||
|
Capital expenditure and financial investment |
C |
4,648,229Β |
1,196,468Β |
||||||
|
CashΒ inflowΒ beforeΒ financing |
4,384,085Β |
926,080Β |
|||||||
|
Financing |
D |
(4,629,026) |
(348,092) |
||||||
|
(Decrease)/increaseΒ in cash |
(244,941) |
577,988Β |
|||||||
|
Reconciliation of cash flow to movement |
|||||||||
|
in net funds/(debt) |
|||||||||
|
(Decrease)/increaseΒ in cash |
(244,941) |
577,988Β |
|||||||
|
Movement in net funds in the year |
(244,941) |
577,988Β |
|||||||
|
Net funds brought forward |
1,118,597Β |
540,609Β |
|||||||
|
Net funds carried forward |
E |
873,656Β |
1,118,597Β |
||||||
|
Represented by: |
|||||||||
|
Cash at bank |
873,656 |
1,118,597Β |
|||||||
|
Net funds carried forward |
873,656 |
1,118,597Β |
|||||||
|
A. |
RECONCILIATION OF NET OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIESΒ |
2009 Β£ |
2008 Β£ |
|||||||||
|
Administrative expenses |
(374,827) |
(346,267) |
||||||||||
|
Cost attributable to issue of share options |
23,852Β |
44,003Β |
||||||||||
|
(Increase)Β in prepayments and accrued income |
(2,851) |
(1,865) |
||||||||||
|
Increase/(decrease)Β in creditors and accrued expenses |
40,647Β |
(11,611) |
||||||||||
|
Net cash outflow from operating |
||||||||||||
|
activitiesΒ |
(313,179) |
(315,740) |
||||||||||
|
B. |
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE |
2009 Β£ |
2008 Β£ |
|||||||||
|
Interest received |
49,035Β |
45,352Β |
||||||||||
|
Net cash inflow from returns on investments and servicing of finance |
49,035Β |
45,352Β |
||||||||||
|
C. |
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT |
2009 Β£ |
2008 Β£ |
|||||||||
|
Purchase ofΒ fixed assetΒ investmentsΒ (noteΒ 7) |
(50,250) |
-Β |
||||||||||
|
SaleΒ of fixed asset investmentsΒ (note 7) |
4,698,479Β |
1,196,468Β |
||||||||||
|
Net cash inflow from capital expenditure and |
||||||||||||
|
financial investment |
4,648,229Β |
1,196,468Β |
||||||||||
|
D. |
FINANCING |
2009 |
2008 |
|||||||||
|
Β£ |
Β£ |
|||||||||||
|
Purchase of ordinaryΒ shares |
(31,668) |
(348,092) |
||||||||||
|
RedemptionΒ of B sharesΒ (noteΒ 9) |
(4,597,358) |
-Β |
||||||||||
|
Net cash outflow from financing |
(4,629,026) |
(348,092) |
||||||||||
|
E. |
ANALYSIS OF NET FUNDS |
30Β June |
1 July |
|||||||||
|
2009 |
Cash flow |
Non cash |
2008 |
|||||||||
|
Β£ |
Β£ |
Β£ |
Β£ |
|||||||||
|
Net funds |
||||||||||||
|
Cash at bank |
873,656Β |
(244,941) |
-Β |
1,118,597Β |
||||||||
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNEΒ 2009
|
1. ACCOUNTING POLICIES |
|||||||||
|
a) Accounting convention |
|||||||||
|
The financial statements have been prepared under the historical cost convention and in accordance with applicable accounting standards in theΒ United Kingdom. |
|||||||||
|
b) Foreign currency |
|||||||||
|
Transactions denominated in foreign currencies are translated to United Kingdom Sterling at the rate prevailing at the date of the transaction. |
|||||||||
|
Monetary assets and liabilities denominated in foreign currencies are translated into United Kingdom Sterling at the rate prevailing at the balance sheet date. |
|||||||||
|
ExchangeΒ gains and losses are taken to administrative expenses in the profit and loss account. |
|||||||||
|
c) Investments |
|||||||||
|
Fixed asset investments are stated at cost and are subject to review for impairment. Any impairment is recognised in the profit and loss account in the year in which it occurs. Profits or losses realised on the disposal of individual fixed asset investments are calculated on an average cost basis. |
|||||||||
|
d) Financial instruments |
|||||||||
|
Financial assets and liabilities are initially recognised on the historical cost basis, which approximate to fair value. The company recognises a financial asset or financial liability in the balance sheet when it becomes a party to the contractual provisions of the instrument. |
|||||||||
|
Income and expenses associated with financial instruments are taken to the profit and loss account on an accruals basis. |
|||||||||
|
Impairment of financial assets is recognised in the profit and loss account in the year in which it occurs. |
|||||||||
|
e) Share options |
|||||||||
|
Awards of share options are recorded underΒ Financial Reporting Standard 20: Share-basedΒ Payment. The cost of the share options are ascribed a fair valueΒ at grant dateΒ and accounted for as an administration cost of the company with an equal Share Option Reserve being created in Shareholders' Funds. The cost is recognised in the profit and loss account over the vesting period of the award. |
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|
f) Capital redemption |
|||||||||
|
The nominal amount and the premium paid upon any redemption of shares is charged to Profit and Loss Reserves.Β Companies (Amendment No.9) Jersey Law 2008 became effective in January 2008 allowing companies to repurchase their capital from any existing reserves without creating a capital redemption reserve account. The company has decided to use this amendment to the law and as such it has changed its accounting treatmentΒ regarding capital redemptions such that a capital redemption reserve will no longer be used. |
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|
2.Β TOTALΒ ASSETS LESS CURRENT LIABILITIES: |
|||||||||||||||||||||||||||||||||||||||
|
SEGMENTALΒ INFORMATION |
|||||||||||||||||||||||||||||||||||||||
|
By geographical area |
|||||||||||||||||||||||||||||||||||||||
|
2009 |
2008 |
||||||||||||||||||||||||||||||||||||||
|
Β£ |
Β£ |
||||||||||||||||||||||||||||||||||||||
|
Total assets less current liabilities |
|||||||||||||||||||||||||||||||||||||||
|
South AtlanticΒ |
570,287 |
658,998 |
|||||||||||||||||||||||||||||||||||||
|
NorthΒ American and African regions |
1,260,000 |
3,335,000 |
|||||||||||||||||||||||||||||||||||||
|
European regions |
- |
735,000 |
|||||||||||||||||||||||||||||||||||||
|
Segment net assets |
1,830,287 |
4,728,998 |
|||||||||||||||||||||||||||||||||||||
|
Unallocated net assets |
711,819 |
994,556 |
|||||||||||||||||||||||||||||||||||||
|
2,542,106 |
5,723,554 |
||||||||||||||||||||||||||||||||||||||
|
Segmental information is reported under Statement of Accounting Practice 25: Segmental reporting. Since there is only one class of business, reporting is provided by geographical area only. |
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|
3. NETΒ PROFITΒ ON ORDINARY ACTIVITIES BEFORE TAXATION |
2009 |
2008 |
|||||||||||||||||||||||||||||||||||||
|
|
Β£ |
Β£ |
|||||||||||||||||||||||||||||||||||||
|
NetΒ profitΒ on ordinary activities before taxation is stated after charging: |
|||||||||||||||||||||||||||||||||||||||
|
Directors' emoluments |
114,352 |
173,369 |
|||||||||||||||||||||||||||||||||||||
|
Compensation for loss of office |
- |
24,486 |
|||||||||||||||||||||||||||||||||||||
|
Auditors' remuneration |
17,454 |
16,000 |
|||||||||||||||||||||||||||||||||||||
|
4. REMUNERATION OF DIRECTORS AND RELATED PARTIES |
|||||||||||||||||||||||||||||||||||||||
|
|
2009 |
2008 |
|||||||||||||||||||||||||||||||||||||
|
Salary/ fees |
Salary/ Fees |
||||||||||||||||||||||||||||||||||||||
|
Β£ |
Β£ |
||||||||||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||||||||||
|
Executive directors |
55,000 |
137,821 |
|||||||||||||||||||||||||||||||||||||
|
Non-executive director |
59,351 |
35,548 |
|||||||||||||||||||||||||||||||||||||
|
114,352 |
173,369 |
||||||||||||||||||||||||||||||||||||||
|
Directors' remunerationΒ includesΒ the cost ofΒ anyΒ share options granted toΒ directors. In 2008, 250,000 share options were granted to directorsΒ at a weighted average fair value ofΒ 16.47p.Β There have been no share options granted to directors during the current year. |
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|
During the year, legal and professional fees totallingΒ Β£15,158Β (2008:Β Β£1,641)Β were paid to Ogier, a firm in which M S D Yates is a partner, in respect of services charged on an arms length basis as the company's legal advisors. Company secretary fees of Β£42,785Β (2008:Β Β£37,598) were paid to Bedell Secretaries Limited, a firm in which Mr Anderson is a senior manager. At the balance sheet date the company owed Β£1,250 to directors in respect of commissions on the sale ofΒ shares in Sterling EnergyΒ PlcΒ and Β£2,171Β to Ogier in respect of legal and professional fees. |
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|
The company does not employ any staff except for its board of directors. The company does not contribute to the pensions or any other long-term incentive schemes on behalf of its directors. |
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|
5. TAXATION |
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|
With effect from 1 January 2009 a new system of taxation was introduced inΒ JerseyΒ which is referred to as Zero Ten.Β Β Under Zero Ten rulesΒ the company is taxed at 0% based on the net profit for the year as adjusted for non-allowable expenses and capital allowances. Jersey resident shareholders are liable toΒ JerseyΒ income tax on distributions of trading companies paid out of profits of accounting periods ending after 1 January 2009. |
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|
The company is registered as an International Services Entity under the Goods and Services Tax (Jersey) Law 2007 and a fee of Β£100 has been paid. As no relationship exists between the tax and the level of the company's activities, the tax has been included in the administrative expenses. |
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|
6. EARNINGS PER SHARE |
|||||||||||||||||||||||||||||||||
|
The calculation of basic earnings perΒ ordinaryΒ share is based on theΒ profitΒ for the year after taxationΒ ofΒ Β£1,423,726Β (2008: Β£206,410). The weighted average number of shares in issue during the year wasΒ 6,983,273Β (2008: 7,246,858).Β Β As explained in noteΒ 9Β there are share options in issue over the company's ordinary shares. Since the exercise price ofΒ some of theseΒ options at 30 JuneΒ 2009Β wasΒ belowΒ theΒ averageΒ market priceΒ of the ordinary shares during the year, they are deemed to haveΒ aΒ dilution effect on earnings per share and diluted earnings per share are consequentlyΒ disclosed separately. |
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|
7. INVESTMENTS |
2009 |
2008 |
|||||||||||||||||||||||||||||||
|
Β£ |
Β£ |
||||||||||||||||||||||||||||||||
|
Fixed asset investments |
|||||||||||||||||||||||||||||||||
|
Desire Petroleum plc ("Desire") |
|||||||||||||||||||||||||||||||||
|
4,500,000 ordinary, fully paid |
|||||||||||||||||||||||||||||||||
|
shares at cost (2008: 5,200,000) (a) |
570,287 |
658,998 |
|||||||||||||||||||||||||||||||
|
Eclipse Energy UK plc ("Eclipse") |
|||||||||||||||||||||||||||||||||
|
NilΒ ordinary, fully paid |
|||||||||||||||||||||||||||||||||
|
shares at cost (2008: 244,000) (b) |
- |
735,000 |
|||||||||||||||||||||||||||||||
|
Sterling Energy plc ("Sterling") |
|||||||||||||||||||||||||||||||||
|
31,500,000 ordinary, fullyΒ paid |
|||||||||||||||||||||||||||||||||
|
shares at cost (2008:Β 29,000,000) (c) |
3,385,250 |
3,335,000 |
|||||||||||||||||||||||||||||||
|
Less: Impairment |
(2,125,250) |
- |
|||||||||||||||||||||||||||||||
|
Net carrying valueΒ ofΒ SterlingΒ shares |
1,260,000 |
3.335,000 |
|||||||||||||||||||||||||||||||
|
1,830,287 |
4,728,998 |
||||||||||||||||||||||||||||||||
|
(a)Β On 30 June 2009 the market value of the company's holding of 4,500,000 ordinary fully paid shares in Desire, representing 1.96% of the issued share capital of the company, was Β£2,025,000 (45.00p per share, 2008: 91.75p per share). During the year, the company disposed of 700,000 ordinary shares in Desire, realising a profit of Β£215,328 (after expenses). |
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|
(b)Β On 19 November 2008 the company disposed of all of its holding of 244,000 ordinary shares in Eclipse Energy UK plc, realising a profit of Β£3,659,440 (after expenses). |
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|
(c)Β On 30 June 2009 the market value of the company's holding of 31,500,000 ordinary fully paid shares representing 1.35% of the issued share capital ofΒ SterlingΒ was Β£699,300Β (2.22p per share, 2008 11.25p per share). On 1Β October 2008 the company purchased 2,500,000 ordinary shares inΒ SterlingΒ at a cost of 2p per share. |
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|
In the opinion of the directors, the company's investment inΒ SterlingΒ suffered a permanent diminution in value to an amount of less than cost. The carrying valueΒ of this investment has been written down to the directors' estimated recoverable value of 4p per shareΒ (2008: 11p per share), at a cost of impairment of Β£2,125,250. |
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|
8. CREDITORS:Β amounts |
2009 |
2008 |
|||||||||||||||||||||
|
falling due within one year |
Β£ |
Β£ |
|||||||||||||||||||||
|
Amounts due to shareholders |
127,292 |
93,892 |
|||||||||||||||||||||
|
Accrued expenses |
45,085 |
37,838 |
|||||||||||||||||||||
|
172,377 |
131,730 |
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|
9. SHARE CAPITAL |
2009 |
2008 |
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|
Β£ |
Β£ |
||||||||||||||||||||||
|
Authorised: |
|||||||||||||||||||||||
|
10,000,000 ordinary shares of 20p each |
2,000,000 |
2,000,000 |
|||||||||||||||||||||
|
15,100,000 redeemable "B" shares of 1p each |
151,000 |
151,000 |
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|
|
|||||||||||||||||||||||
|
Allotted, called up and fully-paid: |
2009 No. |
2008 No. |
2009 Β£ |
2008 Β£ |
|||||||||||||||||||
|
In issue: |
|||||||||||||||||||||||
|
Ordinary shares |
6,980,300 |
7,015,300 |
1,396,060 |
1,403,060 |
|||||||||||||||||||
|
"B" shares |
- |
- |
- |
- |
|||||||||||||||||||
|
No. |
Β£ |
||||||||||||||||||||||
|
Ordinary shares |
Ordinary shares |
||||||||||||||||||||||
|
Movement |
|||||||||||||||||||||||
|
Balance at 1 July 2008 |
7,015,300Β |
1,403,060Β |
|||||||||||||||||||||
|
Purchase of own shares |
(35,000) |
(7,000) |
|||||||||||||||||||||
|
Balance at 30 June 2009 |
6,980,300Β |
1,396,060Β |
|||||||||||||||||||||
|
"B" shares |
"B" shares |
||||||||||||||||||||||
|
|
|||||||||||||||||||||||
|
Issued, fully paid on 30 January 2009 |
6,980,300Β |
69,803Β |
|||||||||||||||||||||
|
Redeemed and cancelled on 6 February 2009 |
(6,980,300) |
(69,803) |
|||||||||||||||||||||
|
Balance at 30 June 2009 |
-Β |
-Β |
|||||||||||||||||||||
|
On 30 January 2009, following the sale of the company's shares in Eclipse Energy plc, the company issued 6,980,300 fully paid redeemable "B" shares of 1p each ranking parri passu with existing shareholdings to enable the return of capital to shareholders of the company equivalent to 65p per ordinary share (Β£4,597,358 in aggregate). These "B" shares were redeemed on 6 February 2009. |
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|
As at 30 June 2009, options were outstanding over 640,000 (2008: 850,000) ordinary 20p shares, with a weighted average exercise price of 32.87p (2008: 102.8p). The options are exercisable at the election of the option holder, over various periods expiring 31 December 2012. During the year, 150,000 options lapsed (2008: Nil) held by former director A Levison on 12 September 2008. Of the 150,000 options held by former nominated advisor Ruegg & Co Limited, 60,000 options are deemed to have lapsed as at 30 June 2009 for accounting and valuation purposes as these could only be exercised upon a change of control of the company prior to 20 September 2009.Β The remaining 90,000 options were not exercised and therefore lapsed on 20 September 2009. As at 30 June 2009 480,000 (2008: 510,000) of the options were exercisable at a weighted average exercise price (adjusted to reflect the return of capital to shareholders) of 38.5p (2008: 103.5p) and 100,000 of the options were exercisable at a weighted average exercise price (adjusted) of 26p (2008: 91p). The weighted average vesting date of the 60,000 options issued, currently not vested, is 22 June 2010.Β The share options are ascribed a total expense for the year ended 30 June 2009 of Β£23,852 (2008: Β£44,003). |
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|
The options were repriced by a deduction of 65pence from the original grant price to take into account the return of capital made to shareholders by the issue and redemption of B shares made during the financial year. The deduction of 65 pence accorded with the advice received by the Board from Ruegg & Co Limited.Β No share options were granted during the year (2008: 250,000).Β The fair values of previously granted options were calculated using the Black Scholes valuation model. At each date of grant the volatility of the company was estimated as the standard deviations of daily historical continuously compounded returns over a period commensurate with the expected life of the option, back from the date of grant, and annualised by the factor of square root 252, assuming 252 trading days per year. The risk-free rate is the yield to maturity on the date of grant of a UK Gilt Strip, with term to maturity equal to the life of the option. The expected life of the options is estimated as the mid-point between the date of grant and the date of expiry of the option. |
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|
10. SHARE PREMIUM ACCOUNT ANDΒ RESERVES |
Share Premium Account |
CapitalΒ RedemptionReserve |
Share Option Account |
Profit & Loss Account |
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|
Β£ |
Β£ |
Β£ |
|||||||||||||||||||||
|
|
|||||||||||||||||||||||
|
1 July 2008Β |
416,317, |
251,410Β |
269,416Β |
3,383,351Β |
|||||||||||||||||||
|
Issue of B shares |
(69,803) |
-Β |
-Β |
||||||||||||||||||||
|
Redemption of B shares |
-Β |
-Β |
-Β |
(4,467,391) |
|||||||||||||||||||
|
Redemption costs |
(60,164) |
-Β |
-Β |
||||||||||||||||||||
|
Cost of share options |
-Β |
-Β |
23,852Β |
-Β |
|||||||||||||||||||
|
Lapse of share options |
-Β |
-Β |
(48,905) |
48,905Β |
|||||||||||||||||||
|
Purchase of own sharesΒ |
(24,668) |
-Β |
-Β |
||||||||||||||||||||
|
Transfer to profit and loss |
(251,410) |
251,410 |
|||||||||||||||||||||
|
Profit for the year |
-Β |
-Β |
-Β |
1,423,726Β |
|||||||||||||||||||
|
Balance at 30 June 2009 |
261,682Β |
-Β |
244,363Β |
640,001Β |
|||||||||||||||||||
|
11. RECONCILIATION OF MOVEMENTS INΒ SHAREHOLDERS' FUNDS |
2009 £ |
2008 £ |
|||||||||||
|
ProfitΒ for the year |
1,423,726Β |
206,410Β |
|||||||||||
|
Cost of share options |
23,852Β |
44,003Β |
|||||||||||
|
Purchase of own shares |
(31,668) |
(348,092) |
|||||||||||
|
Return of share capital |
(4,597,358) |
-Β |
|||||||||||
|
Opening shareholders' funds |
5,723,554Β |
5,821,233Β |
|||||||||||
|
Closing shareholders' funds |
2,542,106Β |
5,723,554Β |
|||||||||||
|
12. CONTROLLING PARTY |
|||||||||||||
|
In the opinion of the directors the company does not have a controlling party. |
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|
13. POST BALANCE SHEET EVENTS |
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|
Desire Subsequent to the year end the company has disposed of an additional 400,000 ordinary shares in Desire realising proceeds of Β£230,626 and a profit of Β£179,934 (after expenses).Β At the current market value ofΒ 90.75pΒ per share the carrying value of this investment isΒ Β£3,720,750.Β Sterling Subsequent to the year end, and as announced by the company on 17 August 2009, a further 42,446,786 new ordinary shares inΒ SterlingΒ were subscribed for as part of the Placing at a placing price of 1.3p per share.Β In addition the company has disposed ofΒ 10,000,000Β ordinary shares realising proceeds of Β£385,699Β (after expenses).Β At the current market value ofΒ 3.80pΒ per share the carrying value of this investment isΒ Β£2,429,978.Β |
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