TIDMWBN
RNS Number : 4466N
Woburn Energy PLC
28 September 2012
FOR IMMEDIATE RELEASE 28 September 2012
Woburn Energy Plc
INTERIM RESULTS FOR THE SIX MONTHS ENDED 30 JUNE 2012
Woburn Energy Plc ("Woburn" or "the Company"; stock code: WBN)
announces its unaudited interim results for the six months ended 30
June 2012.
CHAIRMAN'S STATEMENT
The six months ended 30 June, 2012 (the "Period") was one of
significant progress for the Company as we were finally able to
agree the sale of the Company's 50 per cent. working interest in
the Las Quinchas Association Contract in Colombia. The disposal was
approved by shareholders at the end of June.
As previously reported last year, Woburn had been seeking a
buyer for some considerable time for its Colombian beneficial
interests, which were owned by its 51 per cent. owned subsidiary,
LQRC, which has a 50 per cent. non-operated beneficial interest in
Las Quinchas Association Contract in Colombia. We believe that the
Disposal provided an attractive opportunity for the Company to
realise its entire investment in its remaining Colombian oil and
gas beneficial interests for cash and settle outstanding
liabilities. The cash proceeds of the Disposal will enable LQRC and
Woburn to settle all outstanding liabilities owed both to the Las
Quinchas Association Contract operator, Pacific Rubiales, and the
LQRC minority shareholder, PetroMagdalena.
Under the terms of the Assignment Agreement, the consideration
is to be paid to LQRC in nine instalments and last month we were
pleased to announce that LQRC had agreed the relevant payment dates
for each instalment are to be made as follows:
Payments due to LQRC
Column A: Column B:
Instalment Instalment payment date Gross proceeds Net proceeds
US$ US$
------------ ----------------------------------- ------------------- ------------------------
First Paid 1,777,778 2,150,000
Second On or before 28 December 2012 2,666,667 255,147
Third On or before 2 April 2013 2,666,667 6,899,600
Fourth On or before 2 July 2013 2,666,667 773,210
Fifth On or before 2 October 2013 2,666,667 -
Within 3 months of payment of the
Sixth Fifth Instalment 888,889 -
Within 6 months of payment of the
Seventh Fifth Instalment 888,889 -
Within 9 months of payment of the
Eighth Fifth Instalment 888,889 -
Within 12 months of payment of
Ninth the Fifth Instalment 888,889 -
16,000,000 10,077,957
Column "A" above sets out the gross proceeds due to LQRC
directly from the Purchaser pursuant to the Assignment Agreement.
Column "B" above sets out the net proceeds which the Board expects
LQRC to receive, after adjustment for advances received from and
thereafter repayable to, PSE, together with settlement of all
billings and interest payments owed to PSE. The total net proceeds
to LQRC therefore amount, as previously announced, in aggregate to
US $10.1 million, of which Woburn's net share in respect of its 51
per cent. interest in LQRC amounts to US $5.14 million and which
will be substantially received on or before 2 April 2013.
The Company now has no assets other than the proceeds of the
disposal and is now an investing company under the AIM Rules.
Following the settlement of all outstanding management fees and
other administrative costs owed by Woburn to PetroMagdalena,
Woburn's expenses and costs of the Disposal and repayment in full
of the existing Cetus Loan, Woburn's share of the net proceeds of
the Disposal are estimated to amount to approximately US $3.4
million which will provide the Company with significant cash
resources to pursue new investment opportunities in accordance with
its investing policy and to provide working capital for the
day-to-day business of the Company. The Company intends to make
investments in the oil and gas sector and the Directors intend
initially to focus on Europe, the Middle East, Africa and Asia
where they believe that a number of opportunities exist to acquire
interests in suitable projects, although other regions may be
considered. Investments may be made in exploration, development or
producing assets.
With the timing of the disposal payments now agreed, the
substantial proportion of the net disposal proceeds will be
received by the Company by the beginning of April next year and the
Company is now finally in a position to consider new
opportunities.
Arif Kemal
Chairman
28 September, 2012
For further information, please contact:
Woburn Energy Plc Tel: +44 (0) 20 7380
4600
Kamran Ahmed www.woburnenergy.com
Beaumont Cornish Limited (Nominated Tel: +44 (0)20 7628 3396
Adviser)
Michael Cornish
A copy of this announcement is available from the Company's
website, www.woburnenergy.com
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2012
Half-year ended Half-year ended
Notes 30 June 2012 30 June 2011
(Unaudited) (Unaudited)
$ $
Continuing operations:
Revenue - -
Operating expenses - -
____________ ____________
Gross loss - -
Administrative expenses (501,570) (866,668)
____________ ____________
Group operating loss (501,570) (866,668)
Bank interest receivable - 17
____________ ____________
Loss before taxation (501,570) (866,651)
Taxation 4 - -
____________ ____________
Loss for the period from continuing
operations (501,570) (866,651)
Discontinued operations:
Profit/(loss) for the period
from discontinued operations 5 6,843,003 (375,817)
____________ ____________
Profit/(loss) for the period 6,341,433 (1,242,468)
Other comprehensive income - -
____________ ____________
TOTAL COMPREHENSIVE PROFIT/(LOSS)
FOR THE PERIOD 6,341,433 (1,242,468)
____________ ____________
Total comprehensive income
attributable to:
Equity owners of the Parent
Company 2,988,362 (1,041,799)
Minority interest 3,353,071 (200,669)
____________ ____________
6,341,433 (1,242,468)
____________ ____________
Loss per share (cents): Continuing
operations 3
Basic (0.22) (0.37)
Diluted (0.22) (0.37)
___________ ___________
Earnings/(loss) per share
(cents): Discontinued and
continuing operations
Basic 1.51 (0.45)
Diluted 1.51 (0.45)
___________ ___________
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2012
Notes 30 June 2012 31 December 2011
(Unaudited) (Audited)
$ $
ASSETS
Non-current assets - -
____________ ____________
Current assets
Receivables on sale of Colombian
assets 2 13,120,000 8,121,575
Other receivables 2 2,851,351 1,136,019
Cash and cash equivalents 298,942 824,993
____________ ____________
16,270,293 10,082,587
____________ ____________
Total Assets 16,270,293 10,082,587
____________ ____________
LIABILITIES
Current liabilities
Trade and other payables 2 (8,265,164) (8,436,727)
___________ ____________
(8,265,164) (8,436,727)
____________ ____________
Non-current liabilities
Provision for decommissioning (222,000) (204,164)
____________ ____________
Total Liabilities (8,487,164) (8,640,891)
____________ ____________
Net Assets 7,783,129 1,441,696
____________ ____________
EQUITY
Capital and reserves
Share capital 13,596,651 13,596,651
Share premium 17,815,055 17,815,055
Retained losses (28,224,958) (31,213,320)
____________ ____________
Shareholders' Funds 3,186,748 198,386
Minority interests 4,596,381 1,243,310
____________ ____________
7,783,129 1,441,696
____________ ____________
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 30 JUNE 2012
Total
Retained Shareholders' Minority
Share Capital Share Premium Losses Equity Interest Total Equity
$ $ $ $ $ $
As at 1 January 2012 13,596,651 17,815,055 (31,213,320) 198,386 1,243,310 1,441,696
Total
comprehensive
income for
the period - - 2,988,362 2,988,362 3,353,071 6,341,433
Balance at 30
June 2012 13,596,651 17,815,055 (28,224,958) 3,186,748 4,596,381 7,783,129
============== ============== ============= =================== ========== =============
As at 1 January 2011 13,596,651 17,815,055 (29,652,172) 1,759,534 2,110,590 3,870,124
Total
comprehensive
loss for
the period - - (1,041,799) (1,041,799) (200,669) (1,242,468)
Balance at 30
June 2011 13,596,651 17,815,055 (30,693,971) 717,735 1,909,921 2,627,656
============== ============== ============= =================== ========== =============
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 30 JUNE 2012
Half-year ended Half Year Ended
30 June 2012 30 June 2011
(Unaudited) (Unaudited)
$ $
Cash flows from operating activities
Group operating loss from continuing
operations (501,570) (866,651)
Group operating loss from discontinued
operations (136,422) (235,017)
Adjustment for items not requiring
an outlay of funds:
Unwinding of discount on abandonment
provision - 3,406
Other income - 994
___________ ___________
Operating loss before changes in
working capital (637,992) (1,097,268)
Increase in receivables (1,715,332) (20,171)
Decrease in trade and other payables 1,809,437 (355,523)
Increase in provision for decommissioning 17,836 -
___________ ___________
Net cash used in operating activities (526,051) (1,472,962)
___________ ____________
Investing activities
Interest received - 17
___________ ____________
Net cash used in investing activities - 17
___________ ____________
Financing activities
Loan from controlling shareholder - 417,000
___________ ___________
Net cash from financing activities - 417,000
___________ ___________
Decrease in cash and cash equivalents (526,051) (1,055,945)
Cash and cash equivalents at beginning
of period 824,993 1,360,698
___________ ___________
Cash and cash equivalents at end
of period 298,942 304,753
___________ ___________
NOTES TO THE UNAUDITED HALF-YEAR FINANCIAL REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2012
1. Basis of preparation
Woburn Energy Plc. ('the Company') is domiciled in England. The
condensed consolidated half-year accounts of the Company for the
six months ended 30 June, 2012 comprise the accounts of the Company
and its subsidiaries (together referred to as 'the Group').
The condensed half-year accounts for the six months ended 30
June, 2012 are unaudited. In the opinion of the Directors, the
condensed half-year accounts for the period present fairly the
financial position, and results from operations and cash flows for
the period. The condensed half-year accounts include unaudited
comparative figures for the half year ended 30 June, 2011.
The financial information contained in this half-year report
does not constitute statutory accounts as defined by section 434 of
the Companies Act 2006.
Where shown, the comparatives for the year ended 31 December,
2011 are not the Company's full statutory accounts for that year
but have been extracted from the statutory accounts for that year
which have been delivered to the Registrar of Companies. The
auditors' report on those accounts, which was unqualified, included
references to the going concern note in the accounts to which the
auditors drew attention by way of emphasis, without qualifying
their report, and did not contain a statement under section 498 (2)
- (3) of the Companies Act 2006.
The half-yearly financial report was approved by the Directors
on 28 September, 2012 and is available on the Company's website
www.woburnenergy.com.
Accounting policies
The condensed half-year accounts have been prepared using
accounting policies based on International Financial Reporting
Standards (IFRS and IFRIC interpretations) issued by the
International Accounting Standards Board ("IASB") as adopted for
use in the European Union, including IAS 34 'Interim Financial
Reporting' and on the historical cost basis. The condensed
half-year accounts have been prepared using the accounting policies
which are expected to be applied in the Group's next statutory
financial statements for the year ending 31 December, 2012. The
same accounting policies, presentation and methods of computation
were applied in the Group's latest audited financial statements for
the year ended 31 December, 2011.
The Group's financial risk management objectives and policies
are consistent with those disclosed in the 2011 annual report.
2. Going concern and Effects of the Colombian Assets Sale
The accounts have been prepared on a going concern basis. During
the six month period ended 30 June, 2012 the Group made a profit of
$6,341,433 as result of the sale of Las Quinchas Resources
Corporation's (LQRC) Colombian assets (year ended 31 December,
2011: loss of $1,801,751, six months ended 30 June, 2011: loss
$1,242,468).
At 30 June, 2012, the Group had net assets of $7,783,129 as a
result of the increased level of receivables due from the sale of
the Colombian assets (31 December, 2011: $1,441,696, 30 June, 2011:
$2,627,656). The net assets comprised $3,186,748 attributable to
equity shareholders and $4,596,381 attributable to the 49% minority
interest in the Las Quinchas Resources Corporation subsidiary.
Current assets at 30 June, 2012 were $16,270,293, including the
Colombian asset receivables of $13,120,000 (being $16,000,000 gross
proceeds less the first payment received in December 2011 of
$2,880,000). The assets held for sale previously shown at 31
December, 2011 was $8,121,575. The increase is as a result of the
sales contract being signed and approved in June 2012.
NOTES TO THE UNAUDITED HALF-YEAR FINANCIAL REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2012
Total assets at 30 June, 2012 was $16,270,293 compared to
$10,082,587 at 31 December, 2011 as a result of Colombian assets
sale.
Current liabilities at 30 June, 2012 was $8,265,164 which
includes accruals of $4,407,876, the Cetus loan of $1,001,000,
accrued interest on outstanding billing of $754,000 and a LQRC tax
provision of $145,000 (31 December, 2011: $8,436,727).
The sale of LQRC's Colombian assets has resulted in an increase
in the Group's net assets to $7,783,129 at 30 June, 2012 (31
December, 2011: net assets $1,441,696).
The cash position of the Group fell from $824,993 at 31
December, 2011 to $298,942 at 30 June, 2012, but will improve
significantly following the receipt of the sale proceeds as
discussed in the Chairman's Statement.
Cetus Investment Resources (Cetus) continues to support the
Company with an interest free loan. After the sale of the Colombian
assets and settlement of operator's billings and the Cetus Loan,
the Directors believe that the Group will have sufficient cash to
fund its activities and to continue its operations and for the
Group to continue to meet its liabilities as they fall due for the
foreseeable future and for at least the next 12 months. The
financial statements have, therefore, been prepared on the going
concern basis.
3. Earnings/(loss) per share
Half-year Half-year
ended ended
30 June 2012 30 June 2011
$ $
Loss attributable to equity shareholders
- Continuing (1,276,020) (866,651)
Profit/(loss) attributable to equity
shareholders - Continuing and Discontinued 2,988,362 (1,041,799)
Weighted average number of shares in
issue 232,160,407 232,160,407
___________ ___________
Cents Cents
Basic loss per share - Continuing (0.22) (0.37)
Basic earnings/(loss) per share - Continuing
and Discontinued 1.29 (0.45)
Basic earnings/(loss) per share - Discontinued 1.51 (0.08)
___________ ___________
4. Taxation
No tax is payable on the continuing operations of Woburn Energy
Plc. as there are adequate tax losses available from previous
years. However, there is an estimated tax provision of $145,000 in
LQRC which is included in the discontinued operations profit.
NOTES TO THE UNAUDITED HALF-YEAR FINANCIAL REPORT
FOR THE SIX MONTHS ENDED 30 JUNE 2012
5. Discontinued operations
As discussed in note 2 above, the group completed the sale of
LQRC's Colombian assets in June 2012. At 31 December 2011 the Group
included the assets as held for sale and this treatment has now
changed following the completion of the sale. The proceeds on the
sale not yet received are now shown as a receivable ($13.1 million)
in the statement of financial position at 30 June 2012.
The profit/(loss) from discontinued operations is analysed
below:
Half-year Half-year
ended ended
30 June 2012 30 June 2011
$ $
Operating expenses (53,551) (235,017)
Administrative expenses (82,871) -
___________ ___________
Operating loss (136,422) (235,017)
Interest payable (754,000) (121,575)
___________ ___________
Loss before tax (890,422) (356,592)
Taxation (145,000) -
___________ ___________
Loss for period (1,035,422) (356,592)
Profit on sale of LQRC Colombian assets 7,878,425 -
Loss on liquidation of Black Rock Oil
& Gas
Sucursal Colombia - (19,225)
___________ ___________
Profit/(loss) from discontinued operations 6,843,003 (375,817)
___________ ___________
6. Control
The Group is controlled by Cetus Investment Resources Inc.,
which owns 86.15% of the Company. Cetus Investment Resources Inc.,
is a wholly-owned subsidiary of Zaver Petroleum International Inc.,
which is itself a wholly-owned subsidiary of United Paramount
Holding Corporation. Mr Hashwani is beneficially interested in the
entire issued share capital of United Paramount Holding Corporation
and is therefore the ultimate controlling party.
7. Material events subsequent to the end of the period
There have been no significant events after 30 June, 2012
requiring disclosure.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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