TIDMWBN
RNS Number : 6796E
Woburn Energy PLC
01 June 2012
For immediate release 1 June 2012
Woburn Energy Plc
("Woburn Energy" or the "Company")
Audited Results for the year ended 31 December 2011
Notice of Annual General Meeting
Woburn Energy (AIM: WBN) announces its audited results for the
year ended 31 December 2011. The Report and Accounts are being
posted to shareholders shortly. The Annual General Meeting of
Woburn Energy Plc will be held at the offices of Maclay Murray
& Spens LLP at 10.00 a.m. on 29 June 2012.
For further information, please contact:
Woburn Energy Plc Tel: +44 (0) 20
7380 4600
Kamran Ahmed www.woburnenergy.com
Graeme Thomson
Beaumont Cornish Limited (Nominated Tel: +44 (0)20
Adviser) 7628 3396
Michael Cornish
A copy of this announcement is available from the Company's
website, www.woburnenergy.com.
CHAIRMAN'S STATEMENT
Woburn's remaining asset during the year under review has been
its 51% shareholding in Las Quinchas Resource Corp ("LQRC"), which
owns a 50% non-operated beneficial interest in the Las Quinchas
Association Contract with Ecopetrol in Colombia. The operator of
Las Quinchas Association Contract is Pacific Rubiales.
As previously reported, the Company has been seeking a purchaser
for its Colombian interests for some time and the Board was
delighted to announce on 1 June 2012, that LQRC had entered into a
conditional Assignment Agreement for the sale of its 50 per cent.
beneficial interest in the Las Quinchas Association Contract.
Woburn's share of the net disposal proceeds is estimated to amount
to approximately US$4.5 million after expenses and settling
existing liabilities of LQRC. The proposed completion of the sale
by LQRC is conditional, inter alia, on the approval of Shareholders
at a general meeting of the Company to be held on 21 June 2012 and
Ecopetrol consent. Full details are set out in a circular to
shareholders.
The disposal will thus result in the Company becoming an
investing company and the Directors intend to make investments in
the oil and gas sector. The Directors will initially focus on
Europe, the Middle East, Africa and Asia, where we 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. While the
Company has evaluated a number of production and exploration
opportunities in Europe and Central Asia over the last two years,
the Board believes that following the disposal, the Company will be
much better placed to attract new potential projects.
Prior to receipt of funds from the sale of the Colombian
beneficial interests or from other sources, the Company had been
reliant on the on-going financial support of Cetus, to meet its
operating costs. The cash proceeds of the disposal enables 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. Following the settlement
of all outstanding management fees and other administrative costs
owed by Woburn to PetroMagdelena, Woburn's expenses and costs of
the disposal and repayment in full of the current 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 the cash resources to pursue new investment
opportunities and to provide working capital for the day-to-day
business of the Company.
This has been a frustrating period for the Company but now that
the sale of the Colombian interests has finally been agreed, the
Directors look forward to the future with renewed confidence.
Arif Kemal
Chairman
1 June 2012
DIRECTORS' REPORT
The Directors present their report together with the audited
financial statements of the Company and the Group for the year
ended 31 December 2011.
Principal activity
The Company is registered in England and Wales. The Company is
part of a Group whose principal activity is oil and gas exploration
and production. The Group operates through Woburn Energy Plc, a
company traded on AIM, a Market operated by the London Stock
Exchange, together with Woburn's 51% owned subsidiary undertaking,
Las Quinchas Resource Corporation ("LQRC").
Review of the business and future prospects
The Group's activities for the year and future prospects are
discussed in the Chairman's Statement.
Due to the current stage of the development and the financial
condition of the Group, the Directors do not consider it meaningful
to consider a detailed review of the key performance indicators in
respect of the year under review. Critical non-financial KPI's, at
this stage, are the availability of funding to meet working capital
requirements.
Going concern: principal risks and uncertainties facing the
Company
The principal risks and uncertainties facing the Company at the
present time are related to its financial condition, the completion
of the sale of its Colombian interests, announced on 1 June 2012,
to enable it to meet its liabilities as they fall due, the price of
oil, the identification and funding of international production
and development projects in the oil and gas industry .
During the year ended 31 December 2011 the Group made a loss of
$1,801,751 (2010: $3,248,204), of which $1,561,148 was attributable
to equity holders of the parent company and $240,603 to the
Minority Interest (2010: $2,468,483 and $779,721 respectively). At
the year-end date, the Group had net assets of $1,441,696 (2010:
$3,870,124) the principal asset being $8,121,575 of unevaluated
exploration and evaluation assets held for resale. Of these net
assets $198,386 (2010: $1,759,534) was attributable to equity
shareholders and $1,243,310 (2010: $2,110,590) to the 49% minority
interest in Las Quinchas Resources Corp. Net current assets were
$1,645,860 (2010: net current liabilities $3,874,538).The Group had
$824,993 of cash as at 31 December 2011 (2010: $1,360,698) and had
trade and other payables due within one year outstanding of
$8,436,727 (2010: $5,357,810).
On 1 June 2012, the Company announced that its 51% owned
subsidiary, LQRC, had entered into a conditional Assignment
Agreement for the sale of its 50 per cent. beneficial interest in
the Las Quinchas Association Contract. Woburn' share of the net
disposal proceeds is estimated to amount to approximately US$4.5
million after expenses and settling existing liabililties of LQRC.
The proposed completion of the sale by LQRC is conditional, inter
alia, on the approval of Shareholders at a general meeting of the
Company to be held on 21 June 2012and Ecopetrol consent. Full
details are set out in a circular to shareholders.
Prior to receipt of funds from the sale of the Colombian
beneficial interests or from other sources, the Company had been
reliant on the on-going financial support of Cetus, to meet its
operating costs. The cash proceeds of the disposal enables 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. Following the settlement
of all outstanding management fees and other administrative costs
owed by Woburn to PetroMagdelena, Woburn's expenses and costs of
the disposal and repayment in full of the current 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 the cash resources to pursue new investment
opportunities and to provide working capital for the day-to-day
business of the Company. A net amount of approximately $0.69
million had been received by the end of 2011. The remaining funds
are expected to be received in full by the Company by the end of
May 2013 with a net $0.16 million by the end of November 2012,
$2.29 million by the end of February 2013 and $0.27 million by the
end of May 2013.
On the basis that the Resolutions are passed by the General
Meeting of shareholders to be held on 21 June 2012 and for which
irrevocable undertakings to vote in favour have been received for
over 86% of the shares in issue, and the sale proceeds are received
as expected, the Directors believe that the Group will have
appropriate levels of financing and that the Group will have
sufficient cash to fund its activities and to continue its
operations for the foreseeable future and for the Group to continue
to meet its liabilities as they fall due, and for at least the next
twelve months from the date of approval of these financial
statements. The financial statements have, therefore, been prepared
on the going concern basis.
Results and dividends
The Group results for the year ended 31 December 2011 are set
out in the financial statements. The Group made a loss for the year
ended 31 December 2011 of $1,801,751 (2010: loss $3,248,204), of
which $1,561,148 of the loss was attributable to the equity holders
of the Group (2010: loss $2,468,483) and $240,603 of the loss was
attributable to the 49% minority interest in LQRC (2010: $779,721).
The Directors cannot recommend a dividend for the year ended 31
December 2011 (2010: $Nil).
Group structure and share capital
Details of the share capital are set out in Note 16 to the
financial statements.
Directors
The following Directors held office during the year:
K Ahmed
A B Baldry
H A Hashwani
R B Kanga
A Kemal
J M Cubitt (resigned 31 December 2011)
Employees' health and safety
It is the policy of the Group to consider the health and welfare
of employees by maintaining a safe place and system of work as
required by the Safety, Health and Welfare at Work Act, 1989.
Significant shareholders
Pursuant to the Companies Act 2006 the Company has been notified
of major shareholdings. In accordance with "Disclosure and
Transparency Rules", issued by the Financial Services Authority,
the interests in the Company's Ordinary Shares as at 1 June 2012 of
its major shareholders were as follows:
Number of % of Issued
Ordinary Shares Share Capital
-------------------------- ----------------- ---------------
Cetus Investment
Resources Inc ("Cetus") 200,000,000 86.15%
No other individual or organisation holds more than 3% of the
Company's Ordinary Shares.
Environment
The Group's exploration activities within the United Kingdom and
Colombia are subject to the relevant environment protection acts of
each country. While at 31 December 2011 the Group is not an
operator of any exploration projects, it closely monitors
activities of the operators to ensure to the best of its knowledge
there is no potential for any such breach. There have been no known
convictions in relation to breaches of these acts recorded against
the Group during the reporting period.
Use of financial instruments
The Group's financial risk management objectives are to minimise
debt, to fund exploration activity through equity financing and to
ensure sufficient working capital for the Group's overhead and
capital expenditure commitments. This is achieved by prudent
financial management and careful management of the Group's cash
balances, both short and long term.
Information to shareholders - Website
In compliance with AIM Rule 26, the Company has its own website
(www.woburnenergy.com) for the purposes of improving information
flow to shareholders as well as to potential investors.
Internal controls
The Board is responsible for identifying and evaluating the
major business risks faced by the Group and for determining and
monitoring the appropriate course of action to manage these
risks.
Creditor payment policy and practice
The Group agrees terms of contracts when orders are placed and
on entering exploration joint ventures. It is the Group's policy
that payments to suppliers are made in accordance with those terms
and conditions agreed between the Group and its suppliers,
providing that all trading terms and conditions have been complied
with.
Political and charitable contributions
There were no political or charitable contributions made by the
Group during the year ended 31 December 2011.
Subsequent events
Significant events after the year end are set out in Note 22 of
the financial statements.
Corporate Governance
Although AIM listed companies are not required to report on the
Combined Code, the Directors are committed to proper standards of
corporate governance and will continue to keep procedures under
review.
The Board
The Board is responsible to the shareholders for the leadership
and control of the Company. Meetings are conducted when important
matters or issues require discussion. Circular resolutions of the
Directors are undertaken on minor issues. In addition, the Acting
Managing Director keeps all members of the Board appraised on a
regular basis. Directors also meet regularly on an informal basis
to discuss various matters relating to the Group's activities,
objectives and to ensure Corporate Governance is maintained.
The Board considers and monitors all matters as are specifically
vested to it under the Company's Articles of Association ("the
Articles"). The Company's management provides formal and
transparent procedures to appoint or re-elect Board Members.
Annual General Meeting
The Notice of the Annual General Meeting to be held on 29 June
2012 is set out at the end of this Annual Report, together with the
Form of Proxy. Resolutions 1 to 4 are ordinary resolutions and 5 is
a special resolution.
Resolutions 1 and 3 deal with the approval, inter alia, of the
Financial Statements and the re-appointment of the auditors. The
Articles provide for the re-election of all Directors at regular
intervals and H Hashwani will offer himself for re-election in
Resolution 2.
Resolutions 4 and 5 concern the granting of authority to the
Directors to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company up to an aggregate nominal amount of GBP2,500,000 and to be
empowered to allot equity securities, including treasury shares,
thereby allowing the Board to more easily conclude commercial
opportunities as appropriate.
The Directors unanimously recommend that you vote in favour of
all the proposed resolutions as they intend to do in respect of
their own beneficial holdings.
Remuneration Report
Introduction
Woburn Energy, as an AIM listed company rather than a fully
listed company, is not required to comply with Directors'
Remuneration Report Regulations but it is committed to the highest
standards of Governance.
Remuneration Committee
The purpose of the Remuneration Committee is to make
recommendations to the Board on an overall remuneration policy for
Executive Directors in order to attract, retain and motivate high
quality executives capable of achieving the Company's objectives.
The Company's Remuneration Committee currently comprises H Hashwani
(Chairman), A Kemal and R Kanga.
Remuneration packages
Remuneration packages in 2011 consisted of base salaries,
benefits and a pension contribution for J Cubitt. There were no
performance related bonuses, long term incentive awards or health
benefits. J Cubitt left the Company on 31 December 2011 and there
are currently no remuneration packages for any Director.
Remuneration policy
Woburn Energy aligns any remuneration between the interests of
shareholders and executives.
Directors' remuneration and service contracts
There are were no service contracts with the Directors in 2011
other than an employment contract between J Cubitt and Woburn
Energy Plc. Under this service contract J Cubitt was paid an annual
salary of GBP123,600 plus a pension contribution by the Company of
GBP18,000 in 2010 and his employment was subject to a 30 days
termination period. J Cubitt left the Company on 31 December 2011.
There are currently no service contracts in place.
Directors' interests
The beneficial interests in the Company's shares of the
Directors and their families were as follows:
At 31 December
2011 & 1 At 31 December
June 2012 2010
Ordinary Ordinary
shares of shares of
1p each 1p each
-------------- --------------- ---------------
K Ahmed - -
A B Baldry 72,222 72,222
H A Hashwani
* 200,000,000 200,000,000
R B Kanga - -
A Kemal - -
None of the Directors had any interests in the share capital of
any of the Company's subsidiary undertakings at 31 December 2011 or
31 December 2010.
* K Ahmed, H Hashwani, R Kanga and A Kemal are Directors
appointed by Cetus Investment Resources Inc., which owns 86.15% of
the Company's shares, and which is a wholly-owned subsidiary of
Zaver Petroleum International Inc ("Zaver"), which is itself a
wholly-owned subsidiary of United Paramount Holding Corp. Mr
Hashwani is beneficially interested in the entire issued share
capital of United Paramount Holding Corp and is therefore the
ultimate controlling party. Zaver's principal asset is its 55%
interest in Ocean Pakistan Limited ("OPL"). R Kanga is a Director
of OPL.
Directors' remuneration
Remuneration of Directors was as follows:
Pension 2011
contributions Total
Fees/basic & other 2010
salary* benefits* Total
$ $ $ $
--------------- ----------- --------------- -------- --------
Executive
J M Cubitt 161,193 90,148 251,341 229,480
Non-Executive
A B Baldry 64,000 - 64,000 62,000
----------- --------------- -------- --------
Total 225,193 90,148 315,341 291,480
=========== =============== ======== ========
*Adjusted for amounts paid to personal pension scheme via salary
sacrifice and for benefits
There were no contracts existing during or at the end of the
year in which a Director was or is materially interested, save as
set out in the Related Parties Note 20 in the financial statements.
Directors' remuneration shown comprises all of the fees, salaries
and other benefits and emoluments paid to Directors. Pension
contributions were to a privately administered pension plan in
respect of J Cubitt, who was a Director of the Company during the
year. The Group does not operate a pension scheme for any Director
or employee. All other directors in the periods waived their rights
to Directors' Fees.
Audit Committee
The Audit Committee is responsible for maintaining an
appropriate relationship with the Group's external auditors and for
monitoring the Group's internal financial controls and the audit
process. Its duties also include approving the Group's accounting
policies and reviewing the interim and the annual financial
statements before submission to the Board. It aids the Board in
seeking to ensure that the financial and non-financial information
supplied to shareholders presents a balanced assessment of the
Group's position.
The Audit Committee reviews the objectivity and independence of
the external auditors and also considers the scope of their work
and fees paid for audit and non-audit services. The Audit Committee
has unrestricted access to the Group's documents and information,
as well as to employees of the Group and the external auditors.
Members of the Committee may, in pursuit of their duties, take
independent professional advice on any matters at the Group's
expense. The Committee Chairman reports the outcome of meetings to
the Board.
The members of the Audit Committee who held office during the
year remained K Ahmed (Chairman), T Baldry and R Kanga. Subsequent
to K Ahmed becoming Acting Managing Director on 1 January 2012, R
Kanga became Chairman of the Committee and H Hashwani joined the
Committee. Membership of the Audit Committee is determined by the
Board. Its terms of reference are set by the Board and are modelled
closely on the provisions of the Combined Code.
Acquisition of new projects
Prior to acquiring new projects, the Company initially evaluates
both the political and legal risk associated with the country in
which the project is located. If either of these are considered too
much of a concern, no further evaluation is undertaken. The Board,
as a whole, has elected at this point in the Company's history, not
to seek projects located in basins which do not have significant
hydrocarbon systems. Final sign-off on new acquisitions is only
taken following technical evaluation of the available data.
Initially, areas are evaluated by senior in-house staff, technical
consultants, and where warranted, by expert international
consulting groups. The Acting Managing Director then reviews all
information and presents to the full Board for approval. In
addition, no formal agreements contracting the Company to a project
area are signed without advice from legal and other advisers.
Changes in share capital
Details of movements in share capital during the year are set
out in Note 16 to these financial statements.
Statement of responsibilities of those charged with
governance
The Directors are responsible for preparing the financial
statements in accordance with applicable law and International
Financial Reporting Standards as adopted by the European Union
("IFRS").
Company law requires the Directors to prepare financial
statements for each financial period 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 period. 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, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors confirm that the financial statements comply with
the above requirements.
The Directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the Company and of the Group and enable them
to ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information on the Company's
website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Statement of disclosure to auditor
So far as each of the Directors at the time of approval of the
report are aware there is no relevant audit information of which
the Company's auditors are unaware and the Directors have taken all
steps that they ought to have taken to make themselves aware of any
relevant audit information and to establish that the auditors are
aware of that information.
Auditors
In accordance with Section 489 of the Companies Act 2006,
Resolution 4 in the Notice of AGM proposes that UHY Hacker Young
LLP be re-appointed as auditors of the Company and that the
Directors be authorised to fix their remuneration.
On behalf of the Board
K Ahmed
Acting Managing Director
1 June 2012
DIRECTORS' BIOGRAPHIES
Arif Kemal (70)
Chairman, Non-Executive Director
Arif Kemal has over 49 years experience in exploration,
production and management of oil and gas resources. He has a BSc
Hons in Geology and an MSc in Petroleum Geology and attended a
post-graduate training course in Petroleum Engineering at the
Institute Francais du Petrole, France. Mr Kemal is a member of the
Society of Petroleum Engineers, the American Association of
Petroleum Geologists and the Houston Geological Society.
Mr Kemal is a member of the Company's Remuneration
Committee.
Kamran Ahmed (49)
Acting Managing Director
Kamran Ahmed is a graduate of Ithaca College, Cornell
University, with 29 years experience in banking and oil and gas. He
has worked with multinational financial institutions and oil and
gas companies, including Shell, Mobil, Bankers Equity and Merrill
Lynch. In 2002 he joined Orient Petroleum International Inc and is
now based in the UK as Director of Orient Petroleum (UK) Limited, a
wholly-owned subsidiary of OPL.
Antony Brian Baldry (61)
Deputy Chairman, Independent Non-Executive Director
Tony Baldry is the Conservative Member of Parliament for Banbury
(North Oxfordshire). He has been an MP for nearly 30 years and held
various ministerial posts between 1990 and 1997. These included
Parliamentary Under-Secretary of State at the Department of Energy
where, alongside John Wakeham, he oversaw the privatisation of the
UK electricity industry.
A practising barrister, Tony is also a director of a number of
public and private companies. Tony has a wealth of experience of
giving strategic and financial advice to growing companies across a
range of sectors, including natural resources.
Mr Baldry is a member of the Company's Audit Committee.
Hasan Ali Hashwani (34)
Non-Executive Director
Hasan Hashwani has over 14 years international experience in the
oil and gas industry. He has held various management positions
during his career and serves on the board of several private
companies. Mr Hashwani studied business administration at the
University of Phoenix and attended the Young Managers Programme at
INSEAD, France. He is currently pursuing his EMBA.
Mr Hashwani is the Chairman of the Company's Remuneration
Committee and a member of the Company's Audit Committee.
Rustom Bejon Kanga FCA (57)
Non-Executive Director
Rustom Kanga has over 28 years diverse experience in business
and commerce. He has been involved in the upstream oil and gas
industry since 1996 and has valuable experience in starting new
ventures, acquisitions, divestitures and financing. He is a Fellow
of the Institute of Chartered Accountants in England and Wales and
serves on the board of several private companies.
Mr Kanga is Chairman of the Company's Audit Committee and is a
member of the Remuneration Committee.
INDEPENDENT AUDITORS' REPORT
TO THE SHAREHOLDERS OF WOBURN ENERGY PLC
We have audited the Group and Parent Company financial
statements of Woburn Energy plc for the year ended 31 December 2011
(the "financial statements"), which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated and Parent
Company Statements of Financial Position, the Consolidated and
Parent Company Statements of Changes in Equity, the Consolidated
and Parent Company Statements of Cash Flows, together with the
related notes. The financial reporting framework that has been
applied in their preparation is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European
Union and, as regards the Parent Company financial statements, as
applied in accordance with the provisions of the Companies Act
2006.
This report is made solely to the Company's members, as a body,
in accordance with part 3 of Chapter 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of directors and auditors
As explained more fully under 'Statement of Responsibilities of
those charged with Governance' on page 13 the directors are
responsible for the preparation of the financial statements and for
being satisfied that they give a true and fair view of the Group's
affairs.
Our responsibility is to audit the financial statements in
accordance with relevant law and International Standards on
Auditing (UK and Ireland). Those standards require us to comply
with the Auditing Practices Board's (APB) Ethical Standards for
auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the APB's web-site at
www.frc.org.uk/apb/scope/private.cfm
Opinion on financial statements
In our opinion:
- the financial statements give a true and fair view of the
state of the Group's and the Parent Company's affairs as at 31
December 2011 and of the Group's loss for the year then ended;
- the Group financial statements have been properly prepared in
accordance with International Financial Reporting Standards as
adopted by the European Union; and
- the Parent Company financial statements have been properly
prepared in accordance with the International Financial Reporting
Standards as adopted by the European Union and as applied in
accordance with the provisions of the Companies Act 2006; and
- the financial statements have been prepared in accordance with
the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors' Report
for the financial year for which the financial statements are
prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
- adequate accounting records have not been kept by the parent
company, or returns adequate for our audit have not been received
from branches not visited by us; or
- the parent company financial statements are not in agreement
with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.
Colin Wright (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young LLP
Chartered Accountants Statutory Auditor
Quadrant House
4 Thomas More Square
London E1W 1YW
1 June 2012
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2011
Year ended Year ended
31 December 2011 31 December 2010
Notes $ $
Revenue 4 - 308,506
Operating expenses (235,017) (1,594,596)
__________ __________
Gross loss (235,017) (1,286,090)
__________ __________
Administrative expenses (1,407,471) (2,178,090)
__________ __________
Group operating loss 5 (1,642,488) (3,464,180)
Bank interest receivable 21 264
Interest payable 14(c) (152,968) (270,051)
__________ __________
Loss before taxation (1,795,435) (3,733,967)
Taxation 6 - -
__________ __________
Loss for the period from continuing operations (1,795,435) (3,733,967)
Discontinued operations
(Loss)/profit from discontinued operations 7 (6,316) 485,763
__________ __________
Total comprehensive loss for the period (1,801,751) (3,248,204)
___________ ___________
Total comprehensive loss attributable to:
Equity holders of the Parent Company (1,561,148) (2,468,483)
Minority interest 17 (240,603) (779,721)
__________ __________
(1,801,751) (3,248,204)
___________ ___________
Loss per share (cents): Continuing operations
Basic & diluted 8 (0.67) (1.27)
___________ ___________
Loss per share (cents): Discontinued operations
Basic & diluted 8 - 0.21
___________ ___________
Loss per share (cents): Discontinued and continuing operations
Basic & diluted 8 (0.67) (1.06)
___________ ___________
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2011
31 December 31 December
Notes 2011 2010
$ $ $ $
ASSETS
Non-current assets
Intangible assets 11 - 7,951,889
Current assets
Asset held for resale 11 8,121,575 -
Receivables 13 1,136,019 122,574
Cash and cash equivalents 18 824,993 1,360,698
__________ __________
10,082,587 1,483,272
__________ __________
Total Assets 10,082,587 9,435,161
__________ __________
LIABILITIES
Current liabilities
Trade and other payables 14 (8,436,727) (5,357,810)
Non-current liabilities
Provision for decommissioning 15 (204,164) (207,227)
__________ __________
Total Liabilities (8,640,891) (5,565,037)
__________ __________
Net Assets 1,441,696 3,870,124
__________ __________
EQUITY
Capital and reserves
Share capital 16 13,596,651 13,596,651
Share premium 17,815,055 17,815,055
Retained losses (31,213,320) (29,652,172)
__________ __________
Shareholders' Funds 198,386 1,759,534
Minority interests 17 1,243,310 2,110,590
__________ __________
1,441,696 3,870,124
__________ __________
These financial statements were approved by the Board of
Directors on 1 June 2012 and signed on its behalf by:
Director - K Ahmed
Company Registration Number: 04128401
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2011
31 December 31 December
Notes 2011 2010
$ $ $ $
ASSETS
Non-current assets
Investments in subsidiaries 12 3,510,979 4,163,283
Current assets
Receivables 13 118,575 73,591
Cash and cash equivalents 18 824,288 80,265
__________ __________
942,863 153,856
__________ __________
Total Assets 4,453,842 4,317,139
__________ __________
LIABILITIES
Current liabilities
Trade and other payables 14 (2,365,164) (851,437)
__________ __________
Total Liabilities (2,365,164) (851,437)
__________ __________
Net Assets 2,088,678 3,465,702
__________ __________
EQUITY
Capital and reserves
attributable to equity
holders
Share capital 16 13,596,651 13,596,651
Share premium 17,815,055 17,815,055
Retained losses (29,323,028) (27,946,004)
__________ __________
Total Equity 2,088,678 3,465,702
__________ __________
These financial statements were approved by the Board of
Directors on 1 June 2012 and signed on its behalf by:
Director - K Ahmed
Company Registration Number: 04128401
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
Share-based
Share Share Payments Retained Minority Total
Capital Premium Reserve Losses Total Interest Equity
$ $ $ $ $ $ $
Balance at
1
January
2010 13,596,651 17,815,055 190,800 (27,374,489) 4,228,017 2,890,311 7,118,328
Loss for
2010 - - - (2,468,483) (2,468,483) (779,721) (3,248,204)
Transfer on
expiry
of
warrants - - (190,800) 190,800 - - -
------------ --------------------- ------------- ------------ ----------------- ------------ ---------- ------------------------
Balance at
31
December
2010 13,596,651 17,815,055 - (29,652,172) 1,759,534 2,110,590 3,870,124
Return of
capital
(Note 12) - - - - - (626,677) (626,677)
Loss for
2011 - - - (1,561,148) (1,561,148) (240,603) (1,801,751)
------------ ---------------------------- -------------------- ------------- ------------ ---------------------- ------------
Balance at
31
December
2011 13,596,651 17,815,055 - (31,213,320) 198,386 1,243,310 1,441,696
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2011
Share-based
Payments Retained
Share Capital Share Premium Reserve Losses Total
$ $ $ $ $
Balance at 1 January
2010 13,596,651 17,815,055 190,800 (26,513,871) 5,088,635
Transfer on expiry of
warrants - - (190,800) 190,800 -
Loss for 2010 - - - (1,622,933) (1,622,933)
Balance at 31 December
2010 13,596,651 17,815,055 - (27,946,004) 3,465,702
Loss for 2011 - - - (1,377,024) (1,377,024)
Balance at 31 December
2011 13,596,651 17,815,055 - (29,323,028) 2,088,678
CONSOLIDATED STATEMENT OF CASH
FLOWS FOR THE YEAR ENDED 31
DECEMBER 2011
Year ended Year ended
31 December 31 December
2011 2010
$ $
Cash flows from operating activities
Group operating loss from continuing
operations (1,642,488) (3,464,180)
Group operating loss from discontinued (6,316) -
operations
Adjustments for items not requiring
an outlay of funds:
Impairment of exploration assets
- discontinuing operations - 4,274,000
Write-back of loan - discontinuing
operations - (4,274,000)
Unwinding of discount on abandonment
provision - 13,940
Foreign exchange differences (28,063) 7,018
___________ ___________
Operating loss before changes
in working capital (1,676,867) (3,443,222)
(Increase)/decrease in receivables (1,013,445) 791,091
Increase in trade and other
payables 2,236,949 1,535,584
___________ ___________
Net cash used in operating
activities (453,363) (1,116,547)
___________ ___________
Investing activities
Funds used for exploration
and evaluation - (7,841)
Interest received 21 264
Funds used for asset held for (169,686) -
resale
Abandonment costs paid - (43,856)
Capital returned to minority (626,677) -
interest
___________ ___________
Net cash used in investing
activities (796,342) (51,433)
___________ ___________
Financing activities
Loan from controlling shareholder 714,000 312,000
___________ ___________
Net cash from financing activities 714,000 312,000
___________ ___________
Decrease in cash and cash equivalents (535,705) (855,980)
Cash and cash equivalents at
beginning of period 1,360,698 2,216,678
___________ ___________
Cash and cash equivalents at
end of period 824,993 1,360,698
___________ ___________
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER
2011
Year ended Year ended
31 December 31 December
2011 2010
$ $
Cash flows from operating activities
Company operating loss (1,377,045) (2,108,960)
Adjustments for items not requiring
an outlay of funds:
Impairment of loans/capital
due from subsidiary undertakings - 243,790
Foreign exchange adjustments (25,000) -
on translations
Impairment of exploration assets
- discontinuing operations - 4,274,000
Write-back of loan - discontinuing
operations - (4,274,000)
___________ ___________
Operating loss before changes
in working capital (1,402,045) (1,865,170)
Increase in receivables (44,984) (44,023)
Increase in trade and other
payables 824,727 457,540
___________ ___________
Net cash used in operating
activities (622,302) (1,451,653)
___________ ___________
Investing activities
Loans granted to subsidiary
undertakings - (49,293)
Return of capital from subsidiary 652,304 -
undertaking
Funds used for exploration
and evaluation - (7,841)
Funds used for abandonment - (43,856)
Interest received 21 264
___________ ___________
Net cash from/(used in) investing
activities 652,325 (100,726)
___________ ___________
Financing activities
Loan from controlling shareholder 714,000 312,000
___________ ___________
Net cash from financing activities 714,000 312,000
___________ ___________
Increase/(decrease) in cash
and cash equivalents 744,023 (1,240,379)
Cash and cash equivalents at
beginning of period 80,265 1,320,644
___________ ___________
Cash and cash equivalents at
end of period 824,288 80,265
___________ ___________
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER
2011
1. Authorisation of financial statements
Woburn Energy Plc is a public limited company incorporated in
England and Wales whose shares are traded on AIM, a market operated
by the London Stock Exchange. The principal activities of the
Company and its subsidiaries ("the Group") are exploration for, and
development of, oil and gas.
The Group's financial statements for the year ended 31 December
2011 (comparatives: 12 months ended 31 December 2010) were
authorised for issue by the Board of Directors on 1 June 2012 and
were signed on the Board's behalf by K. Ahmed.
2. Adoption of International Financial Reporting Standards
The Company's and Group's financial statements for the year
ended 31 December 2011 have been prepared in accordance with
International Financial Reporting Standards ("IFRS") and IFRIC
(International Financial Reporting Interpretations Committee)
interpretations as adopted by the European Union and with those
parts of the Companies Act 2006 applicable to companies reporting
under IFRS.
3. Significant accounting policies
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated below.
3.1 Basis of preparation
The financial statements are prepared on a going concern basis,
under the historical cost convention and in accordance with
International Financial Reporting Standards, as adopted by the
European Union, including IFRS6 'Exploration for and Evaluation of
Mineral Resources' and in accordance with the Companies Act 2006.
The Parent Company's financial statements have also been prepared
in accordance with IFRS and the Companies Act 2006.
3.2 Going concern
During the year ended 31 December 2011 the Group made a loss of
$1,801,751 (2010: $3,248,204), of which $1,561,148 was attributable
to equity holders of the parent company and $240,603 to the
Minority Interest (2010: $2,468,483 and $779,721 respectively). At
the year-end date, the Group had net assets of $1,441,696 (2010:
$3,870,124) the principal asset being $8,121,575 of unevaluated
exploration and evaluation assets. Of these net assets $198,386
(2010: $1,759,534) was attributable to equity shareholders and
$1,243,310 (2010: $2,110,590) to the 49% minority interest in Las
Quinchas Resources Corp. Net current assets were $1,645,860 (2010:
net current liabilities $3,874,538).
On 1 June 2012, the Company announced that its 51% owned
subsidiary, LQRC, had entered into a conditional Assignment
Agreement for the sale of its 50 per cent. benficial interest in
the Las Quinchas Association Contract. Woburn's share of the net
disposal proceeds is estimated to amount to approximately US$4.5
million after expenses and settling existing liabilities of LQRC.
The proposed completion of the sale by LQRC is conditional, inter
alia, on the approval of Shareholders at a general meeting of the
Company to be held on 21 June 2012 and Ecopetrol consent. Full
details are set out in a circular to shareholders.
Prior to receipt of funds from the sale of the Colombian
beneficial interests or from other sources, the Company had been
reliant on the on-going financial support of Cetus, to meet its
operating costs. The cash proceeds of the disposal enables 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. Following the settlement
of all outstanding management fees and other administrative costs
owed by Woburn to PetroMagdelena, Woburn's expenses and costs of
the disposal and repayment in full of the current 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 the cash resources to pursue new investment
opportunities and to provide working capital for the day-to-day
business of the Company. A net amount of approximately $0.69
million had been received by the end of 2011. The remaining funds
are expected to be received in full by the Company by the end of
May 2013 with a net $0.16 million by the end of November 2012,
$2.29 million by the end of February 2013 and $0.27 million by the
end of May 2013.
On the basis that the Resolutions are passed by the General
Meeting of shareholders to be held on 21 June 2012 and for which
irrevocable undertakings to vote in favour have been received for
over 86% of the shares in issue, and the sale proceeds are received
as expected, the Directors believe that the Group will have
appropriate levels of financing and that the Group will have
sufficient cash to fund its activities and to continue its
operations for the foreseeable future and for the Group to continue
to meet its liabilities as they fall due, and for at least the next
twelve months from the date of approval of these financial
statements. The financial statements have, therefore, been prepared
on the going concern basis.
3.3 Adoption of new and revised International Financial Reporting Standards
Other than as set out below, no new IFRS standards, amendments
or interpretations became effective in 2011 which had a material
effect on these financial statements:
Standard Description Effective
Date
--------- ------------------------------------ ----------
IAS 24 Revised - Related Party Disclosures 1 January
2011
IFRIC Amendment - IAS 19 Limited on 1 January
14 a Defined Benefit Asset 2011
At the date of approval of these financial statements, the
following IFRS Standards and Interpretations, which have not been
applied in these financial statements, were in issue and adopted by
the European Union but not yet effective. These new Standards,
Amendments and Interpretations are effective for accounting periods
beginning on or after the dates shown below:
IFRS 7 Amendment - Transfer of Financial 1 July
Assets 2011
IAS 12 Deferred Tax Recovery of Underlying 1 January
Assets 2012
IFRS 9 Financial Instruments 1 January
2013
3.4 Basis of consolidation
The consolidated financial statements incorporate the accounts
of the Company and its subsidiaries and have been prepared by using
the principles of acquisition accounting ("the purchase method")
which includes the results of the subsidiaries from their date of
acquisition. Intra-group sales, profits and balances are eliminated
fully on consolidation.
3.5 Goodwill
Goodwill is the difference between the amount paid on the
acquisition of the subsidiary undertakings and the aggregate fair
value of their separable net assets - of which oil and gas
exploration expenditure is the primary asset. Goodwill is
capitalised as an intangible fixed asset and in accordance with
IFRS3 'Business Combinations' is not amortised but tested for
impairment annually and when there are any indications that its
carrying value is not recoverable. As such, goodwill is stated at
cost less any provision for impairment in value. If a subsidiary
undertaking is subsequently sold, goodwill arising on acquisition
is taken into account in determining the profit and loss on
sale.
3.6 Oil and Gas Exploration and Evaluation Expenditure
All exploration and evaluation costs incurred or acquired on the
acquisition of a subsidiary are accumulated in respect of each
identifiable project area. These costs, which are classified as
intangible assets are only carried forward to the extent that they
are expected to be recouped through the successful development of
the areas or where activities in the area have not yet reached a
stage which permits reasonable assessment of the existence of
economically recoverable reserves (successful efforts). Pre
licence/project costs are written off immediately. Other costs are
written off unless commercial reserves have been established or the
determination process has not been completed. Thus accumulated
costs in relation to an abandoned area are written off in full
against profit in the year in which the decision to abandon the
area is made.
When production commences the accumulated costs for the relevant
area of interest are transferred from intangible assets to tangible
assets as 'Developed Oil and Gas Assets' and amortised over the
life of the area according to the rate of depletion of the
economically recoverable costs.
3.7 Impairment of Oil and Gas Exploration and Evaluation Expenditure and Related Goodwill
The carrying value of unevaluated areas and the related goodwill
is assessed on at least an annual basis or when there has been an
indication that impairment in value may have occurred. The
impairment of unevaluated prospects is assessed based on the
Directors' intention with regard to future exploration and
development of individual significant areas and the ability to
obtain funds to finance such exploration and development.
3.8 Decommissioning costs
Where a material liability for the removal of production
facilities and site restoration at the end of the field life
exists, a provision for decommissioning is recognised. The amount
recognised is the present value of estimated future expenditure
determined in accordance with local conditions and requirements. An
asset of an amount equivalent to the provision is also created and
depreciated on a unit of production basis. Changes in estimates are
recognised prospectively, with corresponding adjustments to the
provision and the associated asset.
3.9 Investments
The Parent Company's investments in subsidiary undertakings are
stated at cost less provision for impairment in the Company's
balance sheet.
3.10 Foreign currency translation
(i) Functional and presentational currency
Items included in the Group's financial statements are measured
using the currency of the primary economic environment in which the
Group operates ("the functional currency"). The Company's
functional currency is considered to be the US Dollar. The
effective exchange rate at 31 December 2011 GBP1 = $1.54 (31
December 2010 GBP1= $1.55).
(ii) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in the income statement.
Transactions in the accounts of individual Group companies are
recorded at the rate of exchange ruling on the date of the
transaction. Monetary assets and liabilities denominated in foreign
currencies are translated at the rates ruling at the balance sheet
date. All differences are taken to the income statement.
3.11 Deferred taxation
Deferred income taxes are provided in full, using the liability
method, for all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the
financial statements. Deferred income taxes are determined using
tax rates that have been enacted or substantially enacted and are
expected to apply when the related deferred income tax asset is
realised or the related deferred income tax liability is
settled.
The principal temporary differences arise from depreciation or
amortisation charged on assets and tax losses carried forward.
Deferred tax assets relating to the carry forward of unused tax
losses are recognised to the extent that it is probable that future
taxable profit will be available against which the unused tax
losses can be utilised.
3.12 Cash and cash equivalents
Cash and cash equivalents are carried in the balance sheet at
cost and comprise cash in hand, cash at bank, deposits held at call
with banks, other short-term highly liquid investments with
original maturities of three months or less. Bank overdrafts are
included within borrowings in current liabilities on the balance
sheet. For the purposes of the cash flow statement, cash and cash
equivalents also include the bank overdrafts.
3.13 Receivables
Receivables are carried at original invoice amount less
provision made for impairment of these receivables. A provision for
impairment of receivables is established when there is objective
evidence that the Group will not be able to collect all amounts due
according to the original terms of the receivables. The amount of
the provision is the difference between the assets' carrying amount
and the recoverable amount. Provisions for impairment of
receivables are included in the income statement.
3.14 Payables
Payables are recognised initially at fair values and
subsequently measured at amortised cost using the effective
interest method.
3.15 Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the increase of new shares or options are
shown in equity as a deduction from the proceeds.
3.16 Critical accounting judgements and estimates
The preparation of financial statements in conformity with
International Financial Reporting Standards requires the use of
accounting estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during
the reporting year. Although these estimates are based on
management's best knowledge of current events and actions, actual
results ultimately may differ from those estimates. IFRS also
require management to exercise its judgement in the process of
applying the Group's accounting policies.
The prime areas involving a higher degree of judgement or
complexity, where assumptions and estimates are significant to the
financial statements, are as follows:
Impairment of capitalised exploration and evaluation expenditure
("E&E")
The future recoverability of capitalised exploration and
evaluation expenditure is dependent on a number of factors,
including i) likely commerciality of assets, ii) future revenues
and costs pertaining and the discount rate to be applied for the
purpose of deriving a recoverable value, and iii) the
recoverability of the E&E asset through sale. Factors which
could impact the future recoverability include the level of proved,
probable and inferred resources, future technological changes which
could impact the cost of drilling and extraction, future legal
changes (including changes to environmental restoration
obligations) and changes to commodity prices.
To the extent that capitalised exploration evaluation
expenditure is determined not to be recoverable in the future, this
will reduce profits and net assets in the period in which this
determination is made.
4. Segmental reporting
IFRS8 "Operating Segments" requires operating segments to be
identified on the basis of internal reports about components of the
Group that are regularly reviewed by the Chief Operating Decision
Maker ("CODM"), which is the Board of Directors. The segmental
reporting bases set out below for the Group for 2011 are consistent
with those which are reported to the CODM in 2010.
2011 LQRC* Corporate Total
$ $ $
Losses
Revenue - - -
Operating expenses (235,017) - (235,017)
__________ __________ __________
Gross loss (235,017) - (235,017)
Administrative
costs (103,042) (1,304,429) (1,407,471)
Net interest (152,968) 21 (152,947)
Loss from discontinued
operations - (6,316) (6,316)
__________ __________ __________
Loss for the
period (491,027) (1,310,724) (1,801,751)
Minority interest 240,603 - 240,603
__________ __________ __________
Loss for the
period: equity (250,424) (1,310,724) (1,561,148)
holders ___________ ___________ ___________
Assets and liabilities
Segment assets:
Current assets 9,139,724 942,863 10,082,587
Segment liabilities:
Current liabilities (7,315,556) (1,121,171) (8,436,727)
Non-current liabilities (204,164) - (204,164)
Minority interest (1,243,310) - (1,243,310)
__________ __________ __________
Equity holders 376,694 (178,308) 198,386
share of total ___________ ___________ ___________
net assets
* Las Quinchas Resource Corporation ("LQRC") (Note 12). The
Minority Interest owns 49% of LQRC in both periods (Note 17).
Administrative costs include management fees relating to LQRC
charged directly to the Company by the Minority Interest.
Inter-company balances between the Company and LQRC are excluded
from this analysis.
2010 LQRC* North Corporate Total
$ Sea $ $
$
Losses
Revenue 308,506 - - 308,506
Operating expenses (1,594,596) - - (1,594,596)
__________ __________ __________ __________
Gross loss (1,286,090) - - (1,286,090)
Administrative
costs (182,418) - (1,995,672) (2,178,090)
Net interest (270,051) - 264 (269,787)
Profit from discontinued
operations - 485,763 - 485,763
__________ __________ __________ __________
Loss for the
period (1,738,559) 485,763 (1,995,408) (3,248,204)
Minority interest 779,721 - - 779,721
__________ __________ __________ __________
(Loss)/profit
for the period:
equity holders (958,838) 485,763 (1,995,408) (2,468,483)
___________ ___________ ___________ ___________
Assets and liabilities
Segment assets:
Non-current assets 7,951,889 - - 7,951,889
Current assets 1,328,725 - 154,547 1,483,272
Segment liabilities:
Current liabilities (4,586,673) - (771,137) (5,357,810)
Non-current liabilities (207,227) - - (207,227)
Minority interest (2,110,590) - - (2,110,590)
__________ __________ __________ __________
Equity holders
share of total
net assets 2,376,124 - (616,590) 1,759,534
___________ ___________ ___________ ___________
* Las Quinchas Resource Corporation ("LQRC") (Note 12). The
Minority Interest owns 49% of LQRC in both periods (Note 17).
Administrative costs include management fees relating to LQRC
charged directly to the Company by the Minority Interest.
Inter-company balances between the Company and LQRC are excluded
from this analysis.
5. Group operating loss
The Group's operating loss is stated after
charging/(crediting):
2011 2010
$ $
Employee costs (Note 10) 408,209 512,582
Rental of properties 117,129 136,541
Foreign exchange (gains)/losses (32,168) 45,157
Auditors'
remuneration - audit services 20,000 23,250
- non-audit services 19,700 132,469
___________ ___________
Non-audit fees consist of $5,200 (2010: $6,850) for tax
compliance services, $1,600 (2010: $9,300) for reviewing the
Group's half yearly results and the remainder in relation to a
potential acquisition.
6. Taxation
2011 2010
$ $
Current Tax
UK corporation tax - -
Overseas tax - -
Deferred tax - -
____________ ____________
- -
____________ ____________
The tax charge can be reconciled to the loss for the year as
follows:
2011 2010
$ $
Group loss before tax (1,801,751) (3,733,967)
___________ ___________
Tax at the standard rate of
UK corporation tax of 26%
(2010: 28%) (468,455) (1,045,511)
Effects of:
Expenses not deductible for
tax purposes 34,039 2,800
Abandonment costs paid - (12,280)
Discontinued operations 19,741 (2,195)
Temporary timing differences - (47,000)
Effect of differing tax rates (43,000) (80,000)
Tax losses carried forward 457,675 1,184,186
___________ ___________
Total current tax charge - -
___________ ___________
At the year-end date the Group had unused tax losses of $17.4
million (2010: $13.5 million) available for offset against suitable
future profits. A deferred tax asset has not been recognised in
respect of such losses due to the uncertainty of future profit
streams. The contingent deferred tax asset at 26% is estimated to
be $3.6 million (2010: $3.5 million).
7. Discontinued operations
Discontinued operations in the year ended 31 December 2011
consist of Black Rock Oil & Gas Sucursal, Colombia, which was
placed into liquidation on 14 February 2011 and in the year ended
31 December 2010 they consisted of the relinquishment of Licence
P1147 in the North Sea. The post-tax loss from the discontinued
operations is classified as a single line on face of the
consolidated statement of comprehensive income.
2011 2010
$ $
Impairment of exploration
assets - discontinuing operations - (4,274,000)
Write-back of loan - discontinuing
operations - 4,274,000
Reduction of provision for
decommissioning (Note 15) - 493,604
Loss on disposal (6,316) (7,841)
___________ ___________
(Loss)/profit from discontinued
operations (6,316) 485,763
___________ ___________
8. Loss per share
2011 2010
$ $
Total comprehensive loss attributable
to equity shareholders - Continuing (1,554,832) (2,954,246)
Total comprehensive loss attributable
to equity shareholders - Continuing
and Discontinued (1,561,148) (2,468,483)
Weighted average number of
shares in issue 232,160,407 232,160,407
___________ ___________
Cents Cents
Basic loss per share - Continuing (0.67) (1.27)
Basic loss per share - Continuing
and Discontinued (0.67) (1.06)
Basic earnings per share -
Discontinued - 0.21
___________ ___________
The diluted loss per share has been calculated using a weighted
average number of shares in issue and to be issued of 232,160,407
(2010: 232,160,407). The diluted loss per share has been kept the
same as the basic loss per share as the conversion of share
warrants decreases the basis loss per share, thus being
anti-dilutive (Note 16).
9. Parent Company income statement
In accordance with the provisions of the Section 408 of the
Companies Act 2006, the Parent Company has not presented an income
statement. The loss for the year ended 31 December 2011 of
$1,377,024 (2010: $1,622,933) has been included in the consolidated
statement of comprehensive income.
10. Employee costs
The employee costs of the Group, including Directors'
remuneration, are as follows:
2011 2010
$ $
Wages, salaries and fees 295,425 396,867
Social security costs 33,814 45,263
Pension costs 78,971 70,452
___________ ___________
408,210 512,582
___________ ___________
The number of employees at 31 December 2011 (including
Directors) was: 6 Directors and 1 staff. (2010: 6 Directors and 1
staff).
The above employee costs include the Company's Directors.
Further details of their remuneration are shown below and in the
Directors' Report:
2011 2010
$ $
Wages, salaries and fees 225,193 230,653
Social security costs 26,790 25,816
Pension contributions 78,971 58,827
___________ ___________
330,954 315,296
___________ ___________
11. Intangible assets
Group: Exploration Goodwill Total
and evaluation
assets
$ $ $
Cost
At 31 December 2009 16,711,430 1,006,794 17,718,224
Additions in 2010 540,976 - 540,976
Discontinued operations
- North Sea (6,121,951) - (6,121,951)
Loss on discontinued
operations (Note
7) (7,841) - (7,841)
___________ ___________ ___________
At 31 December 2010 11,122,614 1,006,794 12,129,408
Additions in 2011 169,686 - 169,686
Reclassified to Assets
Held for Resale (see
below) (11,292,300) - (11,292,300)
___________ ___________ ___________
At 31 December 2010 - 1,006,794 1,006,794
___________ ___________ ___________
Amortisation and
impairment
At 31 December 2009 (5,018,676) (1,006,794) (6,025,470)
Discontinued operations
- North Sea 1,847,951 - 1,847,951
___________ ___________ ___________
At 31 December 2010 (3,170,725) (1,006,794) (4,177,519)
Reclassified to Asset
Held for Resale (see
below) 3,170,725 - 3,170,725
___________ ___________ ___________
At 31 December 2011 - (1,006,794) (1,006,794)
___________ ___________ ___________
Net book value
At 31 December 2011 - - -
___________ ___________ ___________
At 30 December 2010 7,951,889 - 7,951,889
___________ ___________ ___________
The net book value of the exploration and evaluation assets can
be analysed in the following geographical areas:
2011 2010
$ $
Europe - -
South America - 7,951,889
___________ ___________
- 7,951,889
___________ ___________
Goodwill arose on the acquisition of the Company's subsidiary
undertakings. Goodwill was fully impaired in prior years.
On 6 June 2011, the Company announced it was seeking a buyer for
the Colombian beneficial interests held by its 51% owned
subsidiary, Las Quinchas Resource Corporation ("LQRC), or failing
that, for its shareholding in LQRC. In accordance with IFRS 5
("Non-Current Assets Held for Sale and Discontinued"), the book
values of the intangible exploration and evaluation assets and
their results from that date, a total of $8,121,575 are shown in
the Statement of Financial Position as "Asset Held For Sale" in
Current Assets. LQRC has no contractual future exploration
expenditure commitments.
As set out in notes 3.2 and 22, on 1 June 2012, the Company
announced that LQRC had entered into a conditional Assignment
Agreement for the sale of its 50 per cent. beneficial interest in
the Las Quinchas Association Contract. The total cash consideration
to be received by LQRC from the purchaser amounts to $16 million.
The proposed completion of the sale by LQRC is conditional, inter
alia, on the approval of Shareholders at a general meeting of the
Company to be held on 21 June 2012 and Ecopetrol approval.
The Directors have therefore concluded on the basis of the
information presently available to them that no impairment to the
book value of the exploration and evaluation assets at the year end
is required.
12. Investments in subsidiary undertakings
Loans to Shares
subsidiary in subsidiary
undertakings undertakings Total
$ $ $
Company
Cost
At 31 December 2009
and 2010 2,747,754 11,870,353 14,618,107
Disposals in 2011
(see (a) below) (2,747,754) (5,000) (2,752,754)
Return of capital
(see (b) below) - (652,304) (652,304)
___________ ___________ ___________
At 31 December 2011 - 11,213,049 11,213,049
___________ ___________ ___________
Impairment
At 31 December 2009 (2,747,754) (7,702,070) (10,449,824)
Impairment charge
for 2010 - (5,000) (5,000)
___________ ___________ ___________
At 31 December 2010 (2,747,754) (7,707,070) (10,454,824)
Disposals in 2011
(see (a) below) 2,747,754 5,000 2,752,754
___________ ___________ ___________
At 31 December 2011 - (7,702,070) (7,702,070)
___________ ___________ ___________
Net book values
At 31 December 2011 - 3,510,979 3,510,979
___________ ___________ ___________
At 31 December 2010 - 4,168,283 4,168,283
___________ ___________ ___________
(a) The disposal during 2011 results from the liquidation during
the year of Black Rock Oil & Gas Sucursal - branch which was
placed into liquidation on 14 February 2011 (see Note 7 -
Discontinued operations).
(b) On 22 November 2011 LQRC returned total capital of
$1,278,982 to its shareholders, being a reduction of $626,677 to
its 49% minority interest holder (see Note 17) and $652,304 to the
Company.
The Company's directly held subsidiary undertaking as at 31
December 2011 is:
Country
Name Ownership of incorporation Main activity
Las Quinchas Resource Oil and gas
Corporation 51% Barbados exploration
The Directors have assessed the carrying value of the subsidiary
company investment and in their opinion no impairment provision is
currently considered necessary.
13. Receivables
31 December 2011 31 December 2010
Group Company Group Company
$ $ $ $
Other receivables 1,040,747 25,306 87,135 41,077
Prepayments 95,272 93,269 35,439 32,514
___________ ___________ ___________ ___________
1,136,019 118,575 122,574 73,591
___________ ___________ ___________ ___________
Included in the Group's other receivables at 31 December 2011 is
$970,120 owed to LQRC by the 49% Minority Interest holder (see Note
17).
14. Trade and other payables
31 December 2011 31 December 2010
Group Company Group Company
$ $ $ $
Other payables
((a) below) 85,322 1,329,314 186,636 126,360
Shareholder loan
((b) below) 1,001,000 1,001,000 312,000 312,000
Accruals ((c)
below) 7,350,405 34,850 4,859,174 413,078
___________ ___________ ___________ ___________
8,436,727 2,365,164 5,357,810 851,438
___________ ___________ ___________ ___________
(a) Included in the Company's other payables at 31 December 2011
is $1,243,993 owed by the Company to LQRC.
(b) During 2010, the Company's largest shareholder, Cetus
Investment Resources Inc, made available to the Company an
unsecured, non-interest bearing Loan of up to GBP650,000, of which
GBP650,000 ($1,001,000) was drawn at 31 December 2011 (2010:
GBP200,000 ($312,000)).
(c) Included in accruals at 31 December 2011 is unpaid operator
billings of $4,407,876 (2009: $4,580,365). Interest of $152,968 was
charged by the operator during 2011 on the unpaid billings (2010:
$270,051).
Also included in accruals at 31 December 2011 is $2,880,000
received by LQRC pursuant to a conditional Letter of Intent dated 1
November 2011 related to a possible sale of its 50% beneficial
interest in the Las Quinchas Association Contract (see Note 22 for
subsequent events on this sale transaction).
15. Provision for decommissioning
The Directors have considered environmental issues and the need
for any necessary provision for the cost of rectifying any
environmental damage, as might be required under local legislation
and the Group's licence obligations. In their view, apart from the
provision for decommissioning of $204,164 in the consolidated
statement of financial position (see below), no further provision
is necessary at 31 December 2011 for any future costs of
decommissioning or any environmental damage.
Group Company
$ $
At 31 December 2009 679,559 537,460
Paid in year 2010 (43,856) (43,856)
Reduction of provision
on relinquishment (discontinued
operations (Note 7)) (493,604) (493,604)
Change in estimate 44,150 -
Foreign exchange loss 7,037 -
Unwinding of discount 13,940 -
At 31 December 2010 207,226 -
Foreign exchange gain (3,062) -
At 31 December 2011 204,164 -
====================== ======================
16. Share capital
31 December
2011 & 2010
Group and Company
Number
Authorised capital
1,445,235,888 ordinary
shares of 1p each 1,445,235,888
___________
21,031,688 deferred shares
of 24p each 21,031,688
___________
$
Allotted, called up and
fully paid
232,160,407 ordinary shares
of
1p each 3,501,369
21,031,688 deferred shares
of 24p each 10,095,282
___________
13,596,651
___________
The Company's share price ranged between 0.98p and 8.0p during
the period. The closing share price as at 31 December 2011 was
1.45p per share.
17. Minority interests
Group Group
2011 2010
$ $
Called up share capital 3,373,323 4,000,000
Accumulated losses (2,130,013) (1,889,410)
___________ ___________
1,243,310 2,110,590
___________ ___________
The minority interests at 31 December 2011 represent a 49%
holding by Alange Alberta Inc. in Las Quinchas Resource
Corporation. During the year a total capital of $626,677 was
returned to the minority interest.
18. Financial instruments
Interest rate risk
At 31 December 2011 the Group had US Dollar cash of $683,473,
and Pound Sterling cash of GBP91,896. The Company's exposure to
interest rate risk, which is the risk that a financial instrument's
value will fluctuate as a result of changes in market interest
rates on classes of financial assets and financial liabilities, was
as follows:
31.12.2011 31.12.2010
Floating Floating
interest Non-Interest interest Non-Interest
rate Bearing rate Bearing
$ $ $ $
Financial
assets:
Cash at bank* - 824,993 - 1,360,698
___________ ___________ ___________ ___________
* Of the cash balance at 31 December 2011, $705 was held by
LQRC, a 51% owned subsidiary (2010: $1,279,742) and $824,288 by the
Company (2010: $80,265).
Financial liabilities
At 31 December 2011 the Group had no financial liabilities.
Net fair value
The net fair value of financial assets and financial liabilities
approximates to their carrying amount as disclosed in the balance
sheet and in the related notes.
Financial risk management
The Directors recognise that this is an area in which they may
need to develop specific policies should the Group become exposed
to further financial risks as the business develops.
Capital risk management
The Group considers capital to be its equity reserves. At the
current stage of the Group's life cycle, the Group's objective in
managing its capital is to ensure funds raised meet the exploration
and other expenditure commitments. The Group ensures it is meeting
its objectives by reviewing its KPIs to ensure its exploration
activities are progressing in line with expectations, controlling
costs and placing unused funds on deposit to conserve resources and
increase returns on surplus cash held.
19. Future exploration expenditure
The Group has no contractual future exploration expenditure
commitments.
20. Related party transactions and compensation of key management personnel
Key management of the Group is considered to be the Directors of
the Company. There are no transactions with the Directors other
than their remuneration and interests in shares. During the year
ended 31 December 2011 the Company was charged a total of $119,663
for reimbursement of office rent, rates and services by
subsidiaries of United Paramount Holding Corp (Note 21) (2010:
$149,389), of which $48,927 was outstanding at the end of 2011
(2010: $76,678). A further $1,001,000 was due under the Cetus Loan
at 31 December 2011 (2010: $312,000) (Note 14).
The year ended 31 December 2011 includes management fees of
$66,000 payable to the 49% minority interest party in LQRC, Alange
Alberta Inc.
The remuneration of Directors is set out below in aggregate for
each of the categories specified in IAS 24 'Related Party
Disclosures'. Further information about the remuneration of
individual Directors is shown in the Directors' Report and Note
10.
2011 2010
$ $
Short-term employee benefits 225,193 222,653
Post-employment benefits 78,971 58,827
___________ ___________
304,164 281,480
___________ ___________
21. 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
Corp. Mr Hashwani is beneficially interested in the entire issued
share capital of United Paramount Holding Corp and is therefore the
ultimate controlling party.
22. Subsequent events
As set out in note 3.2, on 1 June 2012, the Company announced
that its 51% owned subsidiary, LQRC, had entered into a conditional
Assignment Agreement for the sale of its 50 per cent. beneficial
interest in the Las Quinchas Association Contract. Woburn's share
of the net disposal proceeds is estimated to amount to
approximately US$4.5 million after expenses and settling existing
liabilities of LQRC. The proposed completion of the sale by LQRC is
conditional, inter alia, on the approval of Shareholders at a
general meeting of the Company to be held on 21 June 2012. Fuller
details have been set out in a circular to shareholders.
23. Other
The financial information in this announcement has been derived
from the Company's statutory accounts for the year ended 31
December 2011, which were approved by the Directors on 1 June 2012
and on which the auditors have given an unqualified opinion. The
financial information set out in this announcement does not
constitute statutory accounts. Statutory accounts for the year
ended 31 December 2011 will be delivered to the Registrar of
Companies in accordance with the Companies Act. The financial
information for the year ended 31 December 2010 is derived from the
Company's statutory accounts, which have been delivered to the
Registrar of Companies and on which the auditors gave an
unqualified opinion.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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