QUORAM PLC


AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2013


Quoram Plc ("Quoram" or the "Company) announces its audited financial results for the year ended 30 June 2013.


Highlights:



·

Net assets as at 30 June 2013 of
£3.22 million (2012:
£4.45 million); including cash balances of
£1.99 million (2012:
£1.28 million)


·

Transition from Oil and Gas Exploration company to Investing Company completed


·

First significant investment under the newly adopted investing policy made


James Ede-Golightly, Chairman, said:


"The focus of the company is now on implementing the investment policy with the aim of delivering growth in net asset value per share, as set out in the circular published on 18 March 2013. The company continues to monitor potential investments using our highly selective approach with a view to increasing shareholder value going forward."


A full copy of the Company's Annual Report and Accounts for the year ended 30 June 2013, together with the Notice of Annual General Meeting, will shortly be posted to shareholders and is available on the Company's website at www.quoram.co.ukwithin the Investor Relations section.


The Company's Annual General Meeting will be held on 4 November 2013 at 2.00 p.m. at the offices of WH Ireland, 24 Martin Lane, London, EC4R 0DR.


Enquiries :


Quoram Plc

James Ede-Golightly, Chairman

+44 (0)207 0997264


WH Ireland Limited (Nominated adviser)

John Wakefield, Corporate Finance

+44 (0) 117 945 3470


The year ended 30 June 2013 marked significant change for Quoram Plc as the company exited its previous strategy in oil and gas and migrated to an investment company strategy. This transition was marked by a process of exiting the US oil and gas portfolio, changes to the board structure and a general meeting to approve the change of strategy and the change of company name from Bluebird Energy Plc to Quoram Plc.

In March 2013 the company raised
£1.88m through the placement of 470m new shares at 0.4 pence per share. The additional capital raised stabilised and strengthened the balance sheet ahead of the implementation of the new strategy.


The company's principal assets as at 30 June 2013 are outlined below:



Balance Sheet Value

Value per Share

37,055,245 Wessex Exploration Plc shares at1.27p (being the closing price on 30/6/2013)


£0.47m

0.04p

844,400 shares in Plant Health Care Plc at 80p (being the closing price on 30/6/2013)


£0.69m

0.07p

Cash balances (primarily in sterling)


£2.00m

0.21p

The holding in Wessex Exploration Plc ("Wessex") is the residual interest following the distribution of 27.7m shares by specie dividend in June 2012. Even after this distribution, Wessex constituted a majority of the balance sheet value at the beginning of the financial year. As a consequence of the decline in the Wessex share price and the additional capital raised, the significance of the Wessex interest to the balance sheet of Quoram has diminished. We remain focused on ensuring the company realises appropriate value from this stake in the medium term: the ultimate realisation is important in establishing a capital base to implement the new investment strategy. Given uncertainty around the value of the Wessex stake, the board has been cautious against pursuing an investment policy on the assumption of any realisation of the holding.

On 16 April 2013 Quoram initiated its new investing policy with an investment in Plant Health Care Plc. Plant Health Care's products increase crop yields by enhancing natural processes within the plant.
  The need for these products has never been greater.
  With world population now at more than seven billion and increasing prosperity leading to demand for more and better nutrition, agriculture is facing ever greater challenges to produce enough food in ways which are sustainable, especially when resources such as water are becoming scarcer and the climate less predictable. In the last year Plant Health Care has made significant changes to its board, strategy and management team. Combined with the additional capital raised by Plant Health Care in April 2013, we believe the company is now well positioned to implement its strategy over the coming years. Plant Health Care is AIM quoted and I would encourage shareholders interested in learning more about the company to review Plant Health Care's market releases.

In the legacy US oil and gas portfolio, Quoram exited its interests in Centurion Royalties in November 2012 and its 50% joint-venture interest in Revloc in February. Despite efforts to market the Solitaire acreage in Colorado as a Mississippian oil play, the company received no interest and the decision was taken to impair the value of these leases to nil. The company's leases over the Solitaire acreage expire between the second calendar quarter of 2013 and the first calendar quarter of 2014.

Board Changes

During the year significant changes were made to the structure of the board reflecting the shifting focus of the company from Oil and Gas exploration and production to a general investment policy.

In September 2012 Andy Yeo and Fred Dekker resigned as CEO and non-executive director respectively, while Gordon Hall joined the board as a non-executive director.

In August 2013 Chris Hill joined the board as finance director, having served as financial controller and company secretary since March 2013.

Financial Results

The financial results for the year were significantly impacted by the decline in the Wessex share price, impairments to the US oil and gas portfolio reflecting failure to attract interest in the acreage and the sale of Cimarron Royalties at a discount to carrying value.

Administrative expenses of
£852k include
£335k of non-cash costs related to the accelerated recognition of share based payments on the departure of former directors and management. Operating cash flows before changes in working capital improved to an outflow of
£0.4m compared to an outflow of
£1.6m in the prior financial year.

As a consequence of the decline in activity in the company's US based subsidiaries, the company's reporting currency has now changed to GBP.

Outlook

The focus of the company is now on implementing the investment policy with the aim of delivering growth in net asset value per share, as set out in the circular published on 18 March 2013. The company continues to monitor potential investments using our highly selective approach with a view to increasing shareholder value going forward.


Net asset value per share at 30 June 2013 was 0.33p per share: with the transition now complete and the Wessex stake now accounting for a small proportion of value, this is the reference point against which the board will judge the future success of the strategy.






RESTATED



2013

2012

Continuing operations:



£'000


£'000





Portfolio investment return


29

-

Impairment of available-for-sale investments


(154)

-

Other income


22

3

Portfolio return and revenue


(103)

3

Administrative expenses


(852)

(1,730)

Exceptional administrative expenses


(1,032)

(621)

Total administrative expenses


(1,884)

(2,351)

Operating loss


(1,987)

(2,348)





Finance income


4

4

Profit on disposal of available-for-sale investments




-

1,639

Share of losses of associates




-

(23)

Loss before taxation


(1,983)

(728)

Taxation




-

(5)

Loss for the financial year from continuing operations


(1,983)

(733)

Discontinued operations:




Loss for the financial year from discontinued operations




-

(267)

Loss for the financial year


(1,983)

(1,000)

Attributable to:




Equity shareholders of the Company


(1,983)

(1,000)





Loss per share from continuing and discontinued operations




Basic and diluted loss per share (p)


(0.31)

(0.20)

Loss per share from continuing operations




Basic and diluted loss per share (p)


(0.31)


 (0.15)




for the year ended 30 June 2013





RESTATED



2013

2012




£'000


£'000





Loss for the financial year


(1,983)

(1,000)

Other Comprehensive income




Items that may be reclassified subsequently to profit or loss:




Available-for-sale financial assets:




Fair value (losses)/gains arising during the year


(1,930)

2,429

Less: reclassification adjustments for gains in profit or loss


-

(1,639)

Tax movement on available-for-sale financial assets


451

(168)

Foreign exchange gains/losses on consolidation


24

(29)

Other comprehensive income for the financial year net of tax


(1,455)

593





Total comprehensive income for the financial year


(3,438)

(407)



as at 30 June 2013





RESTATED

RESTATED



2013

2012

2011




£'000


£'000


£'000

Assets





Non-current assets





Available-for-sale financial assets


473

2,557

1,866

Portfolio investments


688

-

-

Total portfolio investment assets held


1,161

2,557

1,866

Property, plant and equipment


-

494

607

Intangible assets


-

584

2,692



1,161

3,635

5,165

Current assets





Trade and other receivables


111

62

168

Cash and cash equivalents


1,991

1,279

388



2,102

1,341

556

Total assets


3,263

4,976

5,721






Liabilities





Current liabilities





Trade and other payables


(48)

(71)

(965)

Non-current liabilities





Deferred tax


-

(452)

(230)

Total liabilities


(48)

(523)

(1,195)

Net assets


3,215

4,453

4,526






Capital and reserves attributable to the Company's equity shareholders:





Share capital


2,420

1,245

689

Share premium account


3,813

3,123

1,573

Foreign exchange translation reserve


1,115

1,091

1,120

Retained earnings


(5,007)

(1,545)

961

Share-based payment reserve


874

539

183

Total equity


3,215

4,453

4,526





for the year ended 30 June 2013



Share capital

Share premium account

Foreign exchange translation reserve

Retained earnings

Share-based payment reserve

Total



£'000


£'000


£'000


£'000


£'000


£'000

Balance at 1 July 2010

601

13,931

1,120

(2,019)

106

13,739

Profit for the financial period

-

-

-

(10,938)

-

(10,938)

Other comprehensive income:







Fair value gain on available-for-sale financial assets



-



-



-

83



-

83

Tax on gain on available-for-sale investments



-



-



-

(96)



-

(96)

Capital reduction

-

(13,931)

-

13,931

-

-

Total comprehensive income

-

(13,931)

-

2,980

-

(10,951)

Share-based payments

-

-

-

-

77

77

Issue of share capital

88

1,667

-

-

-

1,755

Issue costs

-

(94)

-

-

-

(94)

Balance at 30 June 2011

689

1,573

1,120

961

183

4,526








Balance at 1 July 2011

689

1,573

1,120

961

183

4,526

Loss for the financial period

-

-

-

(1,000)

-

(1,000)

Other comprehensive income:







Fair value gain on available-for-sale financial assets



-



-



-

790



-

790

Tax on gain on available-for-sale investments



-



-



-

(168)



-

(168)

Foreign exchange gains on consolidation



-



-

(29)



-



-

(29)

Total comprehensive income

-

-

(29)

(378)

-

(407)

Share-based payments

-

-

-

-

356

356

Issue of share capital

556

1,665

-

-

-

2,221

Issue costs

-

(115)

-

-

-

(115)

Specie dividend

-

-

-

(2,128)

-

(2,128)

Balance at 30 June 2012

1,245

3,123

1,091

(1,545)

539

4,453








Balance at 1 July 2012

1,245

3,123

1,091

(1,545)

539

4,453

Loss for the financial period

-

-

-

(1,983)

-

(1,983)

Other comprehensive income:







Fair value loss on available-for-sale financial assets



-



-



-

(1,930)



-

(1,930)

Tax on loss on available-for-sale investments



-



-



-

451



-

451

Foreign exchange gains on consolidation



-



-

24



-



-

24

Total comprehensive income

-

-

24

(3,462)

-

(3,438)

Share-based payments

-

-

-

-

335

335

Issue of share capital

1,175

705

-

-

-

1,880

Issue costs

-

(15)

-

-

-

(15)

Balance at 30 June 2013

2,420

3,813

1,115

(5,007)

874

3,215





for the year ended 30 June 2013




2013

RESTATED

2012



£'000


£'000





Loss for the financial year


(1,983)

(1,000)





Finance income


(4)

(4)

Unrealised profit on revaluation of portfolio investments


(29)

-

Loss from associates


-

24

Share-based payment


335

356

Gain on disposal of investments


-

(1,639)

Loss on disposal of business


47

281

Expenses paid for discontinued operations


-

(267)

Revenue received from discontinued operations


-

(15)

Impairment of available-for-sale investments


154


Impairment of intangible assets


529

488

Impairment of land assets


503

133



(448)

(1,643)

Changes in working capital




Purchase of portfolio investments


(659)

-

Increase in trade and other receivables


(49)

(55)

Decrease in trade and other payables


(23)

(1,129)

Net cash outflow from operating activities


(1,179)

(2,827)

Cash flow from investing activities




Purchase of intangible assets


-

(100)

Purchase of available-for-sale investments


-

(536)

Proceeds from disposal of business


17

1,978

Interest received


4

4

Net cash generated from investing activities


21

1,346

Cash flow from financing activities




Proceeds on issue of new shares


1,880

2,226

Expenses of new share issue


(15)

(118)

Net cash generated from financing activities


1,865

2,108

Net increase in cash and cash equivalents


707

627

Cash and cash equivalents at beginning of financial year


1,279

388

Effects of exchange rate changes


5

264

Cash and cash equivalents at end of financial year


1,991

1,279




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