RNS Number:9653A
Creon Corporation PLC
04 April 2006
Creon Corporation plc
4 April 2006
Creon Corporation plc
Annual Report
Creon Corporation plc ("the Company" or "Creon") is pleased to announce its
results for the year ended 31 January 2006.
Chairman's Statement
I am delighted to present this first annual report to shareholders since the
Company's incorporation on 27 August 2004. Pages 16-24 show the financial
performance of the Company from this date to 31 January 2006. This first
financial period for the company consists of 17 months.
Creon was formed to provide mezzanine finance to residential property developers
in the UK. Whilst the Company is relatively new its business is based upon the
experience of the Directors in terms of managing a quoted company and the
experience of the partners of Creon Equity LLP in terms of experience in the
property sector generally and the provision of mezzanine finance in particular.
Creon achieved admission of its ordinary shares to trading on AIM on 25 November
2004. We regard this as an important step in the development of Creon as a
business as it was at this time that the first material funds were invested into
the Company. The admission to trading on AIM also substantially increased our
profile in the property sector generally which has helped us in the generation
of potential deal flow.
Fundraising
Prior to admission to AIM we undertook two major fundraisings which raised
#85,000 and #399,960 respectively. Since admission two further material
fundraisings were undertaken, the first of which occurred at the time of our
admission to trading on AIM in November 2004, when #1,000,000 (excluding issue
costs) was raised. In addition we successfully completed additional
fundraisings of #1,600,000 and #160,000 (excluding issue costs) at 45 pence per
share. These latter fundraisings were through the exercise by Creon of an
option agreement with Forestdale Trading Limited, the details of which were
announced at the time of our admission to AIM.
These fundraisings resulted in a total of #3,252,960 (excluding issue costs)
being raised.
The Directors believe that, from an operational point of view it would be in the
Company's interests to have access to further additional funds in order to
increase the number of financings provided by the Company and so spread the
operational costs of the Company over a larger portfolio of assets. We have
consequently begun discussions with a number of financial organisations with a
view to generating debt finance for Creon secured against the assets of the
Company. The Directors have discussed this issue over a number of months with a
variety of advisors and are fully aware of the leverage effect resulting from
the use of debt. In the event that the directors succeed in raising debt
finance the investment of the resulting funds will be carefully controlled.
Strategy
The Directors believe that the market for the provision of equity finance for
small and medium-sized residential developers is poorly served by existing
sources which are often expensive or of an informal and uncertain nature. This
has allowed Creon to develop a business that provides mezzanine level finance to
developers, providing an attractive level of return within an acceptable level
of risk.
Creon's approach is to maximise the return on its funds, at the same time as
minimising its exposure to uncontrollable risks. The preference, therefore, is
to provide finance on projects that can be completed within 18 months from
acquisition of the site and for the residential development to appeal to a large
pool of potential purchasers.
Operations
Creon intends to keep operating costs to a minimum in order to maximise the
funds available for lending. In addition the Directors wish to ensure that
there is a wide spread of financing opportunities available to the Company which
have been reviewed by an independent and experienced team. Creon therefore
entered into a consultancy agreement with Creon Equity LLP (the "Manager") which
provides the Directors with specialist advice regarding the provision of finance
to developers. The details of this management agreement were finalised and
entered into at the time of our admission to AIM. In summary the Manager is
expected to:
(i) Identify, evaluate, negotiate and process suitable opportunities for Creon
to provide mezzanine finance to small and medium sized residential property
developers;
(ii) Provide to Creon's Board sufficient information on suitable opportunities
in order that the Directors can make an informed decision on whether Creon
should proceed with a financing opportunity;
(iii)Provide all necessary documentation to the Board in respect of each
project;
(iv) Manage the related transaction and report on the underlying property
development so that Creon is repaid, together with its agreed fee, on time
and in full; and
(v) Provide to Creon, in a timely manner, appropriate accounting records in
respect of each project undertaken.
It is expected that all investment decisions will be based upon recommendations
made by the Manager but there is no obligation upon the Directors to accept a
recommendation.
The partners of Creon Equity LLP are as follows:
Jonathan Samuel Lavy FCA
Jonathan Lavy is a Chartered Accountant with many years experience in
professional practice. He has subsequently been involved in the property
industry as a principal over the last 22 years and has built up extensive
experience of commercial property investment, debt and equity financing and
residential property development. He has invested as principal and in
conjunction with partners and been responsible for evaluating investments,
related financial modelling, sensitivity and long term risk analysis together
with project management of refurbishment and renovation projects. He has also
been a provider of mezzanine finance to residential property developers.
Roger Malcolm Holbeche FRICS
Roger Holbeche is a Chartered Surveyor and been involved in residential and
commercial property development since qualifying. He was co-founder, chairman
and chief executive of The Embassy Property Group plc, an AIM listed company
which was primarily involved in commercial property development and investment,
construction and house building; Roger had specific responsibility to promote
and co-ordinate strategy as well as for the development subsidiary and
commercial development financing. He has also subsequently been responsible for
investing in and project managing warehouse, office and residential development
schemes in his private capacity where he had responsibility for negotiating the
purchase of sites and subsequent sale of the developments. He has also been a
provider of mezzanine finance for residential developers.
Loans
The loans committed as at 31 January 2006 were for #400,000, #390,000 and
#700,000. These had been drawn down as at 31 January 2006 to the extent of
#400,000, #367,490 and #191,000 respectively for a development of: eight houses
in the Midlands; five houses in Cornwall and seven flats plus a nursery site in
Wimbledon. These developments are expected to be completed during the current
financial year (which ends on 31 January 2007). The Directors have recently
agreed a further two new loan proposals totalling #1.1 million and are
considering a range of other proposals for developments of both flats and
houses.
The Directors are also planning to broaden Creon's operational base by setting
up a property investment subsidiary to complement its mezzanine finance
activities. As a consequence the Managers are currently investigating a number
of investment opportunities which reflect the Directors' intention to build a
high quality commercial investment portfolio.
Share Price
We successfully completed a placing and an introduction to trading on AIM, with
trading in the Company's shares commencing on 25 November 2004. Trading volumes
in the Company's ordinary shares has been very low since admission. The
admission price was 50p per share and there has not been significant movement in
this price in the 18 months since admission. Given the nature of the activities
of the Company which involve the provision of finance for a period of
approximately 12 months there has been little news to date that was likely to
influence the share price materially. We do expect that as additional
financings are made and as financings are repaid there will be an increase in
the momentum of the company's activities. We hope that this will be reflected
in our share price.
Outlook
The Directors believe that Creon has made good progress in the development of a
business in a niche area of property related finance. We are very aware that we
need to expand and grow the activities of the Company in order to achieve growth
in the value of the Company. We intend to achieve this by expanding the amount
of finance we have available through leveraging our existing equity finance and
we are also looking at a number of other property related finance opportunities
that are being introduced to us. We continue to review a wide range of
potential mezzanine finance opportunities and are confident that those
investments we have made will be realised in a profitable and timely manner. We
therefore remain optimistic about the future.
Jonathan Freeman
4 April 2006
Board of Directors
Jonathan Freeman (aged 40)
Executive Director
Jonathan graduated with a degree in Business Studies from Stirling University in
1988 and gained an MBA from Warwick University in 1993. From 1988 to1993 he was
a contract manager of a property refurbishment company, becoming a director in
1991. He worked within corporate finance and was involved in the creation and
launch of the pan European stock market EASDAQ which was subsequently taken over
by NASDAQ. He is currently a non-executive Director of Cobra Capital Limited,
Equity Pre IPO Investments Limited, both of which are strategic investment
companies quoted on AIM, Futura Medical plc, a healthcare company quoted on AIM
and where he is the senior independent director and Syndicate Asset Management
plc, a fund management company quoted on AIM.
James Barder (aged 46)
Non- Executive Director
James previously worked in the field of insurance and finance. In 1995 he was
instrumental in setting up and was Managing Director of a new investment banking
division within AON Corporation called Aon Capital Markets Limited. James is
currently Chief Executive of Futura Medical plc, a healthcare company quoted on
AIM. He is also a director of Lorega Claims and Underwriting Ltd, an insurance
claims and loss adjusting service company.
Corporate Governance
Creon Corporation plc was admitted to trading on AIM on 25 November 2004. As
such it is not governed by the Combined Code on Corporate Governance. However,
the Board is committed to complying with best practice where appropriate. This
includes evaluating Directors' performance, the management of the Company, and
ensuring that it maintains full and effective control over appropriate
strategic, financial, operational and compliance issues.
There is no separate Audit Committee as the Board considers, that given its
current size, all members of the Board should participate in those roles and
responsibilities normally reserved for such a committee. Therefore, the full
Board of Directors will provide a forum for reporting by the Company's external
auditors.
During the period ended 31 January 2006 the Board discharged these
responsibilities by:
* Reviewing the Company's draft annual financial statements and interim
results statement prior to Board approval and reviewing the external
auditors' detailed report when applicable
* Reviewing the appropriateness of the Company's accounting policies
* Reviewing and proposing to the Board the audit fee
* Reviewing the terms of engagement for the audit
* Reviewing the internal controls operated in relation to the Company's
business
* Reviewing the performance of the Company's advisers
The Company does not have an independent internal audit function as it is not
deemed appropriate given the size of the Company and the nature of the Company's
business. However the Board considers annually whether there is a need for such
a function.
Relations with Shareholders
The Directors seek to build a mutual understanding of objectives between the
Company and its shareholders. The Company reports formally to shareholders in
its interim and annual reports setting out details of its activities. In
addition, the Company keeps shareholders informed of events and progress during
the year through the issue of press releases. The Company is working to create
an investor relations page on its website (www.creoncorporation.com). Financial
statements will be published on the Company's website. The maintenance and
integrity of the Company's website will be the responsibility of the Directors.
The Directors' responsibility also extends to the ongoing integrity of the
financial statements contained therein.
Shareholders have the opportunity to meet the Board at the AGM. The Board is
also happy to respond to any written queries made by shareholders during the
course of the year, or to meet with major shareholders if so requested.
At the AGM, in addition to undertaking the formal business of the meeting, the
Board and representatives of the management team are available to answer any
questions shareholders may have.
The Registrars collate proxy votes and the results (together with the proxy
forms) are forwarded to the Company Secretary immediately prior to the AGM. In
order to comply with the revised Combined Code, proxy votes are announced at the
AGM, following each vote on a show of hands, except in the event of a poll being
called. The notice of the next adjourned AGM and proxy form can be found at the
end of these financial statements.
Where possible the Annual Report is sent to shareholders at least 20 working
days before the Annual General Meeting. Directors are required to attend Annual
General Meetings of the Company unless unable to do so for personal reasons or
due to pressing commercial commitments. Shareholders are given the opportunity
to vote on each separate issue. The Company counts all proxy votes and will
indicate the level of proxies lodged on each resolution, after it has been dealt
with by a show of hands.
Internal Control
The Directors of the company have overall responsibility for the Company's
system of internal control. Internal control systems are designed to meet the
particular needs of the Company and the risks to which it is exposed. By their
nature these controls can provide reasonable but not absolute assurance against
material misstatement or loss.
The Board's appointment of Noble Corporate Management Limited as Company
Secretary has delegated much of the administration of the Company to Noble
Corporate Management Limited which has an established system of control,
including internal financial controls, to enable it to ensure that proper
accounting records are maintained and that the financial information for use
within the business and for reporting to shareholders is accurate and reliable
and that the Company's assets are safeguarded. This delegation of
administration by the Board, and the use of Noble Corporate Management Limited,
is monitored by the Board with regards to its appropriateness and with regard to
the performance of Noble Corporate Management Limited in carrying out its work
on behalf of Creon.
Going Concern
After due consideration, the Directors believe that the Company has adequate
resources for a period of at least 12 months from the date of approval of the
financial statements, and consequently that it is appropriate to apply the going
concern principle in preparing the financial statements.
Financial Reporting
The Directors' statement of responsibilities for preparing the accounts is set
out on page 13 and a statement by the Auditors about their reporting
responsibilities is set out in the Auditors' Report on page 14.
Directors' Report
The Directors have pleasure in presenting their first report together with the
financial statements for the period ended 31 January 2006.
Activities
The Company was incorporated on 27 August 2004 and was admitted to trading on
AIM on 25 November 2004.
The principal activity of the Company is the provision of mezzanine finance to
small and medium sized UK residential property developers.
Results and review of business
The results for the period to 31 January 2006 are set out in the accompanying
financial statements and attached notes. The Directors consider that the
Company's performance was satisfactory. The Directors propose that no dividend
be paid in respect of the period.
Issue of shares
During the period to 31 January 2006, the Company issued 10,036,110 Ordinary
shares of 1p each, raising gross funds totalling #3,252,960.
Directors
The Directors of the Company during the period were:
AC1 Directors Limited (appointed 27/08/2004, resigned 27/08/2004)
Jonathan Freeman (appointed 27/08/2004)
James Barder (appointed 24/09/2004)
None of the Directors who held office at the end of the financial period had any
interest in the share capital, loan capital or share options of the Company, nor
does any person connected with the Directors have any such interests, whether
beneficial or non-beneficial.
Directors' Service Agreements and Letters of Appointment
On 22 October 2004, Combined Management Services Limited ("CMS") entered into
two separate consultancy agreements with the Company, the terms of which are as
follows:
(a) pursuant to the first agreement, CMS has agreed to provide the Company
with the services of Jonathan Freeman as an executive director for a fee of
#20,000 per annum. The agreement is terminable by 3 months' notice on
either side; and
(b) pursuant to the second agreement, CMS has agreed to provide the Company
with the services of Jonathan Freeman to perform various administrative and
support services to the Company for a fee of #20,000 per annum. The
agreement is terminable by 3 months' notice on either side.
Jonathan Freeman owns 50% and is a director of CMS.
Management
Creon Equity LLP is appointed as a manager to identify, evaluate, and process
suitable opportunities for the Company to provide mezzanine finance to
residential property developers. Creon Equity LLP receive 3% per annum of the
value of funds already invested and funds still available for investment plus
15% of the gross profits.
Creon Equity LLP is not a related party.
Substantial Shareholdings
Shareholders on the Shareholder Register with more than a 3% interest in the
Company's share capital at 31 January 2006 are detailed below:
Shareholder % of share holding
Alderwood Management Limited 5%
E*Trade Securities Limited 34%
HSBC Custody Nominee Limited 36%
Pinnacle Limited 6%
ROY Nominees Limited 6%
Vidacos Nominees Limited 6%
Creditors Payment Policy and Practice
It is the company's payment policy and actual practice to ensure settlement of
suppliers' invoices in accordance with the stated terms of the invoices.
Auditors
A resolution to reappoint BDO Stoy Hayward LLP as auditors was proposed and
passed at the Annual General Meeting held on 24 February 2006.
By order of the board
Stephen Churchill
For and on behalf of Noble Corporate Management Limited
Company Secretary
Edinburgh
4 April 2006
Directors' Remuneration Report
The Board has prepared this report in accordance with the requirements of
Schedule 7A to the Companies Act 1985.
Directors' Fees
The Board considers at least annually the level of the Directors' fees, in
accordance with the Combined Code on Corporate Governance. The Company Secretary
provides information on comparative levels of Directors' fees to the Board in
advance of each review.
The Board concluded following the review of the level of Directors' fees for the
forthcoming year that the amounts should remain unchanged at present.
Policy on Directors' Fees
The Board's policy is that the level of remuneration should be sufficient to
attract and retain the Directors needed to oversee properly the Company and to
reflect the specific circumstances of the Company, the duties and
responsibilities of the Directors and the value and amount of time committed to
the Company's affairs. It is intended that this policy will continue for the
year ending 31 January 2007 and subsequent years.
The fees for the non-executive Directors are determined in accordance with the
Company's Articles of Association. Non-executive Directors are not eligible for
bonuses, pension benefits, share options, long-term incentive schemes or other
benefits.
Directors' service contracts
Jonathan Freeman's services as Director are provided through an open ended
agreement with Combined Management Services Limited, with a 3 month notice
period.
A service agreement exists between the Company and James Barder with a 3 month
notice period.
Directors' emoluments for the period (audited)
The Directors who served during the period received remuneration either in the
form of fees or emoluments:
Fees or emoluments
#000s
Jonathan Freeman* 55
James Barder 14
*fees paid to a third party in respect of Directors' services
Emoluments are stated net of Employer's national insurance contributions where
appropriate.
No pension scheme contributions or other retirement benefit contributions were
paid.
There are no share option contracts held by the Directors or long term incentive
schemes.
No Directors' contract has a notice period in excess of one year.
No Director had any interest in any contract to which the Company is a party.
The Directors' Remuneration Report on pages 11 and 12 was approved by the Board
of Directors on 4 April 2006 and signed on its behalf by Jonathan Freeman.
On behalf of the Board,
Jonathan Freeman
Director
4 April 2006
Statement of Directors' Responsibilities
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 profit or loss of the company for that period. In preparing
those financial statements, the directors are required to:
* select suitable accounting policies and then apply them consistently;
* make adjustments 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 are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. 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.
Report of the independent auditors to the shareholders of Creon Corporation plc
We have audited the financial statements of Creon Corporation plc for the period
ended 31 January 2006 on pages 16 to 24 which have been prepared under the
accounting policies set out on page 19.
Respective responsibilities of directors and auditors
The directors' responsibilities for preparing the annual report and the
financial statements in accordance with applicable law and United Kingdom
Accounting Standards are set out in the Statement of Directors'
Responsibilities.
Our responsibility is to audit the financial statements in accordance with
relevant legal and regulatory requirements and United Kingdom Auditing
Standards.
We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report to you if, in our opinion, the Directors' Report is not
consistent with the financial statements, if the company has not kept proper
accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law regarding
directors' remuneration and transactions with the company is not disclosed.
We read the Chairman's Statement, the Corporate Governance Report, the
Directors' Report and the Directors' Remuneration Report and consider the
implications for our report if we become aware of any apparent misstatements
within them.
Our report has been prepared pursuant to the requirements of the Companies Act
1985 and for no other purpose. No person is entitled to rely on this report
unless such a person is a person entitled to rely upon this report by virtue of
and for the purpose of the Companies Act 1985 or has been expressly authorised
to do so by our prior written consent. Save as above, we do not accept
responsibility for this report to any other person or for any other purpose and
we hereby expressly disclaim any and all such liability.
Basis of audit opinion
We conducted our audit in accordance with United Kingdom Auditing Standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements,
and of whether the accounting policies are appropriate to the company's
circumstances, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
Opinion
In our opinion the financial statements give a true and fair view of the state
of the company's affairs as at 31 January 2006 and of its loss for the period
then ended and have been properly prepared in accordance with the Companies Act
1985.
BDO STOY HAYWARD LLP
Chartered Accountants
and Registered Auditors
London
Date: 4 April 2006
Profit and Loss Account
for the period ended 31 January 2006
2006
Note #
Turnover 2 219,233
Administrative expenses (320,773)
________
Operating loss 3 (101,540)
Interest receivable 45,825
Loss on ordinary activities before taxation (55,715)
Taxation 6 -
________
Retained loss for the financial period 11 (55,715)
Basic and diluted earnings per share (0.77)p
There were no recognised gains or losses other than the loss for the financial
period.
All amounts relate to continuing activities.
Balance Sheet
as at 31 January 2006
2006
Note #
Current assets
Debtors 7 1,128,542
Cash at bank 1,754,359
2,882,901
Creditors: amounts falling due within one year 8 (63,306)
________
Net current assets 2,819,595
________
Total assets less current liabilities 2,819,595
Capital and reserves
Called up share capital 9 100,361
Share premium account 10 2,774,949
Profit and loss account (55,715)
________
Equity shareholders' funds 11 2,819,595
The accounts were approved by the board of Directors on 4 April 2006.
Jonathan Freeman
Cash Flow Statement
For the period ended 31 January 2006
Note 2006 2006
# #
Net cash flow from operating activities 13 (208,286)
Returns on investment and servicing of finance
Interest received 45,825
Capital expenditure and financial investments
Mezzanine finance loans advanced (958,490)
Financing
Issue of ordinary share capital 3,252,960
Share issue costs (377,650)
2,875,310
_________
Increase in cash 1,754,359
Reconciliation of net cash flow to movement in net funds
Increase in cash in the period 14 1,754,359
_________
Change in net funds resulting from cash flows 14 1,754,359
Notes
(forming part of the financial statements)
1 Accounting policies
Basis of accounting
The financial statements have been prepared under the historical cost convention
and in accordance with applicable accounting standards and the Companies Act
1985.
Turnover
Turnover represents the arrangement fees due in respect of mezzanine finance
advances and these are spread on a straight-line basis over the loan terms.
Deferred taxation
Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the balance sheet date, except that:
* The recognition of deferred tax assets is limited to the extent that the
company anticipates making sufficient taxable profits in the future to
absorb the reversal of the underlying timing differences.
Financial Instruments
Finance provided by the Company is in the form of mezzanine finance which is
included in debtors and is stated at the amount of the funds advanced net of any
provision for potentially irrecoverable amounts.
2 Turnover
Turnover is wholly attributable to the principal activity of the company and
arises solely within the United Kingdom.
3 Operating loss
2006
#
Loss on ordinary activities before taxation is stated after charging:
Auditor's remuneration - for audit work 11,200
In addition to the above, the auditors received non-audit fees of #11,820 which
have been debited to the share premium account.
Notes
(forming part of the financial statements)
4 Earnings per share
The earnings per share for the period was (0.77)p. The calculation of earnings
per share is based on the loss of #55,715 for the period from 27 August 2004 to
31 January 2006 and the weighted number of shares in issue (7,212,616) from the
date of admission to trading on AIM until 31 January 2006. Prior to admission,
the Company had not started trading.
5 Staff numbers and costs
The average monthly number of employees of the Company during the period
including Directors was two.
The aggregate remuneration and associated costs of the Company's employees were:
2006
#
Wages and salaries 14,000
Social security costs 653
Pension costs -
14,653
Directors' emoluments
2006
#
Amounts paid to third parties in respect of Directors' services 54,520
Emoluments 14,000
68,520
Notes
(forming part of the financial statements)
6 Taxation
2006
#
Analysis of charge in the period
Corporation tax on loss for the period -
Factors affecting tax charge in the period
Loss on ordinary activities before tax (55,715)
UK Corporation Tax at the standard rate of tax of 30% (16,714)
Losses carried forward 16,714
-
As at 31 January 2006 the Company had trade losses of #55,715 available to carry
forward to set off against future profits.
7 Debtors
2006
#
Prepayments and accrued income 170,052
Mezzanine finance advances 958,490
1,128,542
All amounts fall due for payment within one year.
No interest is receivable in respect of the mezzanine finance advances.
Mezzanine finances are advanced by the Company for a maximum period of 12 months
and are for the purpose of property development. The finance is secured against
the properties being developed.
The Company's financial instruments consist of cash and mezzanine finance. The
risks associated with these are interest rate risk and the potential
non-recoverability of the loans. Interest rate risk is monitored through cash
flow management and the placing of cash on interest bearing deposit accounts.
The risk of potential non-recoverability of the loans is reduced by closely
considering each loan applicant before agreeing to the loan facility and by
securing the loans against property.
Notes
(forming part of the financial statements)
8 Creditors: amounts falling due within one year
2006
#
Accruals 62,778
Other taxation and social security 528
63,306
9 Share capital
2006
#
Authorised
50,000,000 Ordinary shares of 1p each 500,000
Allotted, called up and fully paid
10,036,110 Ordinary shares of 1p each 100,361
During the period the company issued 10,036,110 Ordinary Shares of 1p each as
detailed below:
Price per share Total Gross Issue
Proceeds
# #
Date No of shares allotted
27/08/04 200 0.01 2
25/10/04 799,800 0.01 7,998
03/11/04 2,125,000 0.04 85,000
10/11/04 1,200,000 0.33 399,960
25/11/04 2,000,000 0.50 1,000,000
04/11/05 3,555,555 0.45 1,600,000
04/11/05 355,555 0.45 160,000
Total 10,036,110 3,252,960
The company was incorporated with authorised share capital of #50,000 divided
into 50,000 ordinary shares of #1 each of which two ordinary shares of #1 each
were issued. On 22 October 2004, each issued and un-issued ordinary share of #1
was sub-divided into 100 ordinary shares of 1p each and the authorised share
capital of the company was increased from #50,000 to #500,000 by the creation of
45 million ordinary shares of 1p each.
On 25 October 2004, the Company issued and allotted 300,000 warrants to each of
Roger Holbeche and Jonathan Lavy. In relation to each holding, 100,000 warrants
were exercisable from 25 November 2005 at a price of 60p per share, 100,000 are
exercisable on 25 November 2006 at a price of 70p per share and 100,000 are
exercisable on 25 November 2007 at a price of 80p per share. Each warrant
entitles the holder to subscribe for one new Ordinary share. The final exercise
date for all warrants is 25 November 2008. The warrants have been issued for no
consideration and to date no warrants have been exercised.
Notes
(forming part of the financial statements)
10 Share premium account
2006
#
Shares issued 3,152,599
Share issue expenses (377,650)
2,774,949
11 Reconciliation of movements in shareholders' funds
2006
#
Opening shareholders' funds -
Issue of shares - share capital 100,361
Issue of shares - share premium 2,774,949
Loss for the financial period (55,715)
Shareholders' funds at 31 January 2006 2,819,595
12 Asset Value per share
The net asset value per share at 31 January 2006 was #0.28. It is based on the
Net Assets as at 31 January 2006 of #2,819,595 and on 10,036,110 shares, being
the number of shares in issue at that date.
13 Cash flow from operating activities
2006
#
Operating loss (101,540)
Increase in debtors (170,052)
Increase in creditors 63,306
________
(208,286)
14 Analysis of net funds
Cash flow As at 31 January
2006
# #
Cash in hand and at bank 1,754,359 1,754,359
Debt payable within 1 year - -
Debt payable after 1 year - -
________ ________
Total 1,754,359 1,754,359
Notes
(forming part of the financial statements)
15 Capital commitments
There were no capital commitments at the period end.
16 Post balance sheet events
Since 31 January 2006, the Directors have agreed two further loans to
developers. These loans total #1.1 million and both loans are repayable within
12 months and are secured against property.
17 Related Party Transactions
The following information is provided in accordance with Financial Reporting
Standard 8 as being transactions with related parties for the period:
Name of related party Nature of relation Transaction type Amount Balance
# #
Combined Management Jonathan Freeman, Directors fees 27,260 Nil
Services Limited Director of Creon is a 50%
shareholder in Combined
Management Services Limited
Combined Management Jonathan Freeman, Admin & support 27,260 Nil
Services Limited Director of Creon is a 50% services
shareholder in Combined
Management Services Limited
Jonathan Freeman Director Fee for creation of 50,000 Nil
the Company and
the strategy
18 Period of the financial statements
These financial statements cover the period from 27 August 2004, being the date
of incorporation, to 31 January 2006.
Copies of the Annual Report for the year ended 31 January 2006 are being sent to
shareholders. Further copies will be available from the Company Secretary's
office: Noble Corporate Management Limited, 120 Old Broad Street, London, EC2N
1AR
For further information, please contact:
Jonathan Freeman, Director Tel: +44 (0) 1600 750 432
This information is provided by RNS
The company news service from the London Stock Exchange
END
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