TIDMCRO
RNS Number : 9192F
Creon Resources PLC
22 June 2012
For immediate release: 22 June 2012
Creon Resources Plc
("Creon" or "the Company")
Unaudited results for year ended 31 January 2012
Creon Resources Plc (AIM: CRO), the resources related investment
company, is pleased to announce its unaudited results of Creon
Resources plc for the twelve months ended 31 January 2012.
Separately, the Company has today announced a partially
underwritten Open Offer to raise up to GBP12.1 million through the
issue of up to 2,416,429,088 Open Offer Shares at 0.5p per Open
Offer Share and the Notice of General Meeting in connection with
the Open Offer.
Jeswant Natarajan, CEO of Creon, commented:
"Today's announcement of the Company's intention to undertake
the Open Offer and raise further capital of up to approximately
GBP12.1 million (which is subject to shareholder approval) is, in
the directors opinion, extremely positive news for Creon given its
difficult historic trading performance since its inception, and
provides the directors with a number of possibilities in executing
its investment strategy in the oil and gas infrastructure
sector."
Full copies of the unaudited results, Open Offer circular,
Notice of GM and Proxy Form are available at the Company's website
www.creonresources.com.
For further information please contact:
Creon Resources plc
Jeswant Natarajan Tel: + 60 12 212 1332
Daniel Stewart & Company plc
Nominated Adviser & Broker
Paul Shackleton/James Felix Tel: + 44 (0) 20 7776 6550
GTH Communications Limited
Toby Hall/Suzanne Johnson-Walsh Tel: + 44 (0) 20 3103 3900
About Creon Resources plc
The Company's Investment Policy is to invest principally but not
exclusively in the resources and/or resources infrastructure
sectors, with no specific national or regional focus. The Company
may be either an active investor and acquire control of a single
company or it may acquire non-controlling shareholdings.
Investments made by the Company may be either quoted or
unquoted; made by direct acquisition or through farm-ins; may be in
companies, partnerships, joint ventures; or direct interests in
resources projects. Target investments will generally be involved
in projects in the exploration and/or development stage. The
Company's equity interest in investments may range from a minority
position to 100 per cent. ownership.
CREON RESOURCES PLC
UNAUDITED RESULTS FOR THE YEAR ENDED 31 JANUARY 2012
Dear Shareholder, I am pleased to present these unaudited
results of Creon Resources plc ("Creon" or the "Company") and its
subsidiaries ("the Group") for the year ended 31 January 2012.
Subscription and Open Offer
I am delighted to announce that Creon is seeking to raise up to
approximately GBP12.1 million through an open offer of up to
2,416,429,088 open offer shares at a price of 0.5p which has been
partly underwritten by a single subscriber under the terms of a
subscription agreement ("Open Offer"). The Open Offer (and the
subscription) is conditional on shareholder approval. A circular,
setting out the terms of the Open Offer, has today been sent to
shareholders, together with a notice convening a general meeting of
the Company for 11 July 2012. Subject to shareholders approving the
Open Offer, the directors intend to utilize the net proceeds of the
Open Offer both in supporting its operating overheads and in
executing its investment policy as approved by shareholders at the
Company's general meeting held on 16 December 2011.
Review of Creon's operations
During the financial year under review, the Company attempted to
maintain a low cost base whilst its directors endeavoured to raise
further funds and began considering suitable investment
opportunities and alternative sources of revenue for the
Company.
Pasha Loan
During the first half of the financial year ended 31 January
2012, the directors were made aware that the recovery of its
principal short term realizable asset, being the loan of GBP200,000
that it made to Pasha Investments V B.V. in February 2009 ("the
Pasha Loan") which, as at 31 January 2011, had a balance of
principal and interest due to Creon of GBP105,602, was in doubt.
The regular repayment of the Pasha Loan had been the principal
source of working capital for the Company during 2010 and the first
half of 2011, and Creon had received a further repayment of
GBP12,570 in March 2011 in accordance with the terms of the Pasha
Loan. Creon stated in its interim results for the six months ended
31 July 2011, which were announced on 31 October 2011, that the
recovery of the balance of the Pasha Loan was doubtful and that it
was making full provision against it.
Pinnacle Investment
In addition, during the year ended 31 January 2012, the
directors have taken an extremely prudent view of the carrying
value of the Company's GBP400,000 investment in 400,000 unquoted
preference shares of GBP1 each in Pinnacle Plus Limited
("Pinnacle") that it made in 2008 ("the Preference Share"). Despite
Pinnacle managing to trade profitably during its latest financial
year ended 30 April 2011, the directors believe that the full value
of this investment, together with interest due, may not, due to
conditions affecting Pinnacle, be realizable on its due date in
September 2013, and that it is appropriate to make a provision of
GBP380,000 against its recoverable value.
As a result of the doubtful recovery of the Pasha Loan, which
was the Company's principal source of working capital, Creon
consulted with its advisers during the middle of 2011 and, in
November 2011, Creon successfully carried out a shareholder
approved subscription to raise GBP278,000 of new monies from new
investors ("the 2011 Subscription") through the issue of
278,000,000 new ordinary shares of 0.1p. At the same time as the
2011 Subscription, Creon changed its investment strategy to focus
on the resources sector, changed its name from Creon Corporation
plc to Creon Resources plc, carried out a share capital
reorganization, welcomed Aamir Quraishi to the board as a
non-executive director and accepted the resignation of Rob
Eijkelhof.
Since the completion of the 2011 Subscription, the Company has
further welcomed Jeswant Natarajan to the board as Chief Executive
Officer in April 2012 with a mandate to lead the Company in its
quest to be a significant player in the resources sector. Jeswant
has a wealth of public company experience and we are delighted with
his appointment.
Financial review
There was no income generated in the year as the directors
continued discussions and negotiations with a number of investment
groups in respect of securing additional funding. Administrative
expenses of GBP172,030 (2011: GBP121,024) were up on the previous
year, although this increase is due entirely to the directors
taking a prudent approach in providing against non-collectability
of GBP35,987 of VAT potentially due from HMRC and a further
contingent liability of GBP25,103, being the aggregate of VAT
previously reclaimed from HMRC since Creon's VAT registration in
2008.
As a result of the increase in administration costs, together
with the 100% provision made against the recovery of the Pasha Loan
and the directors extremely prudent view of the carrying value of
the Company's investment in the Preference Share, the Company's
retained loss for the year was GBP645,276 (2011: GBP79,638)
resulting in a loss per share of 0.83 pence (2011: 0.18 pence).
The Group ended the year with net assets of GBP72,861 (2011:
GBP416,137), made up principally of cash of GBP104,257 (2011:
GBP330), trade and other payables (including the provision for VAT
potentially repayable) of GBP55,230 (2011: GBP31,058) and the
estimated carrying value of the Preference Share of GBP20,000
(2011: GBP400,000).
Investment policy
At the general meeting of the Company held on 16 December 2011
in connection with the 2011 Subscription, the Company's
shareholders approved, inter alia, the investment policy set out
below. The directors will be seeking approval of, inter alia, the
same investment policy as set out below at the annual general
meeting of shareholders, notice of which will be sent to
shareholders in due course.
It is proposed that the Company's Investment Policy will be to
invest principally, but not exclusively in the resources and/or
resources infrastructure sectors, with no specific national or
regional focus. The Company may be either an active investor and
acquire control of a single company or it may acquire
non-controlling shareholdings.
The proposed investments to be made by the Company may be either
quoted or unquoted; made by direct acquisition or through farm-ins;
may be in companies, partnerships, joint ventures; or direct
interests in resources projects. Target investments will generally
be involved in projects in the exploration and/or development
stage. The Company's equity interest in a proposed investment may
range from a minority position to 100 per cent. ownership.
The Company will initially focus on projects located in the
Middle East and Asia but will also consider investments in other
geographical regions.
The Company will identify and assess potential investment
targets and where it believes further investigation is required,
intends to appoint appropriately qualified advisers to assist.
The Company proposes to carry out thorough project review
processes in which all material aspects of any potential investment
will be subject to appropriate due diligence, as appropriate. It is
likely that the Company's financial resources will be invested in
either a small number of projects or potentially in just one
investment which potentially may or may not be deemed to be a
reverse takeover under the AIM Rules, depending on the
circumstances.
Where this is the case, the Company intends to mitigate risks by
undertaking appropriate due diligence processes. Any transaction
constituting a reverse takeover under the AIM Rules will be subject
to Shareholder approval. The possibility of building a broader
portfolio of investment assets has not, however, been excluded.
The Company intends to deliver shareholder returns principally
through capital growth rather than income distribution via
dividends. Given the nature of the Company's Investment Policy, the
Company does not intend to make regular periodic disclosures or
calculations of net asset value.
Director changes
Aamir Quraishi joined the board of the Company as a
non-executive director on 16 December 2011 and on the same day
Robert Eijkelhof resigned from the board. On 4 April 2012, Jeswant
Natarajan was appointed as an executive director and Chief
Executive Officer of the Company.
Current position and outlook
Today's announcement of the Company's intention to undertake the
Open Offer and raise further capital of up to approximately GBP12.1
million (which is subject to shareholder approval) is, in the
directors opinion, extremely positive news for Creon given its
difficult historic trading performance since its inception, and
provides the directors with a number of possibilities in executing
its investment strategy.
Since the appointment of Mr Natarajan in April 2012, Creon has
been examining several investment opportunities in line with the
Company's Investment Policy. The Company has recently identified a
potential joint venture investment and has entered into preliminary
discussions. No formal commitment has been made by any party and,
consequently, there is no certainty that this investment will take
place. Should the Board decide to proceed further with this
investment opportunity, which is dependent upon the Company being
able to raise sufficient capital, a substantial portion of the
funds raised from the Open Offer may be used. The potential
investment involved is in the oil and gas infrastructure sector,
associated with offshore installations and equipment. Should the
Company be successful in raising the required capital, it may have
to move fast to secure this investment opportunity. However, should
discussions and negotiations fail, the Company will move on to
exploring other opportunities available to it. The Company and the
board are not bound to pursue this opportunity, and will only
pursue this or any other opportunity, in the interests of all
Shareholders.
In the event that the Company successfully concludes
negotiations to make the joint venture investment, further
announcements will be released in due course.
CREON RESOURCES PLC
GROUP STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 January 2012
2012 2011
Note GBP GBP
Revenue 2 - 10,000
Cost of sales - -
______ _______
Gross profit / loss - 10,000
Administrative expenses 3 (172,030) (121,024)
Exceptional items: Impairment
of investments 9 (380,000) -
Impairment of receivables 4 (93,246) -
________ ________
Loss from operations (645,276) (111,024)
Finance income 5 - 12,171
_______ ________
Loss on ordinary activities before
taxation (645,276) (98,853)
Taxation 6 - 19,215
_______ ________
Retained loss for the year (645,276) (79,638)
Basic and diluted loss per share 7 (0.83)p (0.18)p
All of the Group's activities are classed as continuing and
there were no recognised gains or losses in either year other than
those included above.
STATEMENTS OF CHANGES IN EQUITY
Group
Share capital Share premium Retained Total equity
account earnings attributable
to equity holders
of parent
GBP GBP GBP GBP
At 1 February
2010 439,904 3,815,888 (3,760,017) 495,775
Loss for the year - - (79,638) (79,638)
______ ________ _________ ________
At 31 January
2011 439,904 3,815,888 (3,839,655) 416,137
Loss for the year - - (645,276) (645,276)
Issue of share
capital 280,000 22,000 - 302,000
______ ________ _________ ________
At 31 January
2012 719,904 3,837,888 (4,484,931) 72,861
______ ________ _________ ________
Company
Share capital Share premium Retained Total equity
account earnings attributable
to equity holders
of parent
GBP GBP GBP GBP
At 1 February
2010 439,904 3,815,888 (3,765,703) 490,089
Loss for the year - - (75,370) (75,370)
______ ________ _________ ________
At 31 January
2011 439,904 3,815,888 (3,841,073) 414,719
Loss for the year - - (643,858) (643,858)
Issue of share
capital 280,000 22,000 - 302,000
______ ________ _________ ________
At 31 January
2012 719,904 3,837,888 (4,484,931) 72,861
______ ________ _________ ________
STATEMENTS OF FINANCIAL POSITION
as at 31 January 2011
Group Company
Assets Note 2012 2011 2012 2011
Non-current assets GBP GBP GBP GBP
Investment in subsidiaries 8 - - - 4
Investment in unquoted
preference shares 9 20,000 400,000 20,000 400,000
_____ ______ ______ ______
20,000 400,000 20,000 400,004
Current assets
Loan receivables 4 - 80,308 - 80,308
Investments in quoted
shares 10 3,677 4,247 - -
Other receivables 11 157 34,950 3,834 37,775
Cash and cash equivalents 104,257 330 104,257 330
______ ______ ______ ______
108,091 119,835 108,091 118,413
Total assets 128,091 519,835 128,091 518,417
Liabilities
Current liabilities
Trade and other payables 12 (55,230) (31,058) (55,230) (31,058)
_______ _______ _______ _______
(55,230) (31,058) (55,230) (31,058)
Non-current liabilities 12 - (72,640) - (72,640)
Trade and other payables ______ _____ ______ ______
- (72,640) - (72,640)
______ _______ ______ _______
Total liabilities (55,230) (103,698) (55,230) (103,698)
_______ _______ _______ _______
Net assets 72,861 416,137 72,861 414,719
Equity
Called up share capital 13 719,904 439,904 719,904 439,904
Share premium account 3,837,888 3,815,888 3,837,888 3,815,888
Retained earnings (4,484,931) (3,839,655) (4,484,931) (3,841,073)
______ _______ ______ ________
Total equity 72,861 416,137 72,861 414,719
STATEMENTS OF CASH FLOWS
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Loss for the year before tax (645,276) (98,853) (643,858) (94,585)
Adjustments for:
Finance income - (12,171) - (12,171)
Impairment of investment 380,570 1,443 380,004 -
Loan receivable provision 67,738 - 67,738 -
Change in receivables 34,793 (12,691) 33,941 (12,691)
Change in payables (48,468) 45,662 (48,468) 45,662
Change in loans to subsidiaries - - - (2,825)
_______ _______ _______ _______
Cash flows from operating activities (210,643) (76,610) (210,643) (76,610)
Interest received - 12,171 - 12,171
Taxation refunded - 19,215 - 19,215
______ ______ ______ ______
Net cash from operating activities - 31,386 - 31,386
Investing activities
Loans receivable repaid 12,570 29,692 12,570 29,692
______ ______ ______ ______
Net cash used in investing
activities 12,570 29,692 12,570 29,682
Financing activities
Issue of share capital 302,000 - 302,000 -
_______ _______ _______ _______
Net cash from financing activities 302,000 - 302,000 -
_______ _______ _______ _______
Net increase/(decrease) in
cash and equivalents 103,927 (15,532) 103,927 (15.532)
Cash and equivalents at beginning
of year 330 15,862 330 15,862
Cash and equivalents at end
of year 104,257 330 104,257 330
NOTES TO THE UNAUDITED RESULTS
1. Accounting policies
The principal accounting policies are summarised below. They
have all been applied consistently throughout the year and the
preceding year unless stated.
Basis of accounting
The unaudited results of the Group and the Company have been
prepared in accordance with International Financial Reporting
Standards, International Accounting Standards and Interpretations
(collectively IFRS) issued by the International Accounting
Standards Board (IASB) as adopted by European Union.
The unaudited results have been prepared on the historical cost
basis, except where IFRS requires an alternative treatment. The
principal variations from historical cost relate to financial
instruments (IAS 39).
The Group has adopted all of the new and revised Standards and
Interpretations issued by the International Accounting Standards
Board (IASB) and the International Financial Reporting
Interpretations Committee (IFRIC) of the IASB that are relevant to
its operations and effective for accounting periods beginning 1
February 2011.
New standards and interpretations currently in issue but not
effective for accounting periods commencing on 1 February 2011
are:
-- IFRS 9 Financial Instruments (effective 1 January 2015)
-- IFRS 10 Consolidated Financial Statements (effective 1 January 2013)
-- IFRS 11 Joint Arrangements (effective 1 January 2013)
-- IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)
-- IFRS 13 Fair Value Measurement (effective 1 January 2013)
-- IAS 19 Employee Benefits (Revised June 2011) (effective 1 January 2013)
-- IAS 27 (Revised), Separate Financial Statements (effective 1 January 2013)
-- IAS 28 (Revised), Investments in Associates and Joint Ventures (effective 1 January 2013)
-- Deferred Tax: Recovery of Underlying Assets - Amendments to
IAS 12 Income Taxes (effective 1 January 2012)
-- Presentation of Items of Other Comprehensive Income -
Amendments to IAS 1 (effective 1 July 2012)
As of 31 January 2012, the following standards and
interpretations are in issue but not yet adopted by the EU:
-- IFRS 9 Financial Instruments (effective 1 January 2015)
-- IFRS 10 Consolidated Financial Statements (effective 1 January 2013)
-- IFRS 11 Joint Arrangements (effective 1 January 2013)
-- IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)
-- IFRS 13 Fair Value Measurement (effective 1 January 2013)
-- IAS 19 Employee Benefits (Revised June 2011) (effective 1 January 2013)
-- IAS 27 (Revised), Separate Financial Statements (effective 1 January 2013)
-- IAS 28 (Revised), Investments in Associates and Joint Ventures (effective 1 January 2013)
-- IFRS 7 (amendments), Offsetting Financial assets and
Financial Liabilities (effective 1 January 2013)
-- IAS 32 (amendments), Offsetting Financial assets and
Financial Liabilities (effective 1 January 2014)
-- Disclosures - Transfers of Financial Assets - Amendments to IFRS 7 (effective 1 July 2011)
-- Deferred Tax: Recovery of Underlying Assets - Amendments to
IAS 12 Income Taxes (effective 1 January 2012)
-- Severe Hyperinflation and Removal of Fixed Dates for
First-time Adopters - Amendments to IFRS 1 First-time Adoption of
International Financial Reporting Standards (effective 1 July
2011)
-- Presentation of Items of Other Comprehensive Income -
Amendments to IAS 1 (effective 1 July 2012)
The directors anticipate that the adoption of these Standards
and Interpretations in future periods will have no material impact
on the financial statements of the Group.
This consolidated financial information does not constitute
statutory accounts within the meaning of section 434 of the
Companies Act 2006. The comparatives for the full year ended 31
January 2011 are not the Company's full statutory accounts for that
year. A copy of the statutory accounts for that year has been
delivered to the Registrar of Companies. The auditor's report on
those accounts was unqualified and did not contain a statement
under sections 498(2) or 498(3) of the Companies Act 2006.
Basis of consolidation
Where the Company has the power, either directly or indirectly,
to govern the financial and operating policies of another entity or
business so as to obtain benefits from its activities, it is
classified as a subsidiary. The consolidated financial statements
present the results of the Company and its two subsidiary
undertakings, Creon Investments Limited ("Investments") and Creon
Corporation Limited ("Corporation") as if they formed a single
entity. Intercompany transactions and balances between group
companies are therefore eliminated in full.
Revenue
Revenue in the year ended 31 January 2011 represented sums
recovered from mezzanine loans the Company made to third parties in
previous years and which were fully provided for in the year ended
31 January 2009. There was no revenue recorded in the year ended 31
January 2012.
Investments in subsidiaries
Investment in subsidiary companies is stated at cost less
provision for any impairment in value. Subsequent measurement of
all investments is at fair value.
Investments in unquoted and quoted shares
Investments in unquoted and quoted shares are initially measured
at cost, including transaction costs. Subsequent measurement of all
investments is at fair value. The fair values of listed investments
are based on bid prices at the financial year end date.
Assets held by the Group at the year end include unlisted
redeemable preference shares and listed investments.
When managing its investments, the Group aims to profit from
changes in the fair value of equity investments. Accordingly, all
quoted equity investments are designated as "at fair value through
the profit and loss" and are subsequently recorded in the statement
of financial position at fair value.
Loans receivable
Loans receivable are valued at nominal amount less provisions
against recoverability. The maximum exposure of the Company in
respect of the loan portfolio at the year end is the amount
receivable shown in note 4. No hedging transactions have been
entered into with respect to the loan portfolio.
Impairment
At each financial year end date, the Group reviews the carrying
amounts of its property and equipment and intangible assets with
finite lives to determine whether there is any indication that
those assets have suffered an impairment loss. In any such
indication exists, the recoverable amounts of the asset is
estimated in order to determine the extent of the impairment loss.
Where it is not possible to estimate the recoverable amount of the
individual asset, the Group estimates that recoverable amount of
the cash-generating unit to which the asset belongs.
Cash
Cash and cash equivalents comprise cash at bank and in hand.
Financial liabilities and equity
Financial liabilities and equity are classified according to the
substance of the financial instrument's contractual obligations
rather than the financial instrument's legal form. An equity
instrument is any contract that evidences a residual interest in
the assets of the Group after deducting all of its liabilities.
Trade payables
Trade payables are not interest bearing and are stated at their
nominal value.
Equity instruments
Equity instruments issued by the Company are recorded at the
proceeds received, net of direct issue costs.
Current and deferred tax
The charge for current tax is based on the results for the year
as adjusted for items which are non-assessable or disallowed. It is
calculated using rates that have been enacted or substantively
enacted by the financial year end date.
2. Revenue
Revenue in the year ended 31 January 2011 represented sums
recovered from mezzanine loans the Company made to third parties in
previous years and which were fully provided for in the year ended
31 January 2009. There was no revenue recorded in the year ended 31
January 2012.
3. Administrative expenses
Expenses included in administrative expenses (net) are analysed
below
2012 2011
GBP GBP
Administration, legal, professional
and financial costs 92,038 85,076
Directors' fees 18,332 26,480
Bad debt provision - 8,025
Impairment of quoted investment 570 1,443
Unrecovered VAT 61,090 -
______ ______
172,030 121,024
______ ______
The auditor's fees in the year ended 31 January 2012 were
GBP10,000 (2011 - GBP12,500)
4. Loan receivables
2012 2011
GBP GBP
Balance brought forward 80,308 110,000
Bad debt provision (67,738) -
Loans repaid (12,570 (29,692)
______ ______
Balance carried forward 0 80,308
______ ______
At the balance sheet date, the directors provided in full for
the Pasha Loan receivable brought forward from 31 January 2011
having received only GBP12,570 repayment during the year.
Accordingly, the charge in the year ended 31 January 2012 for the
100% provision against repayment of the Pasha Loan of GBP93,246 is
made up of the principal amount of GBP67,738 and the interest due
brought forward of GBP25,508 (see note 11).
5. Finance income
2012 2011
GBP GBP
Finance income - interest income
on commercial loan - 12,171
_____ _____
- 12,171
_____ _____
6. Taxation
2012 2011
GBP GBP
UK Corporation tax
Refund received in year - 19,215
______ _______
- 19,215
______ _______
Factors affecting tax charge in the
year
Loss on ordinary activities before
tax (645,276) (98,853)
7. Loss per share
The basic and diluted loss per share for the year ended 31
January 2012 was 0. 83p. (2011: 0.18p) The calculation of loss per
share is based on the loss of GBP645,276 for the year ended 31
January 2012 (2011: GBP79,638) and the weighted average number of
shares in issue during the year of 77,613,559 (2011: 43,990,545).
No options or warrants were outstanding as of 31 January 2012 and
no further shares have been issued since 31 January 2012.
8. Investment in subsidiaries
Company
2012 2011
Cost or valuation GBP GBP
At 1 February 4 4
Additions 2 -
Disposals (2) -
Provision against carrying value (4) -
_______ _______
At 31 January - 4
_______ _______
Creon's subsidiaries, all of which have been included in these
consolidated financial statements, were as follows:
Name Country of incorporation Proportion of ownership interest
at 31 January
2012 2011
Creon Investments
Ltd England 100% 100%
Creon Estates
Ltd England 100% 100%
Creon Corporation England 100% -
Ltd
The principal activity of Creon Investments Ltd was that of
making non-controlling investments in quoted and unquoted
companies. Creon Investments was dissolved on 28 February 2012 and
its holding of an investment in a quoted company has been
transferred to Creon Resources plc. Creon Estates Ltd was dormant
and was dissolved on 21 February 2012. Creon Corporation Ltd
(formerly named Creon Resources Ltd) was incorporated on 24
November 2011 and acquired by Company on 16 December 2011. It
swapped names with Creon Corporation on 16 December 2011.
9. Investment in unquoted preference shares
Group and Company
2012 2011
Cost or valuation GBP GBP
At 1 February 400,000 400,000
Provision against carrying value (380,000) -
_______ _______
At 31 January 20,000 400,000
_______ _______
The investment in unquoted preference shares represents 400,000
GBP1 non-voting redeemable preference share held in Pinnacle Plus
Limited ("the Preference Share") and is held at the directors'
valuation. The Preference Share accrues interest at a rate of 7.0
per cent. per annum, payable on the date of redemption, with
redemption being at Pinnacle's discretion at any time up to
September 2013, upon which date the Preference Share will be
automatically redeemed. The Company has not recognized any interest
income accrued on the Preference Share to date.
Whilst the directors continue to believe that some or all of the
Preference Share may be redeemed when due, given the circumstances
the directors have taken a prudent view of the carrying value of
the investment at the balance sheet date and have made a provision
of 95% of the face value of the Preference Share. The carrying
value of the Preference Share will continue to be monitored closely
by the directors.
10. Investments in quoted shares
Group
2012 2011
Cost or valuation GBP GBP
At 1 February 4,247 5,690
Impairment provision (570) (1,443)
_____ _____
At 31 January 3,677 4,247
_____ _____
11. Other receivables
Group Company
2012 2011 2012 2011
GBP GBP GBP GBP
Prepayments and sundry
debtors 157 9,442 3,834 9,442
Accrued income and
interest - 25,508 - 28,508
______ ______ ______ ______
157 34,950 3,834 34,950
______ ______ ______ ______
The accrued interest in 2011 was provided against in full in the
year ended 31 January 2012 (see note 4).
12. Trade and other payables
Current liabilities Group and Company
2012 2011
0
GBP GBP
Accruals and deferred income 30,127 31,058
VAT 25,103 -
______ ______
55,230 31,058
______ ______
Non-current liabilities
Accruals and deferred income - 72,640
______ ______
- 72,640
______ ______
13. Share capital
2012 2011
GBP GBP
Allotted, called up and fully paid
322,190,545 ordinary shares of 0.1p 322,190 -
each
43,990,545 ordinary shares of 1.0p
each - 439,904
44,190,545 deferred ordinary shares 397,714 -
of 0.9p each
----______ ______
719,904 439,904
On 23 July 2011, the Company issued and allotted 200,000 new
ordinary shares of 1.0p for cash at a price of 12p per share to
raise proceeds of GBP24,000 for the Company.
At a general meeting of the Company held on 16 December 2011,
the Company's shareholders approved resolutions to, inter alia,
subdivide each ordinary share of 1.0p each into 1 new ordinary
share of 0.1p each and 1 deferred ordinary share of 0.9p each
("Deferred Shares"). As a result, on 19 December 2011, the Company
issued and allotted 278,000,000 new ordinary shares of 0.1p for
cash to raise proceeds of GBP278,000 (before expenses) for the
Company.
The ordinary shares of 0.1p each carry the same rights as those
previously attached to the ordinary shares of 1.0p each (save for
the reduction in nominal value).
The Deferred Shares do not entitle the holder thereof to receive
notice of or attend and vote at any general meeting of the Company
or to receive a dividend or other distribution or to participate in
any return on capital on a winding up unless the assets of the
Company are in excess of GBP1,000,000,000,000. The Company retains
the right to purchase the Deferred Shares from any Shareholder for
a consideration of one penny in aggregate for all that
Shareholder's Deferred Shares. As such, the Deferred Shares
effectively have no value. Share certificates will not be issued in
respect of the Deferred Shares.
On 4 April 2012, the Company granted Mr Natarajan warrants to
subscribe for 16,000,000 ordinary shares of 0.1p each at a price of
0.75p per share exercisable at any time and valid for a period of
10 years from the date of grant.
14. Asset value per share
The net asset value per share at 31 January 2012 was GBP0.0002
(31 January 2011; GBP0.01). Net asset value is based on the net
assets as at 31 January 2012 of GBP72,861 (31 January 2011:
GBP416,137) and on the number of ordinary shares in issue at 31
January 2012 being 322,190,545 ordinary shares (31 January 2011:
43,990,545).
16. Staff numbers and costs
The average monthly number of employees of the Group, including
directors, during the year was 2 (2011: 2). The aggregate
remuneration and associated costs were:
Directors' emoluments
2012 2011
GBP GBP
Amounts paid to third parties in respect
of directors' services including expense - 11,280
Emoluments paid to directors 18,832 15,200
______ ______
18,332 26,480
______ ______
16. Capital commitments
There were no capital commitments at the year end (2011 -
GBPnil).
17. Related party transactions
There were no related-party transactions during the year
18. Analysis of cash and cash equivalents 2012 2011
GBP GBP
Cash at bank and in hand 104,257 330
______ ___
104,257 330
______ ___
This information is provided by RNS
The company news service from the London Stock Exchange
END
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