RNS Number : 5700V
Black Raven Properties PLC
30 May 2008
For immediate release 30 May 2008
BLACK RAVEN PROPERTIES PLC
("Black Raven" or "the Company")
Preliminary Results for the year ended 30 November 2007
Black Raven Properties plc (AIM: BRP), the property company focused on Portugal, is pleased to announce its preliminary results for the
year ended 30 November 2007.
Key points
* Continued progress in the Company's strategy of investing in residential development projects in or near Lisbon, Portugal
* Equity capital of �2.12 million raised during the period after related costs
* Pre-tax loss for the period of �2,086,902 (2006: loss of �307,103) and loss per share of 1.94p (2006: loss of 0.80p)
* Board changes announced today, and taking place with immediate effect, comprising:
* The appointment to the Board of Alexandre Pinto, a property professional with experience of the Portuguese market
* The resignation of Michael Friend and Ian Nunn as Directors of the Company
Director disclosures:
Alexandre Miguel Inocencio Pinto, aged 32 years, does not currently hold any other directorships and has not held any other
directorships in the past five years preceding his appointment to Black Raven.
There are no other matters to be disclosed in relation to Schedule 2 paragraph (g) and (i) of the AIM Rules.
For further information:
Black Raven Properties plc Tel: 020 7466 5000
Pedro Toscano, Chairman
Arden Partners plc Tel: 020 7398 1640
Adrian Trimmings
Buchanan Communications Tel: 020 7466 5000
Mark Court
BLACK RAVEN PROPERTIES PLC
CHAIRMAN'S STATEMENT
For the year ended 30 November 2007
Overview
These are Black Raven's third period results to 30 November 2007.
The Company and its quasi subsidiary White Raven Capital Partners (White Raven), continue to pursue the main aim of investing in
residential development projects in or near Lisbon in Portugal.
In the 2006 accounts I reported that the Company's interests in two participation agreements had been transferred to White Raven, which
is a Portuguese Closed End Real Estate Investment Fund, in January 2007. Debt finance for the conversion of one of these properties into
luxury apartments was secured through White Raven and it is anticipated that these will be completed later this year. The works are already
well advanced and sales are being planned by White Raven which will release cash back to the Company after the repayment of bank debt.
A decision regarding commencement of the second project in White Raven will be taken later this year.
New opportunities are being investigated and decisions regarding their pursuit are being considered.
Financials
No external sales had been made by the Group up to the year end as the various projects were incomplete. Sales are expected to commence
in the 2008 year.
The Group showed a gross loss arising from an impairment review of its work in progress and write downs being then taken as
appropriate.
Administrative expenses of the Group for the year were �799,435 (2006 � 324,349). The Group also incurred interest on loans of �262,344
(2006 � nil) and received interest of �56,587 (2006 �17,246).
Further equity capital was raised during the year which after related costs raised �2,124,041 (2006 �3,336,250).
The equity shareholders' funds of the Group at the end of November 2007 amounted to �4,149,365 (2006 �3,908,225).
The Group pre-tax loss for the year was �2,086,902 (2006 �307,103). This produces a basic and diluted loss per share of 1.94 pence (2006
0.8pence).
Outlook
Despite difficult conditions in property markets across Europe Black Raven remains confident that its existing investments are sound and
that returns will be generated through existing and future opportunities.
**********
P Toscano
Chairman
29 May 2008
BLACK RAVEN PROPERTIES PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the year ended 30 November 2007
Note 2007 2006
� �
Turnover - -
Cost of sales 1,081,710 -
(1,081,710) -
Administrative expenses 799,435 324,349
Operating loss 2 (1,881,145) (324,349)
Interest receivable 3 56,587 17,246
Interest payable 4 (262,344) -
(205,757) 17,246
Loss on ordinary activities (2,086,902) (307,103)
before taxation
Tax on loss on ordinary activities 6 9,428 -
Loss on ordinary activities after
taxation and loss retained 16 � (2,096,330) � (307,103)
Basic loss per share 7 (1.94)p (0.80)p
The operating loss is derived from continuing operations.
The accompanying accounting policies and notes form an integral part of these financial statements.
BLACK RAVEN PROPERTIES PLC
CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES
For the year ended 30 November 2007
Note 2007 2006
� �
Loss for the year 16 (2,096,330) (307,103)
Exchange movement on translation of
overseas net assets 16 213,429 -
Total recognised losses
relating to the year � (1,882,901) � (307,103)
The accompanying accounting policies and notes form an integral part of these financial statements.
BLACK RAVEN PROPERTIES PLC
CONSOLIDATED BALANCE SHEET AT 30 November 2007
Note 2007 2006
� �
Fixed assets
Tangible assets 9 1,207 1,469
Current assets
Stock 11 8,203,882 3,745,170
Debtors 12 51,419 19,798
Cash at bank and in hand 13 2,467,646 871,111
10,722,947 4,636,079
Creditors: amounts falling due
within one year 14 6,574,789 729,323
Net current assets 4,148,158 3,906,756
Total assets less current liabilities
and net assets � 4,149,365 � 3,908,225
Capital and reserves
Called up share capital 15 1,271,474 879,167
Share premium account 16 5,137,721 3,405,987
Profit and loss account 16 (2,259,830) (376,929)
Equity shareholders' funds 17 � 4,149,365 � 3,908,225
The financial statements were approved by the Board of Directors on 29 May 2008 and signed on its behalf by:
....................................
Michael Friend
Director
The accompanying accounting policies and notes form an integral part of these financial statements.
BLACK RAVEN PROPERTIES PLC
BALANCE SHEET AT 30 November 2007
Note 2007 2006
� �
Fixed assets
Tangible assets 9 1,207 1,469
Investments 10 3,415,865 -
3,417,072 1,469
Current assets
Stock 11 1,666,871 3,745,170
Debtors 12 46,423 19,798
Cash at bank and in hand 13 2,467,527 871,111
4,180,821 4,636,079
Creditors: amounts falling due
within one year 14 3,419,165 729,323
Net current assets 761,656 3,906,756
Total assets less current liabilities � 4,178,728 � 3,908,225
Capital and reserves
Called up share capital 16 1,271,474 879,167
Share premium account 16 5,137,721 3,405,987
Profit and loss account 16 (2,230,467) (376,929)
Equity Shareholders' funds 17 � 4,178,728 � 3,908,225
The financial statements were approved by the Board of Directors on 29 May 2008 and signed on its behalf by:
....................................
Michael Friend
Director
The accompanying accounting policies and notes form an integral part of these financial statements.
BLACK RAVEN PROPERTIES PLC
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 30 November 2007
Note 2007 2006
� � � �
Net cash outflow from 18(a) (6,645,107) (3,373,225)
operating activities
Returns on investments
and servicing of finance
Interest received 56,587 17,246
Interest paid (262,344) -
(205,757) 17,246
Net cash inflow from returns
on investments and servicing (6,850,864) (3,355,979)
of finance
Taxation paid (9,428) -
Capital expenditure and
financial investment
Payments to acquire tangible - (1,500)
fixed assets
Net cash outflow for capital
expenditure
and financial investment - (1,500)
Net cash outflow before (6,860,292) (3,357,479)
financing
Financing
Issue of ordinary shares 2,550,000 3,575,000
Expenses paid in connection (425,959) (238,750)
with share issues
Increase in loans 6,332,786 -
Net cash inflow from financing 8,456,827 3,336,250
Increase/(Decrease) in cash 18(d) � 1,596,535 � (21,229)
The accompanying accounting policies and notes form an integral part of these financial statements.
BLACK RAVEN PROPERTIES PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 30 November 2007
1 ACCOUNTING POLICIES
a) Compliance with Accounting Standards and Accounting Convention
The financial statements are prepared in accordance with applicable United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice), which have been applied consistently (except as otherwise stated), and under the historical cost
accounting convention.
b) Basis of Consolidation
The group consolidates the financial statements of Black Raven Properties plc and its subsidiary undertaking. The results of
subsidiaries acquired are consolidated for the period from which control passed, and are accounted for under the acquisition method.
The company has taken advantage of the exemption conferred under Financial Reporting Standard No.8 not to disclose details of
transactions or balances between group entities which have been eliminated on consolidation.
c) Depreciation
Depreciation is provided on tangible fixed assets at rates calculated to write off the cost less estimated residual value of
each asset evenly over its expected useful life as follows:
Office equipment 25% reducing balance
d) Goodwill
Goodwill arising on the acquisition of subsidiaries representing the excess of the consideration given over the fair value of
the identifiable assets and liabilities acquired, has been written off in the year. Provision is also made for any impairment if
applicable.
e) Investments
Fixed asset investments are shown at cost less provision for impairment. Current asset investments are stated at the lower of
cost and net realisable value.
f) Stock
Stock is stated at the lower of cost and net realisable value. Stock comprises interests in land and property held awaiting
development. Cost includes all direct costs and fees associated with acquiring the asset for the company.
g) Taxation
Taxation is based on the results for the year and takes into account taxation deferred because of timing differences between the
treatment of certain items for accounting and taxation purposes. Deferred taxation is recognised, without discounting, in respect of all
timing differences which have originated but not reversed at the balance sheet date.
h) Foreign Currency
The results of the group's foreign subsidiaries and their balance sheets are converted at the rate ruling at the balance sheet
date., Exchange differences arising on translation of the opening net assets are dealt with through reserves. All other exchange differences
are included in the profit and loss account.
i) Pension Costs
Obligations for contributions to defined contribution schemes are recognised as an expense in the profit and loss account as
service is provided by the employee.
2 OPERATING LOSS
2007 2006
� �
Operating loss is stated after charging
Auditor's remuneration - audit parent company 10,000 10,000
- subsidiary 6,500 0
Depreciation 262 31
Amortisation of goodwill 57,865 -
Loss on foreign exchange transactions 38,203 1,301
3 INTEREST RECEIVABLE
2007 2006
Interest receivable � 56,587 � 17,246
4 INTEREST PAYABLE
2007 2006
� �
Bank loan interest 176,083 -
Other loan interest 86,261 -
� 262,344 � -
5 DIRECTORS
Name of Director 2007 2006
� �
Executive
N Robertson - 13,334
M D Friend 126,700 36,330
Non Executive
H Kanabar - 9,103
P Toscano 19,560 8,614
I Nunn 40,000 7,050
Aggregate Emoluments � 186,260 � 74,431
5 DIRECTORS (Continued)
The amounts set out above include remuneration in respect of the highest paid director as follows:
2007 2006
Emoluments � 126,700 � 36,330
The aggregate emoluments of Mr Friend include company contributions into a money purchase scheme of �7,500 (2006: �nil). No other
director receives pension benefits.
There were no other employees during the year.
Ian Nunn's fees are paid to Tyson Consulting, a business owned and controlled by Ian Nunn.
6 TAX ON LOSS ON ORDINARY ACTIVITIES
The company does not anticipate a liability to taxation as it has suffered a loss in the financial period, other than �9,428 (2006:
�nil) Portuguese tax deducted from interest received.
Factors affecting tax charge for year
The tax assessed for the year differs from the standard rate of corporation tax in the UK 20% (2006: 19%). The differences are
explained as follows as regards the UK Corporation tax liability:
2007 2006
� �
Loss on ordinary activities before tax (2,086,902) (307,103)
Loss on ordinary activities multiplied by standard
rate of
corporation tax in the UK 20% (2006: 19%) (417,380) (58,350)
Effect of:
Expenses not deductible for tax purposes 3,488 574
Losses carried forward 413,892 57,776
Current UK tax charge for period � - � -
7 LOSS PER ORDINARY SHARE
Weighted average Per Share
Earnings number of shares amount
2007 2006 2007 2006 2007 2006
� � pence Pence
Loss attributable to
ordinary (2,096,330) (307,103) 108,154,820 38,578,768 (1.94) (0.80)
shareholders
During the year the average market price of ordinary shares was below the exercise price of the share options and accordingly there is
no dilutive effect on earnings per share.
8 INTANGIBLE ASSETS
Group
Goodwill
�
Cost
Additions and at 30 November 2007 57,865
Amortisation
Charge for the year and at 30 November 2007 57,865
Net Book Value
At 30 November 2007 � -
Net Book Value
At 30 November 2006 � -
Goodwill arose on the acquisition of White Raven Capital Partners. The amount represents acquisition costs and has been written off
over its estimated useful economic life of one year.
9 TANGIBLE ASSETS
Group and company Office
Equipment
�
Cost
At 1 December 2006 and at 30 November 2007 1,500
Depreciation
At 1 December 2006 31
Charge for the year 262
At 30 November 2007 293
Net Book Value
At 30 November 2007 � 1,207
Net Book Value
At 30 November 2006 � 1,469
10 INVESTMENTS
Company Subsidiary
Cost
Additions and at 30 November 2007 � 3,415,865
In January 2007, the company set up a Portuguese Closed Ended Real Estate Investment Fund, called White Raven Capital Partners
("White Raven"), the units of which are quoted on the Portuguese stock exchange. The subsidiary is 100% owned by Black Raven Properties Plc.
Two of the participation agreements that the company held in stock at 30 November 2006 have been transferred in January 2007 into White
Raven at market value determined by independent valuers.
11 STOCK
Group Company
2007 2006 2007 2006
Land and property
interests held
for development � 8,203,882 � 3,745,170 � 1,666,871 � 3,745,170
12 DEBTORS
Group Company
2007 2006 2007 2006
Prepayments � 51,419 � 19,798 � 46,423 � 19,798
13 CASH AT BANK AND IN HAND
This includes �2,410,189 (2006 : � Nil) of deposits that are held against amounts due to bankers on loans in White Raven Capital
Partners. The funds will be released as the sales are made in White Raven Capital Partners, which in turn reduce the bank loans.
14 CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
2007 2006 2007 2006
� � � �
Bank loans 5,910,197 - 698,411 -
Other loans 422,589 - 422,589 -
Trade creditors 60,862 676,856 28,311 676,856
Amounts owed to group - - 2,142,857 -
undertakings
Corporation tax - - - -
Social security and other 14,816 6,776 14,816 6,776
taxes
Accruals and deferred 166,325 45,691 112,181 45,691
income
� 6,574,789 � 729,323 � 3,419,165 � 729,323
Bank loans of �5,910,197 are secured by fixed and floating charges against land and property interests held in stock.
15 SHARE CAPITAL
2007 2006
� �
Authorised:
200,000,000 ordinary shares of �0.01 each � 2,000,000 � 2,000,000
Allotted, called up and fully paid:
127,147,444 (2006 : 87,916,672) ordinary shares � 1,271,474 � 879,167
of �0.01 each
During the year, shares were issued as follows:
January 2007, issued at a premium of 5.5p per 500,000
share
February 2007, issued at a premium of 5.5p per 75,000
share
April 2007, issued at a premium of 5.5p per share 25,000
June 2007, issued at a premium of 5.5p per share 1,950,000
� 2,550,000
16 SHARE PREMIUM ACCOUNT AND RESERVES
Group Company
Share Share
Premium Profit & loss Premium Profit & loss
Account Account Account Account
� � � �
At 1 December 2006 3,405,987 (376,929) 3,405,987 (376,929)
Retained loss for - (2,096,330) - (1,853,538)
the year
Exchange movement on
translation of
overseas net - 213,429 - -
assets
Issue of shares, net 1,731,734 - 1,731,734 -
of expenses
At 30 November 2007 � 5,137,721 � (2,259,830) � 5,137,721 � (2,230,467)
A separate profit and loss account dealing with the results of the company only, has not been presented as permitted under Section
237 of the Companies Act. The loss of the company after taxation was �1,853,538 (2006 : �307,103).
In consideration of the release by Validius Investments SA of amounts due to it by the company of �1,561,643, 30,000,000 shares were
accepted at 6.5p. The difference of �388,357 was netted off the total taken to the Share Premium Account
17 RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
Group Company
2007 2006 2007 2006
� � � �
Loss for the financial (2,096,330) (307,103) (1,853,538) (307,103)
year
Exchange movement on
translation of
overseas net assets 213,429 - - -
Issue of shares, net of 2,124,041 3,336,250 2,124,041 3,336,250
expenses
Net increase in 241,140 3,029,147 270,503 3,029,147
shareholders' funds
Shareholders' funds at
1 December 2006 3,908,225 879,078 3,908,225 879,078
Shareholders' funds at
30 November 2007 � 4,149,365 � 3,908,225 � 4,178,728 � 3,908,225
(equity interests)
18(a) RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES
2007 2006
� �
Operating loss (1,881,145) (324,349)
Depreciation 262 31
Increase in stock (4,458,712) (3,745,170)
Increase in debtors (31,621) (3,660)
(Decrease)/increase in creditors (487,320) 699,923
Exchange gain on translation of overseas net 213,429 -
assets
Net cash outflow from operating activities � (6,645,107) � (3,373,225)
18(b) ACQUISITION OF SUBSIDIARY UNDERTAKING
2007 2006
� �
Net assets acquired:
Intercompany debt used to acquire property interests
from
Black Raven Properties Plc and 3,358,000 -
fair value of net assets acquired
Goodwill arising upon acquisition 57,865 -
Total cost � 3,415,865 � -
Satisfied by:
Sale of property interests 3,391,606 -
Net cash 24,259 -
� 3,415,865 � -
18(c) RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
2007 2006
� �
Increase/(decrease) in cash in the period 1,596,535 (21,229)
Net cash at 1 December 2006 871,111 892,340
Net cash at 30 November 2007 � 2,467,646 � 871,111
18(d) ANALYSIS OF CHANGES IN NET CASH
At At
1 December 2006 Cash flow 30 November 2007
� � �
Cash and short term 871,111 1,596,535 2,467,646
deposits
Debt due within one year - (6,332,786) (6,332,786)
� 871,111 � (4,736,251) � (3,865,140)
19 SHARE OPTIONS
At 30 November 2007, the following share options to purchase ordinary shares in the company were in issue:
Date of Grant No of Shares Exercise Price Option Lapses
Arden Partners Ltd 3 February 2005 200,000 5p 3 February 2008
The market price of the company's shares at the end of the financial year was 4.625p, and the range of market prices in the year ended
30 November 2007 was between 3.125p and 6.375p.
20 FINANCIAL INSTRUMENTS
The group finances its operations through a mixture of equity finance, cash, bank borrowings and various items, such as trade
debtors and trade creditors that arise directly from its operations.
The group has not entered into derivatives transactions.
Short-term debtors and creditors
Short-term debtors and creditors have been excluded from all the following disclosures.
Liquidity risk
The group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash
assets safely and profitably.
Interest rate risk
The group seeks to manage interest rate risk by obtaining favourable interest rates on its cash balances through the use of bank
treasury deposits.
Financial liabilities and borrowing facilities
The group's bank borrowing relates to the funding of activities in its subsidiary undertaking, and is in the form of variable rate
bank loans.
21 ULTIMATE CONTROL
The company is controlled by the directors.
22 RELATED PARTY TRANSACTIONS
�29,151 (2006: �14,100) was paid to Nunn Hayward, a firm in which Ian Nunn is a partner, for accounting services.
Rent was paid for office space to Michael Friend in the sum of �7,800 (2006 : �4,050).
Michael Friend was owed �8,060 by the company at 30 November 2007 (2006 : nil). No interest is paid on this sum.
Gilt Holdings Limited, a significant shareholder in the company, made an unsecured loan of �100,000 to the company during the year
on which interest of �6,000 was accrued for the year (2006 : �nil).
This information is provided by RNS
The company news service from the London Stock Exchange
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