TIDMAVP
RNS Number : 3821N
Armstrong Ventures PLC
28 September 2012
28 September 2012
ARMSTRONG VENTURES PLC
("Armstrong" or "the Company")
Unaudited Interim results for the six month period ended 30 June
2012
Chairman's Statement
Armstrong Ventures (AIM: AVP) is pleased to announce its interim
results for the six month period ended 30 June 2012.
During the period under review there has been no operating
activity and consequently the Company has not generated any
revenue. The Company recorded a loss of GBP69,142 and a loss per
share of 0.05p, which compares to a corresponding six month period
loss last year of GBP33,365 and a loss per share of 0.02p.
Prior to this period, the then Directors had attempted to
implement the Company's investment policy, which was to seek
acquisitions or invest in companies in the technology sector in
Europe, the Far East and North America. However despite reviewing
several potential projects that were capable of fulfilling the
company's criteria they were unable to implement the investment
strategy. As per the AIM rules for Companies, as the Company had
failed to implement its investment policy its shares were suspended
with effect from 14 December 2011.
Events following period end
The Company substantially implemented its investment strategy in
June 2012 and the AIM suspension was lifted and trading restored to
the Company's shares on 15 July 2012.
In June, the Board announced the appointment of Peterhouse
Corporate Finance Limited as broker to the Company and they
conditionally placed GBP250,000 of zero coupon secured Loan Notes,
which are convertible into new ordinary shares in the Company. The
Placing was conditional on the Company undertaking a capital
reorganisation, which was subject to shareholders' approval. A
circular was sent to shareholders providing further information,
inter-alia, on the Loan Notes and the share capital reorganisation
of the Company, which the shareholders duly approved at a General
Meeting on 19 July 2012.
Mr Robert Hayim and Mr Simon Marks resigned from the Board with
effect from 19 July 2012 and Mr. Haresh Kanabar and I were
appointed as Directors at the same time.
At the meeting on 19 July 2012, the shareholders also approved a
new investment strategy of the Company: the Company will now seek
to invest principally, but not exclusively in the resources and
energy sectors. The Company will initially focus on projects
located in Asia but will also consider investments in other
geographical regions. The Company may be either an active investor
and acquire control of a single company or it may acquire
non-controlling shareholdings. Once a target has been identified,
additional funds may need to be raised by the Company to complete a
transaction. A further placing of GBP500,000 was carried out in
July 2012, which gives us a reasonable amount of cash to enable us
to continue to make investments in accordance with our investment
strategy.
Since taking office as Directors, we have identified and
reviewed a number of potential projects. Some of these are
potentially capable of building shareholder value but none have so
far emerged as suitable for investment. Where practical, the
Directors have taken steps to ensure exclusive opportunities for
investigation of the potential.
Notwithstanding continuing economic weakness, with reduced
levels of growth in China, poor growth in the USA and the
continuing problems of the Euro zone, there are compelling reasons
to believe that the long-term outlook is for increased demand for
energy, minerals and natural resources. There is thus good reason
to believe that a significant number of projects in Africa and Asia
will be economically viable. Political risk and other factors make
a number of these unattractive to large, multi-national companies.
We remain cautiously optimistic that an opportunity or
opportunities to build shareholder value will be found in due
course.
It has been and remains the policy of the Directors to exercise
strict control over the Company's assets. The main disbursements
have arisen from the settlement of obligations incurred before the
current Directors took office including fees for brokers and
auditors. We will continue to operate on a low cost basis whilst we
seek to expand our activities.
I would like to take this opportunity to thank my fellow
director, Mr Kanabar, our shareholders and our professional
advisers for their support. I also wish to thank Mr Hayim and Mr
Marks for steering the Company during a difficult time.
Joseph Egerton
Chairman
Income Statement
For the six months ended 30 June 2012
Six months Six months
ended ended
Year ended
31 December
30 June 30 June 2011
2012 2011 (audited)
(unaudited) (unaudited)
CONTINUING OPERATIONS GBP GBP GBP
Administrative expenses (69,142) (33,365) (46,915)
Loss from ordinary activities before income
tax and finance costs (69,142) (33,365) (46,915)
Net finance costs - - -
Loss before income tax (69,142) (33,365) (46,915)
Tax on loss on ordinary activities - - -
------------- ------------- --------------
Net loss from ordinary activities (69,142) (33,365) (46,915)
============= ============= ==============
Basic and diluted earnings per share (0.05p) (0.02p) (0.03p)
============= ============= ==============
The results for the six months ended 30 June 2012 and 30 June
2011 have been prepared on the basis that all operations are
continuing operations.
Balance Sheet
As at 30 June 2012
As at As at As at 31
December
2011
30 June 30 June (audited)
2012 2011
(unaudited) (unaudited)
GBP GBP GBP
Assets
Non-current Assets
Fixed asset investments 49,900 49,900 49,900
49,900 49,900 49,900
Current assets
Other receivables - 11,010 1,715
Cash & cash equivalents 2,585 35,853 1,589
------------- ------------- -----------------------------------
2,585 46,863 3,304
Total assets 52,485 96,763 53,204
============= ============= ===================================
Equity and liabilities
Share capital and reserves
Issued capital 623,301 623,301 623,301
Share premium account 3,729,817 3,729,817 3,729,817
Other components of equity - 372,973 -
Merger reserve 6,797,313 6,797,313 6,797,313
Retained earnings (11,177,866) (11,468,147) (11,108,724)
Translation reserve - - -
------------- ------------- -----------------------------------
Total equity (27,435) 55,257 41,707
============= ============= ===================================
Non-current liabilities - - -
------------- ------------- -----------------------------------
Current liabilities
Trade & other payables 79,920 41,506 11,497
Related party - - -
Deferred income - - -
Short-term borrowing - - -
Total current liabilities 79,920 41,506 11,497
------------- ------------- -----------------------------------
Total liabilities 79,920 41,506 11,497
------------- ------------- -----------------------------------
Total equity and liabilities 52,485 96,763 53,204
============= ============= ===================================
Cash Flow Statement
For the six months ended 30 June 2012
Six months Six months
ended ended
30 June 30 June Year ended
31 December
2012 2011 2011
(unaudited) (unaudited) (audited)
GBP GBP GBP
From continuing operations
Cash flows from operating activities
Net cash refunded by/(paid to) suppliers
and employees 996 (72,879) (107,143)
------------- ------------- -------------
Cash absorbed by operations 996 (72,879) (107,143)
Interest paid - - -
Interest received - - -
------------- ------------- -------------
Net cash outflow from operating
activities 996 (72,879) (107,143)
------------- ------------- -------------
Cash flows from financing activities
Cash injection following restructuring - 100,000 100,000
Net cash flows used in financing
activities - 100,000 100,000
------------- ------------- -------------
Exchange differences - - -
------------- ------------- -------------
Net increase in cash and cash equivalents 996 27,121 (7,143)
Cash and cash equivalents brought
forward 1,589 8,732 8,732
------------- ------------- -------------
Cash and cash equivalents carried
forward 2,585 35,853 1,589
============= ============= =============
Represented by:
Positive cash balance 2,585 35,853 1,589
2,585 35,853 1,589
Unaudited Statement of Changes in Equity
For the six months ended 30 June 2012
Other components
Share Share of equity Merger Retained
capital premium reserve earnings Total
GBP GBP GBP GBP GBP GBP
At 1 January 2011 623,301 3,729,817 372,973 6,797,313 (11,434,782) 88,622
Total comprehensive
income for the period - - - - (33,365) (33,365)
At 30 June 2011 623,301 3,729,817 372,973 6,797,313 (11,468,147) 55,257
Expiry of all options (372,973) 372,973 -
Total comprehensive
income for the period - - - - (13,550) (13,550)
At 31 December 2011 623,301 3,729,817 - 6,797,313 (11,108,724) 41,707
Total comprehensive
income for the period - - - - (69,142) (69,142)
At 30 June 2012 623,301 3,729,817 372,973 6,797,313 (11,177,866) (27,435)
========== ========== ================= ========== ============= =========
Notes to the Unaudited Interim Financial Statements for the six
months ended 30 June 2012
1. Basis of preparation
These interim financial statements which have not been reviewed
or audited by the Company's auditors include the financial position
of the Company as at 30 June 2012 and the results of the Group's
operations for the six months then ended. They have been prepared
on accounting bases and policies that are consistent with those
used in the preparation of the financial statements for the year
ended 31 December 2011.
These interim financial statements have been prepared under the
historical cost convention and are for the six months ended 30 June
2012.
The information set out in this interim report for the six
months ended 30 June 2012 does not constitute statutory accounts as
defined by section 434 of the Companies Act 2006. The statutory
accounts for the year ended 31 December 2011, incorporating an
unqualified auditor's report, have been filed with the Registrar of
Companies.
The Company is now a shell company listed on AIM. The directors
are currently reviewing a number of projects and investment
opportunities and believe that the Company is well placed to
progress.
2. Loss per share
The basic loss per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number
of shares in issue. In calculating the diluted loss per share,
share options outstanding have been taken into account where the
impact of these is diluted. Options were excluded from the
calculation of the total diluted number of shares, as the impact of
these is anti-dilutive.
The weighted average number of shares in the period was:
Six months Six months
ended ended
30 June 30 June Year ended
31 December
2012 2011 2011
(unaudited) (unaudited) (audited)
Total 148,970,525 148,970,525 148,970,525
============= ============= ==============
Loss attributable to equity
shareholders of the parent
from continuing operations (69,142) (33,365) (46,915)
============= ============= ==============
Basic and diluted loss per
share - continuing (0.05p) (0.02p) (0.03p)
============= ============= ==============
3. Dividends
No dividends have been declared for the six months ended 30 June
2012.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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