28th Mar 2012 07:00
Brady Exploration plc ("Brady" or the "Company")
Audited results for the 15 months ended 31 December 2011
__________________________________________________________________________________________
Main points
§ Former loss-making businesses sold
§ New investment policy to focus on the natural resources sector
§ Share placing resulted in cash injection to facilitate pursuit of new investment opportunities
§ Name changed to Brady Exploration plc from Capcon Holdings plc
Brady Exploration plc, the natural resources focused investing company, announces its audited results for the 15 months ended 31 December 2011.
Enquiries:
Brady Exploration plc
Alex Borrelli, Chairman +44 7747 020 600
Allenby Capital Limited
(Nominated adviser and joint broker)
Nick Naylor / Nick Athanas +44 20 3328 5656
Rivington Street Corporate Finance
(Joint broker)
Jon Levinson +44 20 7562 3357
Chairman's statement
I am pleased to report on the Company's results for the 15 month period to 31 December 2011.
During the period under review, the Company disposed of its loss-making trading activities in audit, stocktaking and investigatory services to a company connected with two of its former directors, Ken Dulieu and Paul Jackson, which was completed and approved by shareholders on 26 October 2011. At the same time, the Company raised gross proceeds of approximately £500,000 through a placing with new investors to be put towards the implementation of a new investing policy.
Following the sale of the Company's entire trading operations it became an Investing Company under the AIM Rules and the Company has adopted an investing policy to invest in companies operating in the natural resources sector, with a focus mainly, but not exclusively, on the mining sector. The Company's name was also changed from Capcon Holdings plc to Brady Exploration plc.
Ken Dulieu, Paul Jackson, Cliff Cavender and Jane Fowler stepped down from the Board following shareholder approval of the disposal and I would like to express my thanks to them for their contribution to the Company. In addition, I would like to welcome Nicholas Lee to the Board as a non-executive director. Nicholas joined the Board on 26 October 2011.
The audited results for the period under review show a profit on ordinary activities before taxation of £1.33 million and EPS of 6.4p reflecting a profit on the write-off of the intercompany balances of £0.25 million and a profit on the disposal of subsidiaries of £1.13m. The detailed results for the former trading activities are not disclosed in either the period under review or the comparative figures for the year ended 30 September 2010 as they were disposed of during the period. Net assets at 31 December 2011 amounted to £407,042 and cash balances at that date were £463,816.
The Board believes that value can be generated for shareholders through the implementation of the Company's investing policy through investments or acquisitions, or a combination of both. Such an acquisition or investment may be deemed to be a reverse takeover transaction of the Company under the AIM Rules and would therefore be subject to shareholders' approval.
We are currently considering a number of potential opportunities within the natural resources sector although our discussions remain at an early stage. We recognise that the Company has limited cash resources but believe they are sufficient for us to implement the initial stages of the Company's investing policy and, in the meantime, we are maintaining tight control over costs.
I look forward to updating shareholders as we progress our discussions and am confident that we can implement our investing policy for the benefit of the Company and its shareholders.
Alex Borrelli
Chairman
28 March 2012
Brady Exploration plc
Profit and loss account for 15 months ended 31 December 2011
__________________________________________________________________________________________
15 months ended Year ended
Note 31 December 2011 30 September 2010
£ £
Administrative expenses (50,735) -
_______ _______
Operating loss (50,735) -
Non operating exceptional items
Profit on disposal of subsidiary companies 3 1,381,412 -
_______ _______
Profit on ordinary activities before taxation 1,330,677 -
Interest payable and similar charges (121,928) (121,440)
_______ _______
Profit/(loss) on ordinary activities before taxation 1,208,749 (121,440)
Taxation on profit/(loss) from ordinary activities - -
_______ _______
Profit/(loss) on ordinary activities after taxation 1,208,749 (121,440)
_______ _______
All amounts relate to continuing activities.
All recognised gains and losses and other movements in shareholders' funds are included in the profit and loss account.
Earnings per share 2
Basic 6.4p (1.0p)
Diluted 5.8p (1.0p)
Balance sheet at 31 December 2011
__________________________________________________________________________________________
Note 2011 2011 2010 2010
£ £ £ £
Fixed assets
Investments 3 - 50,000
Current assets
Debtors 13,592 -
Cash at bank and in hand 463,816 -
_______ _______
477,408 -
Creditors:
Amounts falling due within one year (70,366) (759,937)
_______ _______
Net current assets /(liabilities) 407,042 (759,937)
_______ _______
Total assets less current liabilities 407,042 (709,937)
Creditors
Amounts falling due after more than one year - (600,000)
_______ _______
Net assets/(liabilities) 407,042 (1,309,937)
_______ _______
Capital and reserves
Called up share capital 577,472 121,856
Share premium account 2,887,296 2,842,942
Share based payment reserve 8,260 -
Profit and loss account (3,065,986) (4,274,735)
_______ _______
Shareholders' funds/(deficit) 407,042 (1,309,937)
_______ _______
The financial statements were approved by the Board and authorised for issue on 28 March 2012.
Alex Borrelli
Director
28 March 2012
Cash flow statement for the 15 months ended 31 December 2011
__________________________________________________________________________________________
Note 2011 2011 2010 2010
£ £ £ £
Net cash outflow from operating activities (11,155) -
Returns on investments and
servicing of finance
Interest paid - -
_______ _______
Net cash inflow from returns on
investment and servicing of finance - -
Acquisitions and disposals
Sale of subsidiary company 1 -
_______ _______
Net cash inflow from capital expenditure
and financial investment 1 -
_______ _______
Cash outflow before financing (11,154) -
Financing
Issue of shares 500,000 -
Share issue costs (25,030) -
_______ _______
Cash inflow from financing 474,970 -
_______ _______
Increase in cash in the year 4 463,816 -
_______ _______
Notes to the audited results for the 15 months ended 31 December 2011
1 Accounting policies
The financial statements have been prepared under the historical cost convention and are in accordance with United Kingdom Generally Accepted Accounting Practice.
The principal accounting policies are:
Basis of consolidation
At year end Brady Exploration plc had one wholly owned subsidiary, Brady Exploration (Operations) Limited. Since incorporation, Brady Exploration (Operations) Limited has not commenced operations and has no material assets or liabilities. As such, no consolidated financial statements have been prepared on the basis that in accordance with section 405 of the Companies Act 2006 its inclusion is not material for the purpose of giving a true and fair view.
Going concern
The financial statements have been prepared on the going concern basis as, in the opinion of the Directors, at the time of approving the financial statements, there is a reasonable expectation that the Company will continue in operational existence for the foreseeable future. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.
Valuation of investments
Investments held as fixed assets are stated at cost less any provision for impairment in value.
Deferred taxation
Deferred tax is provided in full on timing differences that have originated but not reversed by the balance sheet date. 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. Deferred tax balances are not discounted.
Financial Instruments
Financial instruments are measured initially and subsequently at cost. Finance costs are charged to the profit and loss account over the term of the debt so that the amount charged is at the constant rate on the carrying amount of the debt. Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument. Loan stock interest accruals are rolled up and included in the loan stock balance.
Share-based payments
Where share options are awarded to employees, the fair value of the options at the date of the grant is charged to the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit and loss account over the remaining vesting period.
Where equity instruments are granted to persons other than employees, the profit and loss account is charged with the fair value of goods and services received.
Where warrants are issued for services of Directors and employees the accounting treatment is consistent with the above.
2 Earnings per share
Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue is 18,865,307 (2010 - 11,959,988) and the earnings, being profit after tax, are £1,208,749 (2010 - £121,440, loss).
15 months Year
ended ended
31December 30 September
2011 2010
£ £
Reconciliation of profit/(loss)
Profit/(loss) used for calculation of basic and diluted EPS 1,208,749 (121,440)
_______ _______
Reconciliation of denominator
Shares used for calculation of basic EPS 18,865,307 11,959,988
Dilutive effect of shares warrants 2,115,685 -
_______ _______
Shares used in calculation of diluted EPS 20,980,992 11,959,988
_______ _______
Earnings/(loss) per share
Basic 6.4p (1.0p)
Diluted 5.8p (1.0p)
3 Fixed asset investments
Subsidiary Subsidiary
undertakings undertakings
2011 2010
£ £
At 1 October 2010 50,000 50,000
Disposals (50,000) - _______ _______
At 31 December 2011 - 50,000
_______ _______
On 26 October 2011 Brady Exploration plc sold all of its investment in the wholly owned subsidiary, Capcon Limited, for £1 to Capcon Securities Limited. Both Capcon Limited and Capcon Securities Limited are UK incorporated companies.
Also on 26 October 2011 a Deed of Novation was agreed, whereby all the liabilities totalling £1,178,259, excluding £25,000 of loan stock, within Brady Exploration plc at that date were novated and transferred to Capcon Limited. This was part of the sale agreement of Capcon Limited to Capcon Securities Limited. The resulting intercompany balance of £253,152 was written back to the profit and loss account.
At the period end Brady Exploration plc had one subsidiary, Brady Exploration (Operations) Limited. Since incorporation, Brady Exploration (Operations) Limited has not commenced operations and has no material assets or liabilities therefore no consolidated financial statements have been prepared as at the date of these financial statements.
The profit on disposal has been calculated as:-
£
Cash proceeds 1
Intercompany balances written back 253,152
Liabilities transferred:-
Loan stock 600,000
Other loans 142,384
Accruals 410,014
Intercompany balances 25,861
Net assets disposed of:-
Investment in subsidiary undertaking (50,000)
_________
Profit on disposal 1,381,412
________
4 Analysis of net funds /(debt)
At
1 October Cash Other non- 31 December
2010 flow cash movements 2011
£ £ £ £
Cash at bank and in hand - 463,816 - 463,816
Cash - 463,816 - 463,816
Debt due after one year (600,000) - 600,000 -
Debt due within one year (353,832) - 328,832 (25,000)
Other loans (126,638) - 126,638 -
Financing (1,080,470) - 1,055,470 (25,000)
Total (1,080,470) 463,816 1,055,470 438,816
_________ _______ ________ _______
5 The financial information set out above does not constitute the company's statutory accounts for the 15 months ended 31 December 2011 and the year ended 30 September 2010 but is derived from those accounts. Statutory accounts for 2010 have been delivered to the Registrar of Companies and those for 2011 will be delivered following the company's annual general meeting. While the financial information included in this announcement has been prepared in accordance with the recognition and measurement criteria of United Kingdom Generally Accepted Accounting Practice (UK GAAP), this announcement does not itself contain sufficient information to comply with UK GAAP.
6 The Annual Report and Accounts for the 15 months ended 31 December 2011 and the Notice of Annual General Meeting are expected to be available to view and download from Brady's website (www.bradyexploration.com) from 28 March 2012 in accordance with rule 26 of the AIM Rules for Companies.
Related Shares:
MTR.L