27th Jul 2006 15:00
Castor Investments Plc27 July 2006 CASTOR INVESTMENTS PLC (the "Company") Preliminary results for the period 31 January 2005 to 31 March 2006 Extracts from the Chairman's Statement and the Report of the Directors Chairman's Statement I have pleasure in presenting the first results for Castor Investments Plc(Castor), for the fourteen months ended 31 March 2006. In February this year the directors became aware of an investment opportunity,and after due consideration, your company invested £750,000 in Phynova Group Plc(Phynova), a private company engaged in the development of pharmaceuticalsderived from Chinese botanical drugs. Your company's holding representsapproximately 8.45% of the issued share capital of Phynova, which subsequentlylisted its shares on AIM on 27 February, 2006. In addition to the above investment, your company had cash balances of £251,997at 31 March 2006. I am pleased to announce that a further potential acquisition has now beenidentified, and negotiations are at an advanced stage. Subject to there being nounforeseen circumstances, it is anticipated that your board of directors will bepresenting their recommendations to shareholders before the end of September.Your Board intends, after the receipt of the appropriate shareholder approval,to apply to the London Stock Exchange for the company's shares to be readmittedto AIM, and the listing for your shares duly restored. Enquiries: Castor Investments PlcDavid Barton (Chairman) Tel: 020 7584 9256 Teather & Greenwood LtdHarry Nicholas Tel: 020 7426 9000 Audited Profit and loss account for the period 31 January 2005 to 31 March 2006 Note 2006 £ Administrative expenses (71,719) Operating loss 2 (71,719) Interest receivable 4 46,080 Loss on ordinary activities before taxation (25,639) Taxation 5 - Loss for the financial year (25,639) Earnings per share from ordinary activitiesBasic and diluted loss per share 6 (0.10p) All gains and losses have been included in the profit and loss account. All amounts relate to continuing activities. Audited Balance sheet at 31 March 2006 Note 2006 £ Current assets Investments 7 750,000 Debtors 8 4,057 Cash at bank and in hand 9 251,997 1,006,054 Creditors: amounts falling due within one year 10 (31,342) Net current assets 974,712 Net assets 974,712 Capital and reserves Called up share capital 12 272,000 Share premium account 14 703,351 Share warrant reserve 15 25,000 Profit and loss account 15 (25,639) Shareholders' funds 13 974,712 Audited Cash flow statement for the period 31 January 2005 to 31 March 2006 Note 2006 £ Net cash outflow from operating activities 16 (44,434) Returns on investments and servicing of finance Interest received 46,080 Financial investment Acquisition of current asset investments (750,000) Cash outflow before financing (748,354) Financing Proceeds from the issue of share capital 1,060,000 Less costs of raising share capital (59,649) Net cash inflow from financing 1,000,351 Increase in cash 251,997 Notes forming part of the financial statements 1 Accounting policies a. Basis of presentation Castor Investments Plc (the "Company") is a company incorporated in England. These financial statements have been prepared under the historical cost convention and applicable accounting standards and in accordance with the Companies Act 1985. The accounting policies set out below have, unless otherwise stated, been applied consistently in these financial statements. b. Classification of current asset investments Investments in companies listed on a recognised stock exchange purchased and held for re-sale are stated at the lower of cost and net realisable value. c. Trade and other receivables These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are comprised of prepaid expenses. d. Provisions A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. e. Taxation Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. f. Share based payment Equity settled cash transactions are recognised at the cash value of the services received. The corresponding equity credit is allocated to share capital, share premium or to the share warrant reserve as appropriate. 2 Operating loss 2006 £ This has been stated after charging: Auditors' remuneration 7,000 In addition to the above, fees of £6,000 were charged by the auditors in relation to their role as Reporting Accountants to the Company. This has been offset against the share premium account. 3 Employees The average number of persons employed by the Company (including Directors) during the period, analysed by category, was as follows: 2006 Number Management 2 The Company employed one executive director and one non-executive director during the period. The Company did not have any employees other than directors in the period. The aggregate payroll costs of these persons were as follows: 2006 £ Directors remuneration 11,666 The remuneration of the Chairman was £5,833. The remuneration of the highest paid director was £5,833. 4 Interest receivable 2006 £ Interest receivable 46,080 5 Taxation on loss on ordinary activities There is no tax charge for the period due to the loss arising. Deferred tax assets are only recognised when it is more likely than not that they will be recovered. 6 Loss per share The calculation of basic loss per share is based upon the net loss after tax 2006 attributable to the ordinary shareholders of £25,639 and a weighted average number of shares in issue, for the period 31 January 2005 to 31 March 2006 of 25,868,471. Loss per share 0.10p £ Loss attributable to ordinary shareholders (25,639) Weighted average number of ordinary shares Number Issued ordinary shares at 31 January 2005 2 Effect of issue on 16 February 2005 4,811,763 Effect of issue on 21 February 2005 2,376,471 Effect of issue on 22 February 2005 18,680,235 Weighted average number of ordinary shares at 31 March 2006 25,868,471 Diluted loss per share The effect of all potential ordinary shares under option is anti-dilutive. Details of the share options issued which could be dilutive in the future are set out in notes 12 and 19. Shares held under option Fixed number of shares Directors share options 19 1,088,000 Teather & Greenwood 'first option' 12 816,000 1,904,000 Exercise price 0.05p Variable number of shares 12 Teather & Greenwood 'second option' All options are exercisable by 2 March 2007. 7 Investments 2006 £ Cost at 31 January 2005 - Additions at cost 750,000 Cost at 31 March 2006 750,000 This investment comprises 1,250,000 ordinary shares representing approximately 8.45% of the ordinary equity share capital of Phynova Group plc. Phynova Group plc is listed on the AIM market in London. Details of the current value are given in note 11. 8 Debtors 2006 £ Other debtors and prepayments 4,057 9 Cash at bank and in hand 2006 £ Interest earning bank deposit 251,997 Cash and cash equivalents consist of cash. 10 Creditors: amounts falling due within one year 2006 £ Other creditors and accruals 31,342 11 Financial instruments An explanation of the objectives and policies for the holding of financial instruments and the strategies for achieving those objectives is given in the Directors' report. Fair values of financial assets and liabilities Set out below is a comparison by category of book values and fair values of the Company's financial assets and liabilities. Where available, market rates have been used to determine current values. At 31 March 2006 Book value Current Value £ £ Listed investments 750,000 1,250,000 Cash 251,997 251,997 12 Share capital 2006 2006 Number £ Authorised Ordinary shares of £0.01 each 200,000,000 2,000,000 Allotted, called up and fully paid Ordinary shares of £0.01 each 27,200,000 272,000 2006 Note Number Number of ordinary shares In issue at 31 January 2005 2 Issued for cash on16 February 2005 at par 4,999,998 Issued for cash on 21 February 2005 at par 2,500,000 Issued for cash on 2 March 2005 at 5p 1 19,700,000 In issue at 31 March 2006 27,200,000 1 These shares were allotted conditionally upon the admission of the Company to AIM. On 22 February 2005, the condition was satisfied and the shares were fully paid. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share. On 22 February 2005 the Company issued two options to Teather & Greenwood the Company's 'Nominated Adviser and Broker' in consideration for services provided in respect of the floatation of the Company. The first option was for 816,000 options at a purchase price of 5 pence per share. The second option is for a total number of shares calculated as 1% of the number of ordinary shares in issue following the completion of the first major acquisition which results in the Company acquiring an investment in a third party company or business and which also results in the relevant class tests under the AIM rules exceeding 50%. The option price is to be calculated as equal to price per share implicit within the acquisition contract. Both options expire on 2 March 2007. The fair value of the services provided has been credited to the share warrant reserve (note 15). 13 Reconciliation of shareholders' funds 2006 £ At beginning of the period - Shares issued 272,000 Share premium 788,000 Share issue expenses (84,649) Share warrant reserve 25,000 Loss for the period (25,639) At 31 March 2006 974,712 14 Share premium account 2006 £ At 31 January 2005 - Issued in the period 788,000 Share issue expenses (59,649) Equity settled share issue expenses 15 (25,000) At 31 March 2006 703,351 15 Profit and loss account and share warrant reserves Share warrant Profit and loss reserve account 2006 2006 £ £ At 31 January 2005 - - Value of services received 25,000 Loss on ordinary activities after taxation for the period - (25,639) At 31 March 2006 25,000 (25,639) 16 Net cash flow from operating activities 2006 £ Net operating expenses (71,719) Increase in trade and other receivables (4,057) Increase in trade and other payables 31,342 Net cash outflow from operating activities (44,434) 17 Analysis of changes in funds At beginning of Cash flow At end of period period £ £ £ Cash at bank - 251,997 251,997 18 Reconciliation of net cash flow to movement in net funds At end of period £ Net cash at beginning of period - Increase in cash in period 251,997 Net cash at end of period 251,997 19 Directors' share options 2006 £ Shares held under option 1,088,000 Exercise price 0.05p The options are exercisable at any time until 2 March 2007. Basis of reporting The financial information set out above does not constitute statutory accountswithin the meaning of section 240 of the Companies Act 1985. This financial information contains information extracted from the auditedfinancial statements of Castor Investments plc for the period ended 31 March2006. The statutory accounts are being sent to the shareholders. The statutory accounts include an audit report which was unqualified and whichdid not contain a statement under section 237 (2) or (3) of the Companies Act1985. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Mercia Asset