Sperati C.A. Final Results C.A. SPERATI (THE SPECIAL AGENCY) P.L.C. PRELIMINARY STATEMENT OF ANNUAL RESULTS FOR THE 12 MONTH YEAR ENDED 31 OCTOBER 2012 C.A. SPERATI (THE SPECIAL AGENCY) P.L.C. EGM NOTICE Notice hereby given, in accordance with Companies Act 2006, that CA Sperati ( The Special Agency ) P.L.C gives notice of an intention to hold an EGM on the 17th April 2013 at 11.30 a.m at 54, Westcombe Hill, London SE10 OLR. In accordance with Section 656 of the Companies Act 2006 this is to address a 'Serious Loss of capital' where net assets of the company are half or less of the called up share capital. A circular for the upcoming AGM and EGM will be posted out to shareholders in due course. CHAIRMAN'S STATEMENT . FOR THE 12 MONTH PERIOD ENDED 31 OCTOBER 2012 The Directors' present their report and the audited financial statements of C.A. Sperati (The Special Agency) P.L.C. for the year ended 31 October 2012. PRINCIPAL ACTIVITIES The principal activity of the company during the year continues to be that of button and trimming merchants. REVIEW OF THE BUSINESS AND ANALYSIS USING KEY PERFORMANCE INDICATORS The Company has had a further disappointing year with turnover falling from £260,101 in the previous year to £211,965 this year. Anticipated increases in turnover did not materialise due to the tough economic climate and loss of customers going out of business or scaling back production levels. The full years' pre tax loss was £319,489 compared to a pre-tax loss of £367,137 for the year ended 31 October 2011. The cash position at the end of the year fell to £42,222 however the cash flow position is being addressed by the directors and increased sales focus on new client wins for 2012 / 2013 which is already resulting in an increase new clients accounts with the company. The orderbook is strengthening and the short term outlook is improving. On an ongoing basis the company continues to closely measure turnover, gross profit and cash flow. However, since the year end, and following an aggressive sales strategy, there has been a significant increase in sales forecast for the forthcoming year. In addition the Company is in advance negotiations with various new customers and if these prove to be successful, turnover will increase substantially from previous years. The Company's increased sales outlook have also been helped by the fact that one major competitor has recently gone in to liquidation which has opened up further order book opportunities. The directors acknowledge that trading conditions continue to be very tough in the current economic climate and that the existing buttons business has limited potential and are therefore still considering diversifying into other business activities or looking at other options to utilise the companies listing for the maximum benefit of shareholders. The directors are considering the sale of the freehold property to free up working capital. Further details are explained in this Report under Future Developments below. A loan facility of £50,000 was made available to the Company by Mr K Jackson, a Director of the Company. At the balance sheet date £30,000 of this loan facility had been drawn down by the Company. The loan, which was made on 26 October 2012 is unsecured and accrues interest at 9% per annum. The loan plus accrued interest has a repayment date of 26 October 2013. KEY PERFORMANCE INDICATORS The Board monitors the activities and performance of the Company on a regular basis. The Board uses financial indicators based on budget versus actual. The indicators set out below have been used by the Board to assess performance over the year to 31 October 2012. The main KPIs for the Company are listed as follows:
| 2012 | 2011 | Cash and cash equivalent | 42,222 | 204,237 | Gross Profit (excluding exceptional items) | 98,549 | 120,749 | Turnover | 211,965 | 260,101 |
PRINCIPAL RISKS & UNCERTAINTIES There is a low level of cash immediately available at the year end, and the Directors are currently relying on a loan facility provided by Mr K Jackson, a Director of the Company. Further details are provided in note 13 and in the statement of going concern. COMPETITION Although the Directors believe that there are few barriers to entry into the markets in which it operates, and there is a risk of new market entrants which may adversely affect the ability of the Company to achieve the market penetration it seeks. The Company faces competition in all its markets from suppliers of similar products and/or services and regularly bids against such competition and is aware that this may have a negative impact on the growth and margins achievable. One major competitor has recently gone in to liquidation which has opened up further orderbook opportunities. RELIANCE ON KEY INDIVIDUALS & PERSONNEL The Company is a small organisation which is heavily reliant on the General Manager of the Company for its market strategy and reliant on the 3 Directors for leadership and finance strategy. If any of these individuals were to leave the Company, then it could have a significant adverse effect on the growth prospects of the Company. The success of the Company depends on its ability to retain experienced staff. The loss of the services of key personnel or the inability to attract additional qualified personal as the Company grows could have an adverse effect on the Company's business, financial condition and trading results. GOING CONCERN In considering the Company's ability to continue operations for the foreseeable future, the Directors have considered the Company's forecast operating cash flow for the period up to the end of March 2014. As mentioned elsewhere in this Report, there has been an increase in sales forecast for the forthcoming year. The forecast increase in sales is expected to be generated through a general improvement within the industry for manufacturing and increased demand for UK products. In addition a rival company has recently gone into administration which has opened up further order book opportunities. The Directors are also in advance negotiations with various new customers and if these prove to be successful, turnover will increase substantially from previous years. As a result, the directors have therefore forecast sales to be increasing in the next year. The directors acknowledge that trading conditions continue to be very tough. The existing buttons business has limited potential and the Directors are therefore still considering diversifying into other business activities or looking at other options to utilise the companies listing for the maximum benefit of shareholders. From a liquidity point of view costs continue to be monitored very tightly and the directors have confirmed that they will continue to defer some of their salaries, where necessary, until the Company has sufficient funds available. In addition the directors believe that the Company may require an additional funding of up £30,000 to finance ongoing working capital requirements in order to continue as a going concern at least until 31 March 2014. Mr K Jackson has agreed to defer repayment of the existing loan totalling £50,000 at the date of this Report until the Company has sufficient funds available and to provide a further loan facility of £30,000, when required, to cover ongoing working capital needs. For these reasons the directors have a reasonable expectation that the Company have adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements. The Directors anticipate disposing of the Company's freehold property to provide further working capital subject to shareholder approval. POLICY ON PAYMENT OF SUPPLIERS The Company's policy is to agree terms of payment with suppliers and abide by those terms subject to timely submission of acceptable invoices. Where prompt payment settlement discount is available it is the Company's policy to settle accounts whenever possible within the discount period. In order to manage their cash more effectively, where possible, the Company negotiates special terms with certain suppliers to delay payments. At the year end, the amounts owing to trade creditors represented an average of 96 days supplies (2011: 64 days). FINANCIAL RISK MANAGEMENT The Company's policy is to maximise the after tax return on cash deposits, to take all discounts available from the settlement of financial liabilities and to offer settlement discounts that result in the early payment of financial assets, thus minimising credit risk. The Company has exposure to cash flow risk & liquidity risk. It has minimal exposure to price risk. The Company's principal risk is its' exposure to credit risk through its trade debtors and bank deposits. It is also exposed to foreign currency risk as the majority of trade creditors are denominated in US Dollars or Euros. See note 20 for details of how this risk is managed. CASHFLOW RISK The company only has interest bearing liabilities in respect of loans from Directors which ensure certainty of future interest cash flows. The Directors will revisit these should the Company's operations change in size or nature. No interest was accrued in the year due to the timing of the receipt of the loan. LIQUIDITY RISK The Company does not actively maintain debt finance, however it manages liquidity risk through reviewing collection terms of debtors and deferring payments and interest where possible. RESULTS AND DIVIDENDS The trading loss for the year after taxation was £319,489 (2011 : £366,743). No dividend is proposed for the year ended 31 October 2012. DIRECTORS The following directors have held office since 1 November 2011. D L Bloom Executive Chairman (Appointed 23.03.2011/Resigned09.05.2012) B Bloom Executive (Appointed 23.03.2011/Resigned 25.01.2012) O Fattal Executive (Appointed 23.03.2011) V Beeny Executive (Appointed 08.09.2005/Resigned 12.07.2012) K Jackson Executive (Appointed 16.11.2011) R Woodbridge Finance Director (Appointed 25.01.2012) In accordance with the company's Articles of Association, R Woodbridge retires by rotation and, being eligible, offers himself for re-election. DIRECTORS' INTEREST IN SHARES AND DEBENTURES Directors' interests in the shares of the company, including family interests, were as follows: At 31 October 2012 At 1 November 2011 Ordinary Shares Ordinary Shares of 50p each of 50p each D L Bloom 2,000 2,000 B Bloom 7,200 7,200 Mrs B Bloom 6,700 6,700 O Fattal 14,000 14,000 V Beeny 180 180 R Woodbridge 10 - K Jackson 10 - No Director has any non beneficial interest in the shares of the company. The only significant contract existing during or at the end of the financial year in which any of the Directors were, or are, materially interested in is the Loan facility in place between Mr K Jackson, a Director of the Company, and the Company at the balance sheet date. There have been no further changes in Directors' interests since the year end. SUBSTANIAL SHAREHOLDINGS According to notifications received, the following persons held 3% or more of the Company's Issued Share Capital on 1 February 2013. Number of Ordinary Percentage of Issued Shares of 50p each Share Capital J B Alexander 16,484 16.48% Mrs A Nash 16,484 16.48% Barnard Nominees Limited 14,384 14.38% O Fattal 14,000 14.00% B Bloom 7,200 7.20% Mrs B Bloom 6,700 6.70% Gift Fund Securities 6,922 6.92% ENVIRONMENTAL MATTERS Whilst the Company has little impact on the environment, it realises that caring for the environment is now almost a prerequisite for business and endeavours to continue being aware of its station, particularly on any local issues. The Company aims to conserve resources by reducing waste and recycling materials wherever possible, appropriate and financially practical and to comply with environmental legislation and continue with the effective use of electricity, oil and water, currently undertaken on a daily basis. EMPLOYEES SOCIAL AND COMMUNITY ISSUES Employees, social and community issues are not included in the Directors' Report as allowed under the Listing Rules. CORPORATE GOVERNANCE The Company has not fully complied with corporate governance guidelines. It continues to ensure that it conducts it activities to the highest standards of honesty, integrity and openness. Copies of the UK Corporate Governance Code, to which the company is subject, are available from www.frc.org.uk. THE BOARD OF DIRECTORS The Board comprises 3 Executive Directors who meet on a regular basis. It has reserved for its consideration and approval the Company's strategy, major items of capital expenditure and material contracts. In view of the Company's size and the close involvement of the Executive Directors, informal discussions and consultation provides effective control over the day to day running of the Company. In the furtherance of their duties and responsibilities, the Directors take as deemed necessary independent legal, accounting and other professional advice at the Company's expense. DIRECTORS' INDEMNITY The Company has not provided qualifying third-party indemnities for the benefit of its Directors. DIRECTORS BIOGRAPHIES Mr K D G Jackson Mr Jackson. B.Sc (Hons) Civil Engineering, aged 56, is an experienced property professional with significant commercial knowledge in acquisition, development, management and funding and has extensive knowledge of hotel, residential and commercial development having completed over 250 projects. Mr. Jackson is a owner and partner of Chesterford Properties Limited (Chesterford LLP and Cuthbert LLP) which is a development/investment company. Chesterford has completed some £100m of hotel projects for Travelodge, Whitbread and Accor. He previously worked as Property Director for Travelodge (Main Board Director) where he was part of the successful Permira acquisition team that acquired Travelodge and Little Chef in a £750m buy out from Compass Plc. Mr Jackson has also served previously as Property Director for Compass Plc managing a portfolio of some 800 properties, and previously Property Development Manager for Granada Plc. Mr R J Woodbridge Mr Woodbridge BA Hons (Accountancy and Finance), CIMA is aged 40. Following senior positions with Lloyds TSB, BT and Equiniti Ltd , Mr Woodbridge has over recent years provided finance directorate services to a range of small to medium sized companies. Mr O Fattal Mr Fattal is aged 30. Mr Oliver Fattal has worked in the personal training business based at the famous Chelsea Harbour club in London. Mr. Fattal's family has been successfully involved in the property industry for many years, and with family support he decided to become involved in the property industry. After a period working for commercial property agency Tuckerman in Victoria, followed by a period with Rickman Property agents in Kensington, he started to acquire commercial and residential properties and has built up a private portfolio. REPORTING AND CONTROLS The Board is fully aware of its duty to present a balanced and understandable assessment of the Company's position. There is an ongoing process for identifying, evaluating and managing significant risks faced by the Company through detailed reviews of cash balances, debtor balances and liabilities. These are regularly carried out which provides for an effective system of internal control and ensures that a going concern state of affairs will prevail. The Board had discussions with the previous auditors during the year which has been seen in the past as obviating the need for an Audit Committee to be specifically appointed, however in the light of the UK Corporate Governance Code this matter is kept under review. This leads to non-compliance with the Disclosure and Transparency Rules section 7.1 and the UK Corporate Governance Code sections C3.1-3.8, as there is no audit committee. The Board's specific responsibilities for reporting to shareholders and the assets of the Company are set out on Page 14 of the report. There is currently no internal audit function as this is not deemed necessary due to the size and nature of organisation. The Directors acknowledge their responsibility for the Company's systems of internal controls and for reviewing their effectiveness. These internal controls are designed to safeguard the assets of the Company and to ensure the reliability of financial information for both internal use and external publication. Whilst the Directors are aware that no system can provide absolute assurance against material misstatement or loss, continuing reviews of internal controls will be undertaken to ensure that they are adequate and effective. The Directors have reviewed the Company's system of internal controls and consider them to adequate for the size and complexity of the business. COMPANY RULES FOR APPOINTMENT AND REPLACEMENT OF DIRECTORS The appointment and removal of directors is governed by the Company's Memorandum and Articles of Association. It is intended to update the Memorandum and Articles during 2013. DIRECTORS POWERS AT YEAR END TO ISSUE OR BUY BACK SHARES There are currently no powers given to the directors to issue or buy back shares, other than general powers conferred through the Companies Act. BOARD MEETINGS AND ATTENDANCE The directors' met regularly during the financial year ended 31 October 2012 Director Board Meetings D L Bloom 3 B Bloom 1 O Fattal 7 V Beeny 4 K Jackson 6 R Woodbridge 7 SHARE CAPITAL The Company only has one class of share, as disclosed in note 15 to the accounts. There are no securities carrying special rights or any voting right restrictions on any shares in the company. STATEMENT OF COMPLIANCE WITH THE UK CORPORATE GOVERNANCE CODE The Company has not been fully compliant during the year. The directors acknowledge this and keep the matter under consideration. Although there are a number of areas where the company does not comply with the guidelines set out in corporate governance code, the directors are satisfied that the levels of control and mandate management are to high standards and commensurate with the size of the company. The main areas of non compliance are as follows:- ·; Code Provision A.1.3 - the Company does not have appropriate insurance cover in respect of legal action against its directors. ·; Code Provision A.3.1 - the chairman was not independent on appointment. ·; Code Provisions A.4.1, 4.2 and 4.3 - the Company does not have any independent non-executive directors where the code requires a minimum of 2. ·; Code Provisions B.1.2, 2.1, 2.2, 2.3, 2.4, 3.1, 3.2, and 7.2 - the Company does not have any independent non-executive directors where the code requires a minimum of 2. As a result the company does not have a nomination committee for board appointments or recommendations to the board. ·; Code Provision B.6.1and 6.3 - the board does not state in the annual report how performance evaluation of the board, its committees and its individual directors has been conducted, and there are no non-executive directors to evaluate the performance of the chairman. ·; Code Provision B.7.1and 7.2 - all directors are not subject to election by shareholders at the first AGM after their appointment. ·; Code Provisions C.3.1, 3.2, 3.3, 3.4, 3.5,3.6, 3.7 and 3.8 - the Company does not have any independent non-executive directors where the code requires a minimum of 2 and as a result has not formed an audit committee. ·; Code Provisions D.1.1, D.1.3, 1.4, 2.1, 2.2, and 2.3 - the Company does not have independent non-executive directors where the code requires a minimum of 2 and as a result has not formed a remuneration committee or a remuneration policy for non-executive directors. ·; Code Provision E.1.1 and 1.2 - the Company does not comply with the requirements as it does not have any non-executive directors. ·; Code Provision E2.3 - in the absence of a remuneration or audit committee the chairman cannot arrange for members of these committees to be available at the AGM to answer questions for shareholders. FUTURE DEVELOPMENTS The Company has an ongoing project of seeking new clients and markets in an attempt to establish a broader client base. The new management is addressing this with vigour. There are a number of clients won since the year end and more potential clients in the advanced stages of negotiations. Some of which we hope will significantly increase turnover. Trading currently continues to be challenging, but there are indications of improvement. The directors are considering the sale of the freehold property to free up working capital. The business could then be moved in to more suitable rented premises. The directors anticipate the disposal of the property within the year. The directors remain of the opinion that the existing buttons business has limited potential and are therefore still considering diversifying into other business activities or looking at other options to utilise the companies listing for the maximum benefit of shareholders. INVESTOR RELATIONS The Company is committed to the development of open and effective communications with all of its shareholders. Shareholders are welcome to meet or speak with directors at anytime. Contact the company for further information. MARKET VALUE OF LAND AND BUILDINGS The changes in fixed assets during the year are explained in note 9 to the financial statements. The Directors consider that the market value of land is approximately £406,000 higher than the book value of £39,436. If the land was to be sold at this higher amount, the estimated taxation liability would be £48,000. POST BALANCE SHEET EVENTS Subsequent to the year end, the Company has drawn down a further £20,000 of the £50,000 loan facility entered into with Mr K Jackson, a Director of the Company, at the balance sheet date. This loan is repayable by 26 October 2013. Details on this loan facility can be found on the Company announcement dated 7 December 2012. STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS The directors who were in office on the date of approval of these financial statements have confirmed, as far as they are aware, that there is no relevant audit information of which the auditors are unaware. Each of the directors have confirmed that they have taken all the steps that they ought to have taken as directors in order to make themselves aware of any relevant audit information and to establish that it has been communicated to the auditor. AUDITORS Baker Tilly UK Audit LLP resigned during the year and Littlejohn LLP were appointed. A resolution to re-appoint Littlejohn LLP as auditors of the Company will be put to the members at the Annual General Meeting. By order of the Board KEVIN JACKSON DIRECTOR 28 February 2013 Statement of Directors' Responsibilities The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors are required to prepare the group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and have also chosen to prepare the parent company financial statements under IFRSs as adopted by the EU. Under company law the directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, International Accounting Standard 1 requires that directors: ·; properly select and apply accounting policies; ·; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information; ·; provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and ·; make an assessment of the company's ability to continue as a going concern. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Responsibility statement We confirm that to the best of our knowledge: ·; the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and ·; the management report, which is incorporated into the directors' report, includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. By order of the Board K D G Jackson R J WoodbridgeChairman Finance Director 28 February, 2013 28 February, 2013 Contacts: Kevin Jackson, Chairman, CAS - 01509 670314 | 