29th Sep 2016 07:00
29 September 2016
BLENHEIM NATURAL RESOURCES PLC
("Blenheim" or the "Company)
Final Results for the year ended 30 April 2016
Blenheim is pleased to announce its final results for the year ended 30 April 2016.
Copies of the Company's annual report and financial statements for the year ended 30 April 2016 will shortly be sent to shareholders and will be available at the Company's website: www.blenheimnaturalresources.com
For further information please contact:
Chris Ells | Blenheim Natural Resources Plc | +44 (0) 1622 844601 |
Colin Aaronson/Jamie Barklem/ Daniel Bush | Grant Thornton UK LLP | +44 (0) 20 7383 5100 |
Nick Emerson | SI Capital Ltd | +44 (0)1483 413500 |
Lucy Williams / Duncan Vasey | Peterhouse Corporate Finance Limited | +44 (0) 20 7469 0932 |
Colin Rowbury | Cornhill Capital Limited | +44 (0) 20 7710 9610 |
The information contained within this announcement is considered to be inside information, for the purposes of Article 7 of EU Regulation 596/2014, prior to its release.
CHAIRMAN'S STATEMENT
Challenging times persist for the natural resources sector, but I am pleased to report that Blenheim has finalised two transactions since the beginning of 2016 and the Company continues to explore opportunities for major transactions.
In February, the Company invested in IGS (International Geoscience Services) Limited ("IGS"). IGS is a company which was spun out of the British Geological Survey and, in addition to its global consulting business, has created IGS Xplore, a cutting-edge system for picking exploration targets from geoscientific data using a unique knowledge-based approach.
In August, Blenheim signed a Subscription Option Agreement with TAM Mining Limited, which holds the exclusive rights, via a local subsidiary, to a highly prospective large copper/gold project in the North Western Province of Zambia. At a cost to Blenheim of only £1, the option allows the Company to acquire 7.5% of TAM's equity by providing corporate and technical input.
The results for Blenheim for the year ended 30 April 2016 show a loss of £234,588 (2015: £252,123). A proportion of this loss relates to the further full impairment of the Company's investment in African Eagle Resources Plc ("AFE") of £82,345 (2015: £86,832). After AFE entered administration, as announced by Blenheim on 3 February 2016, the Company then endeavoured to acquire AFE as a shell and relist it in South Africa. After due diligence by the Company, it was not deemed economic to pursue this course of action.
Operating costs, including maintenance of the Company's AIM listing, were £175,227 (2015: £86,748), whilst changes in fair value of investments and profit on disposal of financial assets at fair value provided a net gain of £51,954 (2015: loss of £49,243).
We reiterate our stated strategy of making investments in "good value" companies and projects in the natural resources sector, technology associated with the natural resources sector, and in the agribusiness sector by way of cash and Blenheim stock. As an investment company, we are well positioned to take advantage of low valuations in these core sectors.
We continue to receive many investment propositions and we are confident that we will be able to make strategic investments to benefit Blenheim shareholders.
I look forward to providing the Company's shareholders with future updates.
Chris Ells
Chairman
28 September 2016
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2016
Year ended | Year ended |
| |||
30 April 2016 | 30 April 2015 |
| |||
Notes | £ | £ |
| ||
| |||||
CONTINUING OPERATIONS |
| ||||
| |||||
REVENUE | 6,196 | 2,361 |
| ||
| |||||
Administrative expenses | (175,227) | (86,748) |
| ||
Impairment of available for sale financial assets | (82,345) | (86,832) |
| ||
Other gains/(losses) - net | 2 | 51,954 | (49,243) |
| |
| |||||
OPERATING LOSS | (199,422) | (220,462) |
| ||
| |||||
Finance income | 315 | 36 |
| ||
Finance costs | (35,481) | (31,697) |
| ||
| |||||
LOSS BEFORE INCOME TAX | (234,588) | (252,123) |
| ||
| |||||
Income tax expense | - | - |
| ||
| |||||
LOSS FOR THE YEAR | (234,588) | (252,123) |
| ||
| |||||
OTHER COMPREHENSIVE INCOME | - | - |
| ||
| |||||
TOTAL COMPREHENSIVE INCOME FOR THE YEAR | (234,588) | (252,123) |
| ||
| |||||
EARNINGS PER SHARE |
| ||||
(expressed in pence per share) |
| ||||
Basic and diluted | 3 | (0.23) | (0.35) |
| |
| |||||
|
STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2016
30 April 2016 | 30 April 2015 | |||
Notes | £ | £ | ||
ASSETS | ||||
NON-CURRENT ASSETS | ||||
Available for sale financial assets | 4 | 260,463 | 82,345 | |
CURRENT ASSETS | ||||
Financial assets at fair value through profit or loss | 5 | 297,378 | 141,334 | |
Cash and cash equivalents | 6 | 207,503 | 39,829 | |
Prepayments | 22,490 | 13,704 | ||
527,371 | 194,867 | |||
TOTAL ASSETS | 787,834 | 277,212 | ||
EQUITY | ||||
Share capital | 7 | 1,350,045 | 1,238,545 | |
Share premium | 7 | 1,383,432 | 801,614 | |
Other reserves | 8 | 501,582 | 493,419 | |
Retained earnings | (2,746,862) | (2,512,274) | ||
TOTAL EQUITY | 488,197 | 21,304 | ||
LIABILITIES | ||||
NON-CURRENT LIABILITIES | ||||
Borrowings | 9 | - | 226,513 | |
CURRENT LIABILITIES | ||||
Borrowings | 9 | 245,476 | - | |
Trade and other payables | 54,161 | 29,395 | ||
TOTAL LIABILITIES | 299,637 | 255,908 | ||
TOTAL EQUITY AND LIABILITIES | 787,834 | 277,212 |
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2016
Sharecapital | Share premium | Otherreserves | Retainedearnings | Total |
| ||
£ | £ | £ | £ | £ |
| ||
| |||||||
Balance at 1 May 2014 | 1,207,045 | 633,164 | 493,419 | (2,260,151) |
73,477
|
| |
Loss for the year | - | - | - | (252,123) | (252,123) |
| |
Total comprehensive income for the year | - | - | - | (252,123) | (252,123) |
| |
Issue of share capital | 31,500 | 173,250 | - | - | 204,750 |
| |
Issue costs | - | (4,800) | - | - | (4,800) |
| |
Total transactions with owners, recognised directly in equity | 31,500 | 168,450 | - | - | 199,950 |
| |
| |||||||
Balance at 30 April 2015 | 1,238,545 | 801,614 | 493,419 | (2,512,274) | 21,304 |
| |
| |||||||
| |||||||
Balance at 1 May 2015 | 1,238,545 | 801,614 | 493,419 | (2,512,274) | 21,304 |
| |
Loss for the year | - | - | - | (234,588) | (234,588) |
| |
Total comprehensive income for the year | - | - | - | (234,588) | (234,588) |
| |
Issue of share capital | 111,500 | 670,250 | - | - | 781,750 |
| |
Issue costs | - | (88,432) | - | - | (88,432) |
| |
Issue of share options and warrants | - | - | 8,163 | - | 8,163 |
| |
Total transactions with owners, recognised directly in equity | 111,500 | 581,818 | 8,163 | - | 701,481 |
| |
| |||||||
Balance at 30 April 2016 | 1,350,045 | 1,383,432 | 501,582 | (2,746,862) | 488,197 |
| |
| |||||||
|
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2016
Year ended | Year ended | |||
30 April 2016 | 30 April 2015 | |||
£ | £ | |||
Cash flows from operating activities | ||||
Loss before income tax | (234,588) | (252,123) | ||
Finance costs | 35,481 | 31,697 | ||
Finance income | (315) | (36) | ||
(Gain)/loss on disposal of trade investments | (51,954) | 49,243 | ||
Impairment of available for sale financial assets | 82,345 | 86,832 | ||
Share based payments | 8,163 | - | ||
(Increase)/decrease in trade and other receivables | (8,786) | 3,226 | ||
Increase/(decrease) in trade and other payables | 21,166 | (2,273) | ||
Net cash used in operating activities | (148,488) | (83,434) | ||
Cash flows from investing activities | ||||
Purchase of available for sale financial assets | (260,463) | (12,546) | ||
Purchase of financial assets at fair value through profit or loss | (210,757) | (147,126) | ||
Proceeds from disposal of financial assets at fair value through profit or loss | 106,950 | 27,299 | ||
Net cash used in investing activities | (364,270) | (132,373) | ||
Cash flows from financing activities | ||||
Proceeds from the issue of share capital | 781,750 | 204,750 | ||
Share issue expenses paid | (84,832) | (4,800) | ||
Interest paid | (16,518) | (16,500) | ||
Interest received | 32 | 36 | ||
Net cash generated from financing activities | 680,432 | 183,486 | ||
Increase/(decrease) in cash and cash equivalents | 167,674 | (32,321) | ||
Cash and cash equivalents at the beginning of the year | 39,829 | 72,150 | ||
Cash and cash equivalents at the end of the year | 207,503 | 39,829 |
NOTES TO THE FINAL RESULTS
1. ACCOUNTING POLICIES
General information
Blenheim Natural Resources Plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 02956279). The Company is domiciled in the United Kingdom and its registered address is Hyde Park House, 5 Manfred Road, London, SW15 2RS. The Company's shares are traded on the AIM market of the London Stock Exchange.
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations as adopted by the European Union and the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets and financial assets at fair value through profit or loss.
The Company is an investment entity and has therefore prepared its financial statement on this basis.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies.
The financial information set out in this announcement does not constitute the Company's statutory accounts for the year ended 30 April 2016 or the year ended 30 April 2015 under the meaning of Section 434 the Companies Act 2006 but is derived from those accounts. The annual report and financial statements for the year ended 30 April 2016 were approved by the Board of Directors on 28 September 2016 along with this announcement, but have not yet been delivered to the Registrar of Companies. The annual report and financial statements will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
The auditor's report on the statutory accounts for the year ended 30 April 2016 is unqualified with an emphasis of matter paragraph. This emphasis of matter paragraph indicates the existence of a material uncertainty which may cast significant doubt about the Company's ability to continue as a going concern and notes that the ability to continue as a going concern is dependent on the Company's ability to raise funds, renegotiate the terms of its convertible loans, and generate returns from its investments.
The statutory accounts for the year ended 30 April 2015 have been filed with the Registrar of Companies. The auditor's report on the statutory accounts for the years ended 30 April 2015 was unqualified and did not contain a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.
Going concern
The financial statements have been prepared assuming the Company will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading or seeking protection from creditors pursuant to laws or regulations.
The assessment has been made on the Company's anticipated activities which have been included in the financial forecast and in which Management has taken into account all available information for the foreseeable future, in particular for the 12 months from the date of approval of the financial statements. It also considers the Directors' assessment regarding the potential settlement of the convertible loan notes. The Directors carefully manage running costs and post year end, have reduced their fees in order to conserve cash resources.
Whilst the Directors remain actively cost conscious and value focused, the Company will still need to attract additional funding to meet its strategic goals.
To this end the Directors are in discussions with various parties in relation to potential acquisitions that have been identified and which are expected to contribute positively to cash flow in the short to medium term. The Directors are also looking at funding options, including the raising funds on the open market, to take advantage of acquisitions potentially available and to fund ongoing operations.
On this basis, the Directors have formed a judgement, at the time of approving the financial statements, that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason the Directors have adopted the going concern basis in preparing the financial statements.
Should the Company be unable to continue operations, adjustments would have to be made to reduce the value of the assets to their recoverable amounts, to provide for future liabilities which might arise and to reclassify non-current assets to current assets.
2. OTHER GAINS/(LOSSES) - NET
30 April 2016 | 30 April 2015 | |||
£ | £ | |||
Fair value gains/(losses) on financial assets at fair value through profit or loss | 51,954 | (49,243) |
3. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Reconciliations are set out below.
30 April 2016 | ||||||
Weighted | ||||||
average | ||||||
number | Per-share | |||||
Earnings | of | amount | ||||
£ | shares | pence | ||||
Basic EPS | ||||||
Earnings attributable to ordinary shareholders | (234,588) | 102,397,288 | (0.23) | |||
Effect of dilutive securities | - | - | - | |||
Diluted EPS | ||||||
Adjusted earnings | (234,588) | 102,397,288 | (0.23) | |||
30 April 2015 | ||||||
Weighted | ||||||
average | ||||||
number | Per-share | |||||
Earnings | of | amount | ||||
£ | shares | pence | ||||
Basic EPS | ||||||
Earnings attributable to ordinary shareholders | (252,123) | 71,151,200 | (0.35) | |||
Effect of dilutive securities | - | - | - | |||
Diluted EPS | ||||||
Adjusted earnings | (252,123) | 71,151,200 | (0.35) | |||
On 30 October 2015 the Directors passed a resolution to undertake a sub division of the Ordinary Shares in issue at a rate of 100 for 1. Following the sub division the nominal value of each share became 0.10 pence per share from 10 pence per share. As a consequence the weighted average number of shares in the comparative has been restated.
In accordance with IAS 33 the share options in issue do not have a dilutive impact on earnings per share for the year ended 30 April 2016.
4. AVAILABLE FOR SALE FINANCIAL ASSETS
2016 | 2015 | |||
£ | £ | |||
At 1 May | 82,345 | 156,631 | ||
Additions | 260,463 | 12,546 | ||
Impairment | (82,345) | (86,832) | ||
At 30 April | 260,463 | 82,345 | ||
The above represents the Company's strategic equity holding in African Eagle Resources Plc and IGS (International Geoscience Services) Limited referred to in the Chairman's Statement.
5. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
2016 | 2015 | |||
£ | £ | |||
Equity securities - held for trading | 297,378 | 141,334 | ||
Financial assets at fair value through profit or loss are presented within 'operating activities' as part of changes in working capital in the Statement of Cash Flows.
Changes in fair values of financial assets at fair value through profit or loss are recorded in 'other gains/(losses) - net' in the Income Statement.
The fair value of all equity securities is based on their current bid prices in an active market.
6. CASH AND CASH EQUIVALENTS
2016 | 2015 | |||
£ | £ | |||
Cash at bank | 207,079 | 38,578 | ||
Cash held in investment portfolio | 424 | 1,251 | ||
207,503 | 39,829 |
7. SHARE CAPITAL
Number of shares | Ordinary shares | Deferred shares | Share premium | Total | ||
No. | £ | £ | £ | £ | ||
At 1 May 2014 | 412,909 | 41,335 | 1,165,710 | 633,164 | 1,840,209 | |
Issue of shares | 315,000 | 31,500 | - | 173,250 | 204,750 | |
Share issue costs | - | - | - | (4,800) | (4,800) | |
At 30 April 2015 | 727,909 | 72,835 | 1,165,710 | 801,614 | 2,040,159 | |
At 1 May 2015 | 727,909 | 72,835 | 1,165,710 | 801,614 | 2,040,159 | |
Sub division of shares | 72,062,991 | - | - | - | - | |
Issue of shares | 111,500,000 | 111,500 | - | 670,250 | 781,750 | |
Share issue costs | - | - | - | (88,432) | (88,432) | |
At 30 April 2016 | 184,290,900 | 184,335 | 1,165,710 | 1,383,432 | 2,733,477 | |
On 30 October 2015 the Directors passed a resolution to undertake a sub division of the Ordinary Shares in issue at a rate of 100 for 1. Following the sub division the nominal value of each share became 0.10 pence per share from 10 pence per share.
On 30 October 2015, 31,500,000 Ordinary Shares of 0.10p each were allotted as fully paid at a premium of 0.35 pence per share during the year.
On 17 December 2015, 80,000,000 Ordinary Shares of 0.10p each were allotted as fully paid at a premium of 0.70 pence per share during the year.
8. OTHER RESERVES
Shares to be issued | Share option reserve | Merger reserve | Total | |
At 1 May 2014 | 76,135 | - | 417,284 | 493,419 |
At 30 April 2015 | 76,135 | - | 417,284 | 493,419 |
Issue of share options and warrants | - | 8,163 | - | 8,163 |
At 30 April 2016 | 76,135 | 8,163 | 417,284 | 501,582 |
Merger relief reserve of £417,284 (2015: £417,284) arose in the period ended 31 December 1995 and relates to shares that were issued on a share for share basis in relation to the Langdon (Coffee & Tea) Limited transaction.
Shares to be issued comprise the equity component of the compound financial instruments issued in the past.
Share option reserve comprises the fair value at the date of grant share options and warrants issued in the year.
9. | BORROWINGS |
2016 | 2015 | |||
£ | £ | |||
Non-current: | ||||
Convertible loan notes | - | 226,513 | ||
Current: | ||||
Convertible loan notes | 245,476 | - | ||
Terms and debt repayment schedule: | ||||
£ | £ | |||
Less than 1 year | 245,476 | - | ||
Between 1 and 2 years | - | 226,513 | ||
Borrowings represent convertible loan notes redeemable on or before 15 April 2017, following a change in the original redeemable date of 15 October 2016. The loan notes attract an interest charge of 6% per annum. If converted the loan notes can be exchanged for 1 ordinary share for every 0.65p of loan notes held.
The carrying amounts and the fair value of borrowings are as follows:
Carrying amount | Fair value | |||||
2016 | 2015 | 2016 | 2015 | |||
£ | £ | £ | £ | |||
Convertible loan notes | 245,476 | 226,513 | 275,000 | 275,000 | ||
The carrying amounts of the Company's borrowings are denominated in UK sterling.
The convertible bond recognised at the year-end is calculated as follows:
2016 | 2015 | |||
£ | £ | |||
Face value of convertible loan notes issued | 275,000 | 275,000 | ||
Equity component | (76,135) | (76,135) | ||
Liability component on initial recognition | 198,865 | 198,865 | ||
Interest expense | 94,778 | 59,315 | ||
Interest paid | (48,167) | (31,667) | ||
245,476 | 226,513 |
The fair value has been calculated using discounted cash flows at a rate of 15% per annum.
10. SHARE-BASED PAYMENT TRANSACTIONS
The measurement requirements of IFRS 2 have been implemented in respect of share options that were granted after 27 May 2009. The expense recognised for share based payments made during the year is £8,163 (2015: £nil).
10,000,000 and 9,000,000 options were issued during the year ended 30 April 2016, exercisable at 0.80 pence and 0.65 pence, respectively. There are no vesting conditions and the options are exercisable any time up to 15 October 2018 and 5 April 2017 respectively.
Movement in issued share options during the year
The table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options during the year as follows:
Outstanding at the beginning of the period | No of options3,500,000 | WAEP1.25p | |||||
Granted during the year | 19,000,000 | 0.72p | |||||
Outstanding at the end of the period | 22,500,000 | 0.96p | |||||
Exercisable at the end of the period | 22,500,000 | 0.96p |
The fair value of the options granted in the year have been calculated using the Black Scholes model assuming the inputs shown below:
- Grant date | 15 January 2015 | 30 October 2015 | 3 November 2015 | ||
- Number of options granted | 3,500,000 | 10,000,000 | 9,000,000 | ||
- Share price at grant date | 60p | 0.80p | 0.80p | ||
- Exercise price at grant date | £1.25 | 0.80p | 0.65p | ||
- Risk free rate | 2.75% | 2.75% | 2.75% | ||
- Option life | 1 year | 3 years | 1.25 years | ||
- Expected volatility | 7.83% | 10.81% | 10.81% | ||
- Expected dividend yield | 0% | 0% | 0% | ||
- Fair value of option | £0.00 | £8,027 | £136 |
Related Shares:
TSI.L