Final Results

QUORAM PLC

Highlights:

· Net assets as at 30 June 2014 of £2.52 million (2013: £3.22 million); including cash balances of £1.73 million (2013: £1.99 million)

· Successful exit of oil and gas portfolio substantially completed

James Ede-Golightly, Chairman, said:

Having simplified the group structure and reduced expenditure while retaining a strong balance sheet, the group is in an increasingly attractive position to address corporate opportunities as they arise. The board will inform investors of future developments when they arise.

A full copy of the Company's Annual Report and Accounts for the year ended 30 June 2013, together with the Notice of Annual General Meeting, will shortly be posted to shareholders and is available on the Company's website at www.quoram.co.uk within the Investor Relations section. 

The Company's Annual General Meeting will be held on 5 November 2014 at 2.00 p.m. at the offices of WH Ireland, 24 Martin Lane, London, EC4R 0DR.

Enquiries :

Quoram Plc

James Ede-Golightly, Chairman +44 (0) 1481738723

WH Ireland Limited (Nominated adviser)

John Wakefield, Corporate Finance +44 (0) 117 945 3470

CHAIRMAN'S STATEMENT

At the end of the year the company's net assets were 0.26p per share, an increase from 0.25p since December 2013 and a decline from 0.33p per share in June 2013.

The loss for the year declined from £1.98m to £0.69m, the improvement reflecting the non-repetition of exceptional administrative expenses, partially offset by a continued decline in the carrying value of Wessex Exploration Plc, which is held as an asset available for sale.

A recovery in the market value of the company's interest in Plant Health Care resulted in a gain of £211k during the second half of the year. While the carrying value remains below book cost of 78p, the company reported encouraging progress with its strategy in an interim results statement released on 15 September 2014.

Other income increased to £181k (2013:£22k) through the provision of third party services to generate supplemental income. This income helped offset administrative expenses, which declined to £517k (2013: £852k).

Having substantially exited the company's oil and gas portfolio in the prior year the company's residual dormant licenses over the Solitaire acreage expired during the year, there was no financial impact as these assets had previously been written down in the prior financial year.

During the second half of the year further measures have been undertaken to reduce administrative overhead, which is anticipated to fall to under £250k in the current financial year. 

Having simplified the group structure and reduced expenditure while retaining a strong balance sheet, the group is in an increasingly attractive position to address corporate opportunities as they arise. The board will inform investors of future developments when they arise.

James Ede-Golightly

Chairman

24 September 2014

CONSOLIDATED INCOME STATEMENT

for the year ended 30 June 2014

The accompanying accounting policies and notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 June 2014

The accompanying accounting policies and notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 30 June 2014

The financial statements were approved by the Board of Directors on 24 September 2014 and were signed on its behalf by:

James Ede-Golightly

Chairman

The accompanying accounting policies and notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 30 June 2014

The accompanying accounting policies and notes form an integral part of these financial statements.

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 30 June 2014

The accompanying accounting policies and notes form an integral part of these financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Principal Accounting Policies

Basis of Preparation

The annual consolidated financial statements of Quoram Plc ("the Group") have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union ("EU") applied in accordance with the provisions of the Companies Act 2006.

IFRSs is subject to amendment and interpretation by the International Accounting Standards Board ("IASB") and the IFRS Interpretations Committee and there is an on-going process of review and endorsement by the European Commission. These accounting policies comply with each IFRS that is mandatory for accounting periods ending on 30 June 2014.

The financial statements have been prepared under the historical cost convention as modified by the revaluation of Portfolio Investments and available-for-sale investments which are carried at fair value. The principal accounting policies set out below have been consistently applied to all periods presented.

Basis of Consolidation

The consolidated financial statements incorporate the results of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. 

These financial statements consolidate the results and Balance Sheet of the Company and its wholly owned subsidiaries using the acquisition method of accounting.

Intra-Group transactions and balances with subsidiaries are eliminated on consolidation.

Revenue

Revenue is measured at the fair value of the consideration received or receivable in the normal course of business, net of discounts, VAT and other sales related taxes. The Group recognises revenue when the amount of revenue can be reliably measured and when it is probable that the future economic benefits will flow into the Group.

(i) Business portfolio return

Business portfolio return represents the sum of realised gains and losses on the disposal of investment portfolio assets and the unrealised gains and losses on the revaluation of investments and any related investment income received and receivable.

Realised gains and losses on the disposal of investments is the difference between the fair value of the consideration received less any directly attributable costs on the sale and the fair value of the investments at the start of the accounting period or acquisition date if later.

Unrealised gains and losses on the revaluation of investments is the movement in carrying value of investments between the start of the accounting period or acquisition date if later and the end of the accounting period.

Dividends from investments are recognised when the shareholders' rights to receive payment have been established.

Other income

Fees for advisory work are recognised in profit and loss when the related services are performed.

Finance Income

Interest is recognised using the effective interest method. 

Exceptional Items

Exceptional items are events or transactions which, by virtue of their size or nature, have been disclosed in order to improve a reader's understanding of the Financial Statements

Portfolio Investment Assets

Portfolio investments - held by the Group with a long-term view to the ultimate realisation of capital gains are classified as portfolio investments and are stated at the Directors' estimate of their fair value determined in accordance with International Private Equity and Venture Capital Valuation Guidelines ("IPEVCVG") on the basis set out below. Investment assets are designated at fair value through profit or loss on initial recognition and any gains or losses arising from subsequent changes in fair value are presented in profit or loss as they arise.

Available-for-sale investments - held by the Group with a long-term view to the ultimate realisation of capital gains are classified as available-for-sale investments and are stated at the Directors' estimate of their fair value on the basis set out below. Available-for-sale investments are initially recognised at fair value and are measured at subsequent reporting dates at fair value; the gains and losses arising from changes in fair value are included in other comprehensive income. On disposal the cumulative gain or loss previously recognised in other comprehensive income is included in the Consolidated Income Statement for the period. If an available-for-sale investment is determined to be impaired, the amount of cumulative loss previously recognised in other comprehensive income is included in the Consolidated Income Statement for the period.

(i) Quoted investments for which an active market exists are valued at closing bid-market price at the reporting date.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash on hand and deposits held at call with banks.

Financial Instruments

Financial assets and financial liabilities are recognised on the Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument.

Trade and other receivables are measured at initial recognition at fair value, and are subsequently measured at amortised cost using the effective interest method.

Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.

An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Available for sale assets - Investments that are classified as 'available for sale' are initially recognised at fair value and are measured at subsequent reporting dates at fair value; the gains and losses arising from changes in fair value are included in other comprehensive income. On disposal the cumulative gain or loss previously recognised in other comprehensive income is included in the Consolidated Income Statement for the period. If an available-for-sale investment is determined to be impaired, the cumulative loss previously recognised in other comprehensive income is included in the Consolidated Income Statement for the period.

Portfolio Investment assets are designated at fair value through profit or loss on initial recognition and any gains or losses arising from subsequent changes in fair value are presented in profit or loss as they arise.

Foreign Currency

The presentational currency for the Group's consolidated financial statements is Sterling and it is this currency in which the Group reports. Foreign currency transactions by Group companies are recorded in their functional currencies at the exchange rate at the date of the transaction. Monetary assets and liabilities have been translated at rates in effect at the balance sheet date, with any exchange adjustments being charged or credited to the Income Statement.

The Parent Company's functional currency is Sterling. On consolidation the assets and liabilities of the Parent's subsidiary companies are translated into the Group's presentational currency at the exchange rate at the balance sheet date and the income and expenditure account items are translated at the average rate for the period. The exchange difference arising on the translation from functional currency to presentational currency of the Parent Company is classified as other comprehensive income and is accumulated within equity as a translation reserve.

For the purpose of foreign currency translation, the net investment in a subsidiary is determined inclusive of foreign currency intercompany balances for which settlement is neither planned nor likely to occur in the foreseeable future. The balance of the foreign currency translation reserve relating to a subsidiary that is disposed of, or partially disposed of, is recognised in the Income Statement at the time of disposal.

Share-Based Payments

Where share options have been granted to directors, employees and suppliers, IFRS 2 has been applied, whereby the fair value of the options is measured at the grant date and spread over the period during which the employees become entitled to the options. An options valuation model is used to assess the fair value, taking into account the terms and conditions attached to the options. The fair value of goods and services received are measured by reference to the fair value of options.

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('the vesting date').

The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest.

The Income Statement charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied.

Where the terms of an equity-settled award are modified, the minimum expense recognised is the expense as if the terms had not been modified. An additional expense is recognised for any modification, which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification.

Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph.

Where an equity-settled award is forfeited before it was vested, the cumulative charge expensed up to the date of forfeiture is credited to the Income Statement.

Share warrants have been issued by the Company.

IFRS 2 has been applied whereby the fair value of the warrants is measured at the grant date. A Black Scholes valuation model is used to assess the fair value, taking into account the terms and conditions attached to the warrants. The costs recorded are measured by reference to the fair value of warrants.

The cost of share warrants is recognised, together with a corresponding increase in equity, immediately on issue as warrants vest immediately.

Property, Plant and Equipment

Property, plant and equipment is stated at historical cost less depreciation less any recognised impairment losses. Cost includes expenditure that is directly attributable to the acquisition or construction of these items. Subsequent costs are included in the asset's carrying amount only when it is probable that future economic benefits associated with the item will flow to the Group and the costs can be measured reliably. All other costs, including repairs and maintenance costs, are charged to the Income Statement in the period in which they are incurred.

Depreciation is provided on all property, plant and equipment and is calculated on a straight-line basis as follows:

Plant and equipment 5%

Leasehold land 10%

Depreciation is provided on cost less residual value. The residual value, depreciation methods and useful lives are annually reassessed.

Each asset's estimated useful life has been assessed with regard to both its own physical life limitations and the present assessment of economically recoverable reserves of the mine property at which the item is located, and to possible future variations in those assessments. Estimates of remaining useful lives are made on a regular basis with annual reassessments for major items.

The gain or loss arising on disposal or scrapping of an asset is determined as the difference between the sales proceeds, net of selling costs, and the carrying amount of the asset and is recognised in the Income Statement.

As at 30 June 2014, the Group's property, plant and equipment assets are written down to nil.

Intangible Assets

Expenditure on former exploration was capitalised under a successful efforts policy for oil and gas assets and in relation to the acquisition of royalty interests. As at 30 June 2014 all such costs have been fully impaired.

Impairment of Assets Other than Intangible Assets with an Indefinite Life

At each balance sheet date, the directors review the carrying amounts of the Group's tangible and intangible assets, other than intangible assets with an indefinite life, to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior periods. A reversal of an impairment loss is recognised in the Income Statement immediately.

The carrying value of property, plant and equipment and intangible assets at 30 June 2014 is £nil (2013: £nil).

Current Taxation

Current tax for each taxable entity in the Group is based on the local taxable income at the local statutory tax rate enacted or substantively enacted at the balance sheet date and includes adjustments to tax payable or recoverable in respect of previous periods.

Deferred Taxation

Deferred taxation is calculated using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, if the deferred tax arises from the initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, it is not recognised. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax liabilities are provided in full.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the Income Statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.

Employment Benefits

Provision is made in the financial statements for all employee benefits. Liabilities for wages and salaries, including non-monetary benefit and annual leave obliged to be settled within 12 months of the balance sheet date, are recognised in accruals.

Equity

Equity comprises the following:

· "Share capital" represents amounts subscribed for shares at nominal value.

· "Share premium" represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

· "Foreign exchange translation reserve" represents the exchange differences arising from the translation of the financial statements of the subsidiary companies into the Group's presentational currency and the translation at the closing rate of the net investment in the subsidiaries.

· "Retained earnings" represents the accumulated profits and losses attributable to equity shareholders.

· "Share-based payment reserve" represents the accumulated amounts credited to equity in respect of options to acquire ordinary shares in the Company.

Adoption of new accounting standards

Standards, amendments and interpretations effective up to 30 June 2014

"IFRS 13, Fair value measurement" has been adopted in the year but has only had a presentation and disclosure impact on these financial statements.

Other than this, there have only been minor improvements to existing International Financial Reporting Standards and interpretations that are effective for the first time in the current financial year that have been adopted by the Group. These have had no impact on its consolidated results or financial position.

Standards, amendments and interpretations that are expected to be effective for periods beginning on or after 1 July 2014 for standards, amendments subject to EU endorsement include the following:

· IFRS 10, Consolidated financial statements (effective for periods beginning on or after 1 January 2014)

· IFRS 12, Disclosure of interests in other entities (effective for periods beginning on or after 1 January 2014)

· Amendments to IFRS 10, IFRS 12 and IAS 27, Investment entities (effective for periods beginning on or after 1 January 2014)

· IFRS 15, Revenue from contracts with customers (effective for periods beginning on or after 1 January 2017, subject to EU endorsement)

· IFRS 9, Financial Instruments (effective for periods beginning on or after 1 January 2018, subject to EU endorsement)

The Directors are currently assessing the impact of these on the Group's results, assets and liabilities. The Directors do not consider that any other standards, amendments or interpretations issued by the IASB, but not yet applicable, will have a significant impact on the financial statements.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

The preparation of financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Carrying value of portfolio investment assets

The estimate and assumption that has the most significant effect on the carrying amounts of assets and liabilities in the financial statements is the valuation of quoted investments. These are valued at closing bid market price and in accordance with IFRS, no discount is applied for liquidity of the stock or any dealing restrictions. However, it may not always be possible to trade at the quoted bid market price. Quoted investments are carried in the financial statements as at 30 June 2014 at a valuation of £800,000 (2013: £1,161,000). For further detail see notes 8, 11 and 17.

Impairment of Property, Plant and Equipment and Intangible Assets

Management reviews property, plant and equipment at each balance sheet date to determine whether there are any indications of impairment. If any such indication exists, an estimate of the recoverable amount is performed, and an impairment loss is recognised to the extent that the carrying amount exceeds recoverable amount. Impairment charges of £nil have been recognised in the year ended 30 June 2014 (2013: £1,032k).

Share-based payments

In determining the fair value of equity settled share based payments and the related charge to the Income Statement, the Company makes assumptions about future events and market conditions; in particular, judgement must be made as to the likely number of shares that will vest, and the fair value of each award granted. The fair value is determined using a valuation model which is dependent on further estimates, including the Company's future dividend policy, the timing with which options will be exercised and the future volatility in the price of the Company's shares.

Different assumptions about these factors to those made by the Company could materially affect the reported value of share-based payments.

2. Segmental Reporting

Quoram's operating segments are reported based on the financial information provided to the Board, which is used to make strategic decisions. The Directors are of the opinion that under IFRS 8 - 'Operating segments', the Group has only one reportable segment, being Portfolio Investment return.

The Board assesses the performance of the operating segment based on financial information which is measured and presented in a manner consistent with that in the financial statements.

3. Operating Loss

4. Directors and Employees

\* The charge for the year ended 30 June 2013 includes accelerated charges to reflect the cost of share options for directors who left the Group in the year.

The average number of employees employed by the Group were:

Key management consists of the directors. Details of each director's remuneration and their share options are included in the Report of the Directors.

5. Finance Income

6. Taxation

There was no current tax charge for the year ended 30 June 2014 (2013: £nil).

The amount of unutilised tax losses are as follows:

A deferred tax asset in respect of trading losses has not been recognised due to the uncertainty over timing of future profits. The trading losses are recoverable against suitable future trading profits in each jurisdiction.

Deferred tax liabilities arising as a result of the movement in fair value of available-for-sale financial assets are recognised in the balance sheet as follows:

7. Loss per share

Basic loss per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year. 

Given the Group's reported loss for the year share options are not taken into account when determining the weighted average number of ordinary shares in issue during the year and therefore the basic and diluted earnings per share are the same.

The losses and weighted average number of ordinary shares used in the calculation of basic loss per share are as follows:

The company has issued options over 14,675,215 ordinary shares which are potentially dilutive. There is however, no dilutive effect of these issued options as there is a loss for each of the periods concerned.

8. Portfolio Investment

All portfolio investments are held by Quoram Plc.

9. Property, plant and equipment

10. Intangible assets

11. Available-for-sale financial assets

The available-for-sale financial assets consist of listed investments and the fair value is based on bid quoted market prices at the balance sheet date. During the year, the group incurred a fair value loss through equity of £nil (2013: £1,930k) and an impairment charge of £306k (2013: £154k) recognised in the income statement.

12. Trade and other receivables

The directors consider the carrying value of trade and other receivables are approximate to their fair value.

All of the Group's receivables have been reviewed for indications of impairment. None of the receivables were found to be impaired as at 30 June 2014 (2013: £nil).

No unimpaired receivables are past due as at the reporting date (2013: £nil).

13. Cash and cash equivalents

14. Trade and other payables

15. Share Capital

During the year ended 30 June 2013 the Company issued a total of 470,000,000 ordinary shares for a premium net of issue costs of £690k.

b) Share based payments - options and warrants

The fair values of share options issued in the financial years 30 June 2007 and 30 June 2008 were calculated using the binomial pricing model. The inputs into the model are as follows:

Expected volatility was determined based on the historic volatility of four comparator companies as suggested by management. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The fair values of share options and warrants issued in the financial year ended 30 June 2011 were calculated using the Black Scholes model. The inputs into the model are as follows:

For May 2011 options, these vest 33.3% after 1 year, 33.3% after 2 years and 33.3% after 3 years.

Expected volatility was determined based on the historic volatility of comparable companies. The expected life used in the model has been adjusted, based on the management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

The Group recognised total expenses of £nil (2013: £335,000) related to equity-settled share-based payment transactions during the year.

16. Financial Instruments

Classification of financial instruments

The tables below set out the Group's accounting classification of each class of its financial assets and liabilities.

Loans and other receivables and financial liabilities' at amortised cost carrying values approximate to their fair values, as at 30 June 2014 and 2013, given their nature and short times to maturity.

Under IFRS 7 Financial Instruments: Disclosures, Portfolio investments and the available-for-sale assets are classified under the fair value hierarchy as level 1.

17. Financial Instrument Risk Exposure and Management

The principal financial risks to which the Group is exposed are: interest rate risk; liquidity risk, equity price risk; credit risk and (in the prior year) foreign currency exchange rate risk. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented below.

There have been no substantive changes to the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from the previous year.

Liquidity risk

Liquidity risk is dealt with in note 18 of these financial statements.

Credit risk

The Group's credit risk is primarily attributable to its cash balances, portfolio investments and available-for-sale financial assets.

The credit risk on liquid funds is limited because the third parties are large international banks with strong credit ratings.

The Group's total credit risk amounts to the total of the sum of the receivables, portfolio investments, available-for-sale financial assets and cash and cash equivalents. At the year end this amounts to £2,258,000 (2013: £3,263,000)

Interest rate risk and sensitivity analysis

The Group's only exposure to interest rate risk is the interest received on the cash held on deposit.

The Group does not have any interest bearing borrowings

The following table indicates the impact of a change in interest rate on the interest received during the year, and with all other variables being held constant, on the Group's loss before tax

Market risk and sensitivity analysis

Market risk arises when the fair value or cash flows of a financial instrument fluctuates from the level where a long or short position was established. These financial instruments are subject to equity price risk.

Equity price risk

The Group's portfolio investments and its available-for-sale financial assets are subject to equity price risk. For financial instruments held, the Group uses a sensitivity analysis technique that measures the changes in fair value of the Group's financial instruments to hypothetical changes in market price.

A 5% increase/(decrease) in the market value of positions held at 30 June 2014 would increase/(decrease) the value of the Portfolio Investment assets by £25k (2013: £58K).

Foreign exchange risk

The Group no longer has a material exposure to foreign exchange risk.

18. Liquidity risk

In managing liquidity risk, the main objective of the Group is to ensure that it has the ability to pay all of its liabilities as they fall due. The table below shows the undiscounted cash flows on the Group's financial liabilities as at 30 June 2014 on the basis of their earliest possible contractual maturity

19. Capital Management

The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern, to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital. The Group defines capital as being share capital plus reserves as disclosed in the consolidated balance sheet.

The Board of Directors monitors the level of capital as compared to the Group's commitments and adjusts the level of capital as is determined to be necessary, by issuing new shares. 

The Group is not subject to any externally imposed capital requirements

20. Financial Commitments

The Group had no capital commitments at 30 June 2014 (2013: £nil).

21. Related Party Transactions

Related party transactions during the year with the directors and key management were as follows.

In addition to the remuneration shown above, the Group incurred share-based payment charges of £nil (2013: £335k) in respect of the above named directors and key management.

During the year ended 30 June 2014, consultancy fees of £144k (2013: £40k) were invoiced in respect of ORA Capital Partners Ltd which was a substantial shareholder in Quoram Plc.

22. Investment in subsidiaries

The Group's Parent Company holds the issued share capital of the following subsidiary undertakings, which are incorporated in the USA and have been included in these consolidated financial statements.

23. Contingent Liabilities

The directors are not aware of any contingent liabilities within the Group or the Company at 30 June 2014.

24. Ultimate Controlling Party

As at 30 June 2014, Quoram Plc had no ultimate controlling party.

25. Events after the Balance Sheet date

There were no significant events after the balance sheet date.