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Final results for the year ended 31 December 2012

28th Jun 2013 16:39

RNS Number : 1962I
Mentum Inc.
28 June 2013
 



 

28 June 2013

Mentum Inc.

("Mentum" or "the Group")

 

Final results for the year ended 31 December 2012

Mentum (AIM: MEN) announces its financial results for the year ended 31 December 2012.

Summary

 

·; £300,000 raised from the issue of convertible loan notes

·; Investing strategy met as a result of investments made in UK companies operating in natural resources and energy sectors

·; Objective going forward is to invest in further projects in the natural resources, energy or precious metals sector in order to build shareholder value.

 

Enquiries:

Mentum Inc.

Mike Hirschfield

 

Tel: +44(0)84 4815 7339

ZAI Corporate Finance Ltd

Ray Zimmerman / Tom Price / Irina Lomova

 

Tel: +44(0)207 060 2220

Peterhouse Corporate Finance Limited

Lucy Williams

Tel: +44 (0)20 7469 0936

 

Chairman's Statement

 

I present the annual report and financial statements for the year ended 31 December 2012.

 

Disposal of underlying trading business

On 15 December 2011, Mentum Inc ("Mentum" or the "Company") completed the disposal of its LME trading activities and related subsidiaries (together referred to as the "Group"), and certain associated assets and liabilities to remove the Company's exposure to these operations which had been loss making.

Further to this disposal, Mentum became an investing company in accordance with Rule 15 of the AIM Rules for Companies ("AIM Rules") seeking opportunities in the oil and gas sector in line with the adopted investing strategy, as detailed in the circular dated 17 November 2011 which was duly approved by the Company's shareholders (the "Shareholders"). In accordance with AIM Rule 15, the Company was required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its investing strategy within twelve months of the Extraordinary General Meeting held on 15 December 2011 (the "EGM").

Despite undertaking initial due diligence on a number of potentially attractive reverse takeover opportunities, none of these opportunities were ultimately deemed suitable by the Board and therefore the Company's shares were suspended from trading on AIM on 21 December 2012.

Since the year end, the Company was approached by Peterhouse Corporate Finance Limited ("Peterhouse"), clients of which subsequently subscribed for £300,000 ($463,000) of Convertible Loan Notes to provide additional funding for the Company. The Company convened an Extraordinary General meeting of shareholders on 17 June 2013, at which resolutions were passed by shareholders to amend the Company's investing strategy and to authorise the directors to set aside pre-emption rights in respect of conversion rights under this Loan Note. Full conversion of rights under the Loan Note would give the clients of Peterhouse, in aggregate, an interest in the Company amounting to 39.785% of the issued share capital of the Company as enlarged by the conversion. It should be noted that, as a Cayman company, Mentum is not subject to the City Code and the directors have set aside the provisions in the Company's articles relating to Code-like provisions on this occasion to allow the Subscription to be made without requiring those clients of Peterhouse to make a general offer.

As a result of this transaction and the investments made using the funds generated from the issue of the Convertible Loan Notes, together with some of the Group's cash reserves, the ordinary shares of Mentum Inc. have been reinstated on the AIM market as at 21 June 2013. The reinstatement of shares to trading triggered the conversion of the Loan Note and the additional shares were issued on 27 June 2013.

Operating Review

Results

For the year ended 31 December 2012, the Company incurred a loss from continuing operations of US$0.7 million (2011: US$0.8 million), reflecting ongoing administrative costs, and due diligence related expenditure of US$0.4 million (2011: US$0.4 million) in respect of the investigation of potential acquisition targets.

In addition, the Company incurred a loss from discontinued operations of US$9k (2011: US$6.3 million), which includes a loss on disposal of US$nil (2011: US$ 5.7 million).  Accordingly, the total loss for the year was US$0.7 million (2011: US$7.1 million) and the basic and diluted loss per share was 0.21c (2011: 2.02c).

As at 31 December 2012, the Group had no debt and its cash balances stood at US$0.4 million (2011: US$1.5 million).

 

Outlook

The Board is confident that the involvement of Peterhouse will lead to the introduction of a suitable transaction to shareholders during the current year. In the meantime, the Board is continuing to maintain a tight control over the company's expenditure in order to preserve its existing cash resources.

The Board would like to thank all stakeholders for their patience and support throughout this period and looks forward to reporting progress in due course.

 

 

Graham Porter

Non-executive Chairman

28 June 2013

 

 

 

 

 

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2012

2012

2011

US$'000

US$'000

Continuing operations

Aborted transaction costs

(379)

(372)

Administrative expenses

(338)

(427)

Loss before and after tax

(717)

(799)

Loss for the period from continuing operations

(717)

(799)

Discontinued operations

Loss for the period from discontinued operations

(9)

(6,259)

Loss for the period

(726)

(7,058)

Other comprehensive income

Exchange differences on translating foreign operations

-

184

Net gain/(loss) on available-for-sale financial assets

-

(106)

Exchange differences recycled on disposal of subsidiary undertakings

-

(288)

Net gain on available-for- sale financial assets recycled on disposal of subsidiary undertakings

-

(563)

Other comprehensive income for the period, net of tax

 -

(773)

Total comprehensive loss for the period, attributable to owners of the company

(726)

(7,831)

Loss per share

Continuing operations

(0.21)

(1.79)

Discontinued operations

(0.00)

(0.23)

Basic and diluted (cents per share)

(0.21)

(2.02)

All amounts included in other comprehensive income relate to discontinued operations.

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Changes in Equity

 

Share capital

Share premium account

Capital redemption reserve

Translation reserve

Retained earnings

Total equity

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Balance at 1 January 2011

629

66,496

92

104

(58,529)

8,792

Transactions with owners

-

-

-

-

-

-

Loss for the year

-

-

-

-

(7,058)

(7,058)

Other comprehensive income for the year

Loss on revaluation of available-for-sale asset

-

-

-

-

(106)

(106)

Exchange gain on translating foreign operations

-

-

-

184

-

184

Exchange difference recycled on disposal of subsidiary undertakings

-

-

-

(288)

-

(288)

Gains on revaluation of available-for-sale asset recycled on disposal of subsidiary undertakings

-

-

-

-

(563)

(563)

Total comprehensive loss for the period

 -

 -

 -

(104)

(7,727)

(7,831)

Balance at 31 December 2011

629

66,496

92

 -

(66,256)

961

Transactions with owners

 -

 -

 -

 -

 -

 -

Loss for the period

 -

 -

 -

 -

(726)

(726)

Other comprehensive income for the period

 -

 -

 -

-

 -

-

Total comprehensive loss for the period

 -

 -

 -

 -

(726)

(726)

Balance at 31 December 2012

629

66,496

92

-

(66,982)

235

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Financial Position

 

31 December 2012

31 December 2011

Assets

US$'000

US$'000

Current

Cash and cash equivalents

391

1,495

Other financial assets

-

-

Trade and other receivables

13

57

Total current assets

044

1,552

Total assets

404

1,552

Liabilities

Current

Trade and other payables

169

591

Total liabilities

169

591

Equity

Issued share capital

629

629

Share premium

66,496

66,496

Capital Redemption reserve

92

92

Retained earnings

(66,982)

(66,256)

Equity attributable

to owners of the company

235

961

Total equity and liabilities

404

1,552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Statement of Cash Flows

 

 

Year ended

Year ended

31 December 2012

31 December 2011

US$'000

US$'000

Operating activities

Continuing operations

Loss after tax

(717)

(799)

Decrease/(increase) in trade and other receivables

44

(51)

(Decrease)/increase in trade and other payables

(422)

430

Net cash (outflow)/inflow from operating activities from continuing operations

(1,095)

(420)

Discontinued operations

Net cash (outflow)/inflow from operating activities from discontinued operations

(9)

423

Net cash (outflow)/inflow from operating activities

(1,104)

3

Investing activities

Cash disposed of with subsidiaries

-

(161)

Discontinued operations

-

(77)

Net cash outflow from investing activities

-

(238)

Net reduction in cash and cash equivalents

(1,104)

(235)

Cash and cash equivalents at beginning of period

1,495

1,730

Cash and cash equivalents at end of period

391

1,495

 

 

 

 

 

 

 

 

1 Accounting policies

a) Basis of preparation

The Company was incorporated in the Cayman Islands which does not prescribe the adoption of any particular accounting framework. The Board has therefore adopted and complied with International Financial Reporting Standards as adopted by the European Union (IFRS).

 

The Group's shares are listed on AIM, a market operated by the London Stock Exchange Plc.

 

The principal accounting policies of the Group, which have been applied consistently, are detailed in the Group's annual report and consolidated financial statements.

b) Going concern

On 21 December 2012, the parent company's Ordinary shares were suspended from trading on AIM as a result of the company not meeting the requirements of the existing investing policy within the specified 12 month period. The existing investing policy was adopted on 15 December 2011 when Mentum became an investing company in accordance with Rule 15 of the AIM Rules. This investing policy stated that the company was required to make an acquisition before 15 December 2012, however, despite management's efforts no such acquisition was made.

On 17 June 2013, at an extraordinary general meeting of shareholders, ordinary resolutions were passed which authorised the company to adopt a revised investing policy as described below, and to issue £300,000 ($453,300) of non-interest bearing Convertible Loan Notes. The shareholders also agreed to the disapplication of the pre-emption rights pursuant to the conversion of the Convertible Loan notes.

The revised investing policy is to acquire a portfolio of securities and/or assets in the natural resource sector, with a focus principally, but not exclusively, on the oil and gas sector. This will involve making a number of minority passive investments in UK quoted companies operating in these sectors. Thereafter, additional investments to be made by the company may either be quoted or unquoted companies, partnerships or joint venture arrangements. There is no limit on the number or size of companies into which the Company may invest.

The funds generated from the issue of convertible loan notes, together with existing cash funds, was used to implement the revised investing policy and acquire investments totalling $510,000 on 19 June 2013. On implementation of the revised investing policy the Ordinary shares of the company were reinstated on the AIM market on 21 June 2013.

 

The reinstatement to AIM triggered the loan notes to convert to Ordinary shares at a conversion rate of £0.0013 per Ordinary share. Accordingly, 230,769,231 new Ordinary shares of the company are due to be issued to the holders of the Convertible Loan Notes.

 

The directors have prepared cash flow projections through to 30 June 2014. The projections only take account of the on-going management costs of the Group, the costs of investigating various acquisition opportunities available to the Group as detailed in the Chairman's statement and the clearance of all payables outstanding at the date of this report.

 

These projections are dependent on the sale of a proportion of the investment portfolio in January 2014, generating cash reserves of $0.1 million to sustain the working capital requirements of the company. The directors are confident that the investments acquired in June 2013 will have sufficient value and an appropriate buyer in January 2014 to ensure these finds are realised.

 

On the assumption that sufficient cash will be generated from the sale of investments, the cash flow projections indicate a minimum cash balance of $12,450 being available through to 30 June 2014. If the assumptions made by the directors in respect of the working capital requirements of the group or the ability to sell the investments in January 2014 prove not to be correct then there is a material uncertainty that may cast significant doubt on the group's ability to continue as a going concern.

 

After taking these factors into account, the directors have prepared the financial statements on the going concern basis. The financial statements do not include any adjustments that would result if the assumptions detailed above are not met.

2 segmental reporting

A segment is a distinguishable component of the Group that is engaged in business activities from which it may earn revenues and incur expenses whose operating results are regularly reviewed by the chief operating decision maker. The chief operating decision maker has defined that the Group's only reportable operating segment during the year is investment. The Group has no non-current assets at 31 December 2011 or 31 December 2012.

3 tax - continuing operations

There is no tax charge for the year (2011: US$nil).

The tax assessed for the period differs from the standard rate of corporation tax in the UK as follows:

2012

2012

2011

2011

US$'000

%

US$'000

%

Loss before taxation

- continuing

(717)

(799)

- discontinued

-

(6,259)

(717)

(7,058)

Loss multiplied by standard rate

(186)

26

(1,835)

26

of corporation tax in the UK

Effect of:

Loss not assessable for tax

186

(26)

1,835

(26)

Total tax charge for year

-

-

 

4 LOSS per share

The calculation of the basic loss per share is based on the consolidated loss attributable to owners of the Group divided by the weighted average number of shares in issue during the year.

2012

2011

US$'000

US$'000

(Loss) attributable to owners of the Company

- Continuing operations

(717)

(799)

- Discontinued operations

(9)

(6,259)

(726)

(7,058)

2012

2011

Weighted average number of shares for calculating basic loss per share

349,268,114

349,268,114

2012

2011

US cents

US cents

Basic and diluted loss per share

Continuing operations

(0.21)

(0.23)

Discontinued operations

(0.00)

(1.79)

Total

(0.21)

(2.02)

 

There are no dilutive instruments which would give rise to a diluted earnings per share.

5 Share capital

The share capital of the Group is denominated in GBP. Following the change in reporting currency in 2009, the share capital has been translated into USD at the historic rate.

 

30 June 2012

31 December 2011

US$'000

US$'000

Authorised

1,000,000,000 ordinary shares of 0.1p

1,875

1,875

Allotted, issued and fully paid

349,268,114 ordinary shares of 0.1p

629

629

Number of ordinary shares

At 31 December 2010, 31 December 2011 and 31 December 2012

349,268,114

349,268,114

 

The ordinary shares carry one vote each and on a winding up of the Group, the balance of assets available for distribution will, subject to any relevant restrictions, be divided amongst the members.

 

6 PUBLICATION

The financial information set out in this preliminary announcement does not constitute statutory accounts.

The consolidated statement of financial position at 31 December 2012, the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows and associated notes for the year then ended have been extracted from the Group's 2012 financial statements upon which the auditor's opinion is unmodified, although readers should note that an emphasis of matter was raised by the auditor as follows:

Emphasis of matter - Going concern

 

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in the principal accounting policies concerning the Group's ability to continue as a going concern.

As explained in the principal accounting policies the Group's ability to maintain adequate cash reserves to sustain the working capital requirements of the Group is dependent upon the sale of a proportion of the Group's investment portfolio to realise cash reserves. The value of the investment portfolio and the ability to generate sufficient cash funds at the appropriate time are areas of significant management judgement.

These matters indicate the existence of a material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company was unable to continue as a going concern

The accounts for the year ended 31 December 2012 will be posted to shareholders shortly and laid before the Company at the Annual General Meeting which will be held at the offices of Stanhill Capital Partners at 3rd Floor, 32 St James's Street, London SW1A on 25 July 2013 at 2.00 pm BST.Copies will also be available on the Company's website (www.mentuminc.com) in accordance with AIM Rule 26. The financial information set out in this preliminary announcement does not constitute statutory accounts.

.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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