Final Results

11th Nov 2009 07:00



11 November 2009

LP Hill Plc 

("LP Hill" or the "Company")

Final Results for the year ended 30 June 2009 

LP Hill (AIM: LPH), an AIM quoted investing company, announces its audited final results for the year ended 30 June 2009. 

Highlights:

Company Voluntary Arrangement entered into with creditors and recently completed, share capital re-organised, company recapitalised and board changes effected.

Subsidiary companies in the course of being dissolved following cessation of trading activities and the Company is now operating as an investing company. 

Events subsequent to the results period:

In August 2009, Gerard Nealon appointed as an Executive Director and placing of 17,000,000 new ordinary shares successfully completed with new investors at a price of 5p per share to raise £850,000 (gross) to provide additional working capital. Mr Nealon has subsequently assumed the role of Executive Chairman with Mr Weller continuing as a Non-Executive Director.

Proposed reverse takeover announced separately today to acquire Tranomaro Mineral Development Corporation Limited ("Tranomaro") for an aggregate consideration of £1.145 million to be satisfied via the issue of 3,000,000 new ordinary shares and a cash payment of £200,000.

Tranomaro is a UK investment holding company whose 80 per cent. beneficially owned (of which 79.6 per cent. is owned legally and beneficially by Tranomaro and 0.4 per cent. is held on trust for Tranomaro) Madagascan subsidiary is the sole beneficial owner of certain exploration and commercial mining rights for uranium and thorium in an area known as the Marodambo Project. The early stage Marodambo uranium thorium exploration project comprises a total of 38 blocks covering approximately 14.84 square kilometres in the Tranomaro area of southern Madagascar, approximately 60 kilometres directly north west of the major port of Tolanaro, formerly Fort Dauphin.

In view of the nature of the proposed acquisition, it constitutes a reverse takeover by the Company under the AIM Rules for Companies and therefore requires the prior approval of shareholders at a General Meeting.

Further details of the proposed acquisition and related proposals are set out in a separate regulatory announcement and an admission document being published today.

Suspension from trading on AIM in the Company's ordinary shares will be lifted on completion of the proposed reverse takeover transaction. 

Strand Hanson Limited appointed as Nominated Adviser.

In order to provide further working capital for the enlarged group an existing significant shareholder in the Company has today agreed to subscribe £100,000 for convertible unsecured loan notes 2012. 

Gerard Nealon, Executive Chairman of LP Hill, today commented:

"The Group has now completed a significant period of restructuring and today's announcement of the proposed reverse acquisition of Tranomaro represents a significant step forward.

I would like to thank all of the Group's stakeholders for their patience and support throughout the restructuring period and look forward to reporting further progress during the remainder of the current financial year."

Enquiries:

LP Hill Plc
Gerard Nealon, Executive Chairman	Tel: +61 417 541 873
Strand Hanson Limited
James Harris	Tel: +44 (0) 20 7409 3494
Matthew Chandler
David Altberg

Availability of Annual Report and Financial Statements

Copies of the Company's full Annual Report and Financial Statements are being posted to shareholders today and, once posted, will also be made available to download from the Company's website at www.lphillinvestmentsplc.co.uk. The Annual Report and Financial Statements will also be made available for inspection at the Company's registered office during normal business hours on any weekday. LP Hill Plc is registered in England and Wales with registered number 05980987. The registered office is at Finsgate, 5-7 Cranwood Street, London EC1V 9EE.

Annual General Meeting

The Company's next Annual General Meeting ("AGM") will be held at 10.45 a.m. on 4 December 2009 at the offices of Joelson Wilson LLP, 30 Portland Place, London W1B 1LZ and a formal Notice of AGM is set out at the end of the Annual Report and Financial Statements being posted today. 

Chairman's Statement

I am pleased to be able to present the annual report and financial statements for the year ended 30 June 2009, which has been a period of significant reorganisation and progress for LP Hill Plc ("LP Hill" or the "Company").

Further to an extraordinary general meeting held on 26 August 2008 (the "EGM"), the Company, inter alia, entered into a Company Voluntary Arrangement (the "CVA") with its creditors, re-organised its share capital, changed its name and was recapitalised to ensure that it had sufficient working capital to meet its commitments. A number of Board changes were also effected, such that the previous Board of directors all resigned and Messrs Weller and Knifton were appointed as executive directors. 

The Company ceased all of its trading activities during the last financial year and its two subsidiaries are in the process of being dissolved. 

Since the EGM, the Company has operated as an AIM quoted investing company actively seeking and evaluating potential acquisition targets in the United Kingdom's business services sector to increase shareholder value.

For the year to 30 June 2009, the Company made a profit after taxation of £247,860 and at 30 June 2009 held cash balances of £12,611. The profit arose due to exceptional income of £292,544 relating entirely to the reduction in creditors under the CVA less related charges. The basic loss per share before the exceptional item was 6.41p. 

Developments post the results period end

There have been a number of significant developments since the results period end. On 7 August 2009, the Company announced my appointment as an Executive Director and the resignation of Mr Leo Knifton. I am currently chairman of a number of quoted mining and exploration companies listed in both the United Kingdom and Australia and have over eight years of experience in the natural resources sector. Accordingly, in order to capitalise on my particular area of experience and contacts within the industry, the Board has recently sought to revise the sector focus of the Company's investment strategy to focus on the assessment of opportunities to potentially acquire shares or assets of early stage companies operating within the natural resources sector outside of the United Kingdom.

On 7 August 2009, LP Hill also announced that the convertible unsecured loan notes 2013 (the "First Convertible Loan Note") issued to Coran Investments Limited ("Coran") on 16 September 2008 in respect of a sum of £50,000, had been assigned to Almaretta Pty. Limited ("Almaretta") and that Coran had also transferred its entire interest in the issued share capital of the Company to Almaretta comprising 200,000 ordinary shares of 0.1p each, such that Coran no longer has a notifiable interest in the Company's issued share capital. 

On 26 August 2009, the Company completed a placing of 17,000,000 new ordinary shares with new investors at a price of 5p per share to raise £850,000 (gross) to provide additional working capital.

On 27 August 2009, trading in the Company's ordinary shares on AIM was suspended under the AIM Rules for Companies due to the Company's investment strategy not having been implemented within twelve months of it becoming an investing company. Accordingly, the Company has six months from the date of suspension to complete a reverse takeover or otherwise implement its investment strategy failing which admission of the ordinary shares to trading on AIM will be cancelled.

On 3 September 2009, Almaretta converted the First Convertible Loan Note in full into 5,000,000 new ordinary shares of 0.1p each in the capital of the Company at a conversion price of 1p per ordinary share.

On 9 September 2009, the Board was pleased to announce the appointment of Strand Partners Limited (now known as Strand Hanson Limited) as the Company's Nominated Adviser. 

The CVA has now been successfully implemented and on 18 September 2009, the CVA Supervisor circulated his final report to the members and creditors giving formal notice of the completion of the CVA and filed the requisite notice to the court to resign as the CVA Supervisor with effect from 10 September 2009.

I am delighted to report that the Company has recently identified a prospective business, Tranomaro Mineral Development Corporation Limited, which LP Hill has now agreed conditionally to acquire for an aggregate consideration of £1.145 million to be satisfied via the issue of 3,000,000 new ordinary shares and a cash payment of £200,000. The cash consideration payable is to be financed from the Company's existing cash resources. In view of the nature of the transaction, it constitutes a reverse takeover under the AIM Rules for Companies and LP Hill is therefore convening a General Meeting to be held at 11.00 a.m. on 4 December 2009 (or as soon thereafter as the Company's annual general meeting, scheduled for the same day, has been concluded or adjourned) to seek shareholders' approval for the acquisition.

Further details of the proposed acquisition and related proposals are set out in a separate regulatory announcement and an admission document being published today. In brief, the Company is proposing to acquire the entire issued share capital of a UK investment holding company whose 80 per cent. beneficially owned (of which 79.6 per cent. is owned legally and beneficially by Tranomaro and 0.4 per cent. is held on trust for Tranomaro) Madagascan subsidiary is the sole beneficial owner of certain exploration and commercial mining rights for uranium and thorium in an area known as the Marodambo Project. The early stage Marodambo uranium thorium exploration project comprises a total of 38 blocks covering approximately 14.84 square kilometres in the Tranomaro area of southern Madagascar, approximately 60 kilometres directly north west of the major port of Tolanaro, formerly Fort Dauphin.

As the proposed acquisition constitutes a reverse takeover, the Company's suspension from trading will be lifted on completion of the transaction when the enlarged LP Hill will become an AIM quoted mineral exploration company with a focus on the discovery, analysis and exploitation of uranium, thorium and other mineral exploration projects, including precious metals such as platinum group metals and gold.

If the proposed acquisition does not proceed, the Board intends to pursue the aforementioned revised investment strategy and will seek formal approval from shareholders for a variation of the Company's existing investment strategy as appropriate. 

In order to provide further working capital for the enlarged group, Hereford Group Limited, an existing significant shareholder in the Company, has today agreed to subscribe £100,000 for convertible unsecured loan notes (the "Second Convertible Loan Note") which bear interest at a rate of 2 per cent. per annum above the Royal Bank of Scotland Plc's base rate from time to time. Interest shall accrue on the Second Convertible Loan Note until 31 October 2012 (the "Final Repayment Date") or, if earlier, the date of redemption or conversion. The Company has the option to redeem the Second Convertible Loan Note, in whole or in part, at any time prior to 31 October 2011, subject to the consent in writing of Strand Hanson Limited, such consent not to be unreasonably withheld or delayed. Unless converted or redeemed, the Second Convertible Loan Note is repayable on the Final Repayment Date. A redemption premium of 20 per cent. is payable on the Final Repayment Date, or on such earlier date as the Second Convertible Loan Note shall be redeemed or repaid, in respect of any unconverted principal amount then outstanding. The noteholder is entitled to convert all or part of the principal loan amount advanced into new ordinary shares in the Company at a conversion price of 5p per ordinary share at any time until the Final Repayment Date. The noteholder is also entitled to sell or transfer all or any part of the Second Convertible Loan Note in minimum tranches of £5,000 subject to certain limited restrictions. 

In conjunction with the proposals, I have recently assumed the role of Executive Chairman and Mr Nigel Weller continues to serve as a Non-Executive Director. The Board would like to thank all stakeholders for their patience and support throughout the restructuring period and looks forward to reporting further progress to shareholders during the remainder of the current financial year.

Gerard Nealon

Executive Chairman

11 November 2009

Consolidated Income Statement

For the year ended 30 June 2009

		Notes	2009	2008
			£	£
Administrative expenses			(44,828)	(131,983)
			──────	──────
Operating loss			(44,828)	(131,983)
Exceptional item		3	292,544	(1,693,568)
Interest receivable			144	-
			──────	──────
Profit/(Loss) before taxation			247,860	(1,825,551)
Taxation		4	-	-
			──────	──────
Profit/(Loss) for the year			247,860	(1,825,551)
			══════	══════
Attributable to:
Equity holders of the Group and Company			247,860	(1,825,551)
			══════	══════
Profit/(loss) per share attributable to the equity holders of the Group during the year (expressed in pence per share) after the exceptional item was:
Basic	5		35.55p	(1,056.57p)
			══════	══════
Loss per share before the exceptional item
- Basic			(6.41p)	(76.39p)
- Diluted			(0.82p)	(76.39p)

Group and Parent Company Balance Sheet

As at 30 June 2009

	Notes	2009	2008
		£	£
ASSETS
Non-current assets
Investments		-	-
Current Assets
Trade and other receivables		1,150	6,067
Cash at bank and in hand		12,611	-
		──────	──────
Total current assets		13,761	6,067
		──────	──────
LIABILITIES
Current liabilities
Trade and other payables		15,274	310,532
Financial liabilities		-	8
		──────	──────
Total current liabilities		15,274	310,540
		──────	──────
Net current liabilities		(1,513)	(304,473)
Creditors: amounts falling due after more than one year		(50,000)	-
		──────	──────
Net liabilities		(51,513)	(304,473)
		══════	══════
EQUITY
Capital and reserves attributable to equity holders of the Group and Company
Share capital	6	77,314	76,714
Share premium		1,540,663	1,536,163
Retained loss		(1,669,490)	(1,917,350)
		──────	──────
Total Equity		(51,513)	(304,473)
		══════	══════

Consolidated Cash Flow Statement

For the year ended 30 June 2009

	2009	2008
	£	£
Cash flows from operating activities before changes in working capital and provisions
Profit/(Loss) before tax	247,860	(1,825,551)
Company Voluntary Arrangement ("CVA")	(292,544)	-
- Creditors write-back
Decrease in trade and other receivables	4,917	3
Increase/(decrease) in trade and other payables	(1,614)	131,980
Impairment of investments	-	995,000
Inter company loan write off	-	698,568
	──────	──────
Cash absorbed by operating activities	(41,381)	-
	──────	──────
Cash flows from investing activities	-	-
	──────	──────
Cash flows from financing activities
Net proceeds from issue of equity share capital	4,000	-
Net proceeds from issue of convertible loan note	50,000	-
	──────	──────
Net cash from financing activities	54,000	-
	──────	──────
Net increase in cash and cash equivalents	12,619	-
Cash and cash equivalents at 30 June 2008	(8)	(8)
	──────	──────
Cash and cash equivalents at 30 June 2009	12,611	(8)
	══════	══════

Notes forming part of the financial information 

For the year ended 30 June 2009

1. General information

LP Hill Plc is currently a cash shell and has recently been the subject of a Company Voluntary Arrangement. The Company is a public limited company quoted on AIM and resident in England and Wales.

The financial information has been prepared on a going concern basis as although the Company has net liabilities of £51,513 (2008: £304,473) at the year end, it has raised £850,000 (gross) by way of a share placing after the year end and therefore the directors consider that the use of the going concern basis is appropriate. 

2. Basis of preparation

While the financial information included in this final results announcement has been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRIC interpretations issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, this announcement does not itself contain sufficient information to comply with IFRS. 

The audited financial information set out above does not constitute the Company's full financial statements for the year ended 30 June 2009 or 2008, but is derived from those financial statements, approved by the board of directors. The auditors' report on the 2009 accounts was unqualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006. The full audited financial statements for the year ended 30 June 2009 will be delivered to the Registrar of Companies and filed at Companies House following the Company's forthcoming annual general meeting.

The auditors' report of Jeffreys Henry LLP for the year ended 30 June 2008 issued a disclaimer and disagreement on view given by the financial statements. These were qualified under a limitation of scope as insufficient evidence was available to form an opinion as to whether the financial statements gave a true and fair view of the state of affairs or loss for the year then ended. This was due to the accounting records of the Company and the then subsidiaries being unavailable.

The group's principal accounting policies have been consistently applied, except for the requirement to prepare consolidated financial statements at 30 June 2008. The then directors were unable to obtain information on the results and state of affairs of the subsidiaries from the previous management. As a result of this, the directors were not able to prepare consolidated financial statements for the year ended 30 June 2008. 

3. Exceptional items

Exceptional income for the year ended 30 June 2009 related entirely to the reduction in creditors under the Company Voluntary Arrangement entered into on 26 August 2008 and formally concluded on 18 September 2009, less related charges.

Exceptional items during the year ended 30 June 2008 represent impairment on investments in subsidiaries of £995,000 and an intercompany balance of £698,568 that has been written off.

4. Taxation

	2009	2008
	£	£
Current tax expense	-	-
Deferred tax expense	-	-
	──────	──────
	-	-
	──────	──────
Reconciliation of effective tax rates
Profit/(Loss) before tax	247,860	(1,825,551)
Tax using domestic rates of corporation tax of 21% (2008: 20%)	52,051	(365,110)
Effect of:
Expenses not deductible for tax purposes	(61,434)	356,460
Losses carried forward	9,383	8,650
	──────	──────
	-	-
	──────	──────

The company has excess management losses to carry forward of £268,466 (2008: £223,782). Deferred tax assets arising from these losses of £56,378 (2008: £44,756) has not been provided in the accounts as recovery is not probable in the foreseeable future.

5. Earnings / (losses) per share

Profit and losses per ordinary share have been calculated using the weighted average number of shares in issue during the financial year. The weighted average number of equity shares in issue before the exceptional item was basic, 697,164 (2008: 172,780) adjusted for the share reorganisation and consolidation. Fully diluted the weighted average was 5,442,835 (2008: 172,780). The loss for the financial period before exceptional income, was £44,684 (2008: £131,983) and the profit after exceptional income £247,860 (2008: loss of £1,825,551). 

6. Called up share capital

	2009	2008
	£	£
Authorised
250,000,000 ordinary shares of 0.0444p each	-	111,000
923,458,460 ordinary shares of 0.1p each	923,459	-
172,780,000 deferred shares of 0.0443p each	76,541
	──────	──────
	1,000,000	111,000
	──────	──────
Allotted, called up and fully paid
172,779,279 ordinary shares of 0.0444p each	-	76,714
772,780 ordinary shares of 0.1p each	773	-
172,780,000 deferred shares of 0.0443p each	76,541	-
	──────	──────
	77,314	76,714
	──────	──────

On 22 August 2008, the Company allotted 714 ordinary shares credited as fully paid for cash at par.

At an Extraordinary General Meeting held on 26 August 2008, the share capital of the Company was reorganised as follows:

The Company's authorised share capital was increased from £111,000 to £1,000,000 by the creation of 2,002,252,252 ordinary shares of 0.0444p each.

The Company's share capital was re-organised by:

The sub-division of each of the issued ordinary shares of 0.0444p each in the capital of the Company into one ordinary share of 0.0001p and one deferred share of 0.0443p. Accordingly, as a result, for each ordinary share of 0.0444p then held, a shareholder subsequently held one new ordinary share of 0.0001p and one deferred share of 0.0443p but the deferred shares have negligible value;

The sub-division of each of the unissued ordinary shares of 0.0444p each in the capital of the Company into ordinary shares of 0.0001p; and

The consolidation of each of the issued and unissued ordinary shares of 0.0001p each into new ordinary shares of 0.1p each.

600,000 shares of 0.1p were issued on 25 September and 26 September 2008 at 1p per share.

Warrants

On 16 September 2008, the Company granted to Coran 100,000 warrants to subscribe for new ordinary shares. These warrants carry the right to subscribe for new ordinary shares at an exercise price of 0.1p for each new ordinary share exercisable at any time from the date of grant until their expiry on 25 August 2013.

On 16 September 2008, the Company also granted to Antony Batty & Company LLP 320,000 warrants to subscribe for new ordinary shares, each of which carry the right to subscribe for new ordinary shares at an exercise price of 0.1p for each ordinary share exercisable at any time from the date of grant until their expiry on 25 August 2013.

On 16 September 2008, the Company also granted to Blomfield Corporate Finance Limited 10,000 warrants to subscribe for new ordinary shares, each of which carry the right to subscribe for new ordinary shares at an exercise price of 0.1p for each ordinary share exercisable at any time from the date of grant until their expiry on 25 August 2013.

7. Post-balance sheet events

The Company entered into a Company Voluntary Arrangement on 26 August 2008 which was formally completed on 18 September 2009. 

On 26 August 2009, the Company issued 17,000,000 ordinary shares of 0.1p each at 5p per share raising £850,000 before expenses. 

The First Convertible Loan Note originally issued to Coran was assigned to Almaretta on 6 August 2009. The First Convertible Loan Note was converted in full by Almaretta on 3 September 2009 into 5,000,000 new ordinary shares of 0.1p each in the capital of the Company at a conversion price of 1p per ordinary share.

On 11 November 2009, Hereford Group Limited, an existing significant shareholder in the Company, agreed to subscribe £100,000 for convertible unsecured loan notes (the "Second Convertible Loan Note") which bear interest at a rate of 2 per cent. per annum above the Royal Bank of Scotland Plc's base rate from time to time. Interest accrues on the Second Convertible Loan Note until 31 October 2012 (the "Final Repayment Date") or, if earlier, the date of redemption or conversion. The Company has the option to redeem the Second Convertible Loan Note, in whole or in part, at any time prior to 31 October 2011, subject to the consent in writing of Strand Hanson Limited, such consent not to be unreasonably withheld or delayed. Unless converted or redeemed, the Second Convertible Loan Notes are repayable on the Final Repayment Date. A redemption premium of 20 per cent. is payable on the Final Repayment Date, or on such earlier date as the Second Convertible Loan Note shall be redeemed or paid off, in respect of any unconverted principal amount then outstanding. The noteholder is entitled to convert all or part of the principal loan amount advanced into new ordinary shares in the Company at a conversion price of 5p per ordinary share at any time until the Final Repayment Date. The noteholder is also entitled to sell or transfer all or any part of the Second Convertible Loan Notes in minimum tranches of £5,000 subject to certain limited restrictions. 

END

ENDFR ILFEALRLILIA

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