29th Aug 2014 07:00
29 August 2014
Coburg Group Plc
("Coburg" or the "Company")
Final Results
Coburg is pleased to announce its final results for the year ended 30 April 2014.
Copies of the Company's annual report for the year ended 30 April 2014 will be posted to shareholders on or around 1 September 2014.
The annual report contains the notice of the Company's Annual General Meeting which will be held at 4th Floor, 40 Queen Street, London EC4R 1DD at 11.30am on Thursday 25 September 2014.
In accordance with Rule 26 of the AIM Rules for Companies, this information will be made available under the Reports and Documents section of the Company's website, http://www.coburg-group.com/reports-and-documents/annual-and-interim-reports.
For further enquiries please contact:
Chris Ells | Coburg Group PLC | +44 (0)1622 844601 |
Colin Aaronson/David Hignell | Grant Thornton UK LLP | +44 (0)20 7383 5100 |
Nick Emerson/Andy Thacker | SI Capital Limited | +44 (0)14 8341 3500 |
CHAIRMAN'S STATEMENT
FOR THE YEAR ENDED 30 APRIL 2014
Results for the year ended 30 April 2014 show a loss of £46,693 (2013 £87,412) which relates principally to operating costs and the annual costs associated with maintaining the company's AIM listing of £61,922 and interest costs of £14,250 offset by realised gains of £29,479 from sale of investments during the year.
Coburg's Non-Current Investments as at 30 April 2014 were £156,631 and represent a strategic interest of 10.9% in AIM listed African Eagle Resources ("AE"); this investment is shown on the balance sheet at historic cost. On 11 August 2014, the shares in AE were temporarily suspended from trading on AIM as a result of AE not having completed an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules, or otherwise implementing its investing policy in accordance with Rule 15. We understand that AE continues to actively investigate new opportunities and is working towards implementing its investing policy in accordance with Rule 15.
As a matter of prudence, the Board of Coburg has decided, in conjunction with our Auditors Bryden Johnson, to reflect the carrying value of its investment in AE at cost of £156,631, rather than at the market value prevailing at 30 April 2014 which would be £268,268.The Coburg Board currently has no reason to believe that AE shares will resume trading on AIM at a significantly lower price than prevailing price of 0.28p per share when trading on AIM was temporarily suspended.
As a material and strategic investment by Coburg, reference in the Accounts of AE as at 31 December 2013, relating to its two assets, was as follows:
- approximately 9% interest in Elephant Copper Limited, a company which is preparing to list on the TSX-V and holds 100% of the Mkushi copper mine in Zambia, with the aim of bringing it back into production; and
- a 10% free carried interest in the Dutwa Nickel Project in Tanzania.
As of today, the shaping of the future for Coburg is the absolute priority for the new Board. In this regard, I took over the Chairmanship of the Company on 16 May 2014 and, to strengthen our expertise in natural resources sector, David Ovadia was appointed to the Board on 16 June 2014.
A Placing was successfully completed on 16 May 2014 raising £204,750. The Company now has sufficient cash to develop our plans and to raise funding by further placings as and when appropriate investment opportunities arise.
The Coburg Board is pleased to report that we are in the process of reviewing a number of proposed strategic investments which we hope to announce prior to the end of our 2015 Financial Year.
To elucidate on the Investment Policy of the Coburg Board, I set out our 4 main areas of focus:.
- Strategic investment in "good value" opportunities for combination of cash and Coburg stock. Coburg will take an active role in the Investee Company's business with the possibility of requesting a Board position.
- Investment in early stage exploration projects providing both cash and technical input.
- Developing a portfolio of Natural Resource stocks, in companies which are listed or at the pre - IPO stage. Over time, management hope that our portfolio will consist of circa 20 companies
- A reverse-takeover of a natural resources company, although we are not restricted to that sector if a deal is attractive enough to benefit Coburg shareholders.
Finally, I very much look forward to providing Coburg's shareholders with future updates as we implement our investment policy.
Chris Ells - Chairman
COBURG GROUP PLC
STATEMENT COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2014
|
| 30.4.14 |
| 30.4.13 |
| Notes | £ |
| £ |
CONTINUING OPERATIONS |
|
|
|
|
Revenue |
| - |
| - |
|
|
|
|
|
Other operating income |
| 3,226 |
| 614 |
Administrative expenses |
| (65,148) |
| (87,253) |
|
|
|
|
|
OPERATING LOSS BEFORE EXCEPTIONAL ITEMS |
| (61,922) |
| (86,639) |
|
|
|
|
|
Exceptional items: realised gains on investment disposals |
| 29,479 |
| - |
|
|
|
|
|
OPERATING LOSS |
| (32,443) |
| (86,639) |
|
|
|
|
|
Finance costs |
| (14,250) |
| (773) |
|
|
|
|
|
LOSS BEFORE INCOME TAX | 3 | (46,693) |
| (87,412) |
|
|
|
|
|
Income tax | 4 | - |
| - |
|
|
|
|
|
LOSS FOR THE YEAR |
| (46,693) |
| (87,412) |
|
|
|
|
|
OTHER COMPREHENSIVE INCOME Item that may be reclassified subsequently to profit or loss: |
|
|
|
|
Revaluation of investments |
| 3,044 |
| (14,446) |
Income tax relating to item of other comprehensive income |
| - |
| - |
|
|
|
|
|
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
| 3,044 |
| (14,446) |
|
|
|
|
|
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
| (43,649) |
| (101,858) |
|
|
|
|
|
|
|
|
|
|
Earnings per share expressed in pence per share: | 5 | -11.31 |
| -21.17 |
Basic |
| -11.31 |
| -20.95 |
Diluted |
|
|
|
|
COBURG GROUP PLC (REGISTERED NUMBER: 2956279)
STATEMENT OF FINANCIAL POSITION
30 APRIL 2014
|
| 30.4.14 |
| 30.4.13 |
| Notes | £ |
| £ |
|
|
|
|
|
ASSETS |
|
|
|
|
NON-CURRENT ASSETS |
|
|
|
|
Available for sale investments | 6 | 156,631 |
| 90,127 |
|
|
|
|
|
CURRENT ASSETS |
|
|
|
|
Trade investments | 7 | 70,116 |
| - |
Cash and cash equivalents | 8 | 72,150 |
| 169,593 |
Prepayments |
| 17,564 |
| 14,492 |
|
|
|
|
|
|
| 159,830 |
| 184,085 |
|
|
|
|
|
TOTAL ASSETS |
| 316,461 |
| 274,212 |
|
|
|
|
|
EQUITY |
|
|
|
|
SHAREHOLDERS' EQUITY |
|
|
|
|
Called up share capital | 9 | 1,207,045 |
| 1,207,045 |
Share premium | 10 | 633,164 |
| 633,164 |
Revaluation reserve | 10 | (11,403) |
| (14,447) |
Merger relief reserve | 10 | 417,284 |
| 417,284 |
Share option reserve | 10 | - |
| 9,000 |
Retained earnings | 10 | (2,236,297) |
| (2,189,604) |
|
|
|
|
|
TOTAL EQUITY |
| 9,793 |
| 62,442 |
|
|
|
|
|
LIABILITIES |
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
Financial liabilities - borrowings |
|
|
|
|
Interest bearing loans and borrowings | 12 | 275,000 |
| 185,000 |
|
|
|
|
|
CURRENT LIABILITIES |
|
|
|
|
Trade and other payables | 11 | 31,668 |
| 26,770 |
|
|
|
|
|
TOTAL LIABILITIES |
| 306,668 |
| 211,770 |
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
| 316,461 |
| 274,212 |
|
|
|
|
|
The financial statements were approved and authorised for issue by the Board of Directors on 28th August 2014 and were signed on its behalf by:
........................................................................
C J Ells - Chairman
COBURG GROUP PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2014
| Called up |
|
|
|
|
| share |
| Retained |
| Share |
| capital |
| earnings |
| premium |
| £ |
| £ |
| £ |
|
|
|
|
|
|
Balance at 1 May 2012 | 1,207,045 |
| (2,102,192) |
| 633,164 |
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
Total comprehensive income | - |
| (87,412) |
| - |
|
|
|
|
|
|
Balance at 30 April 2013 | 1,207,045 |
| (2,189,604) |
| 633,164 |
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
Total comprehensive income | - |
| (46,693) |
| - |
|
|
|
|
|
|
Balance at 30 April 2014 | 1,207,045 |
| (2,236,297) |
| 633,164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Merger |
| Share |
|
|
| Revaluation |
| relief |
| option |
| Total |
| reserve |
| reserve |
| reserve |
| equity |
| £ |
| £ |
| £ |
| £ |
|
|
|
|
|
|
|
|
Balance at 1 May 2012 | - |
| 417,284 |
| 9,000 |
| 164,301 |
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
|
Total comprehensive income | - |
| - |
| - |
| (87,412) |
Revaluation of investment | (14,447) |
| - |
| - |
| (14,447) |
|
|
|
|
|
|
|
|
Balance at 30 April 2013 | (14,447) |
| 417,284 |
| 9,000 |
| 62,442 |
|
|
|
|
|
|
|
|
Changes in equity |
|
|
|
|
|
|
|
Total comprehensive income | - |
| - |
| - |
| (46,693) |
Revaluation of investment | 3,044 |
| - |
| - |
| 3,044 |
Share based payments | - |
| - |
| (9,000) |
| (9,000) |
|
|
|
|
|
|
|
|
Balance at 30 April 2014 | (11,403) |
| 417,284 |
| - |
| 9,793 |
|
|
|
|
|
|
|
|
COBURG GROUP PLC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2014
|
| 30.4.14 |
| 30.4.13 |
| Notes | £ |
| £ |
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
Cash generated from operations | 1 | (69,248) |
| (2,126) |
Interest paid |
| (14,250) |
| - |
|
|
|
|
|
Net cash from operating activities |
| (83,498) |
| (2,126) |
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
Purchase of investments |
| (192,311) |
| (90,655) |
Sale of investments |
| 88,366 |
| (8,798) |
|
|
|
|
|
Net cash from investing activities |
| (103,945) |
| (99,453) |
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
New loans in year |
| 90,000 |
| 185,000 |
|
|
|
|
|
Net cash from financing activities |
| 90,000 |
| 185,000 |
|
|
|
|
|
(Decrease)/increase in cash and cash equivalents |
| (97,443) |
| 83,421 |
Cash and cash equivalents at beginning of year | 2 | 169,593 |
| 86,172 |
|
|
|
|
|
Cash and cash equivalents at end of year | 2 | 72,150 |
| 169,593 |
|
|
|
|
|
COBURG GROUP PLC
NOTES TO THE STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2014
|
1. | RECONCILIATION OF LOSS BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS |
| 30.4.14 |
| 30.4.13 |
| £ |
| £ |
|
|
|
|
Loss before income tax | (46,693) |
| (87,412) |
Loss on disposal of fixed assets | - |
| 13,447 |
Exceptional items | (29,479) |
| - |
Other operating income | (152) |
| - |
Share based payments | (9,000) |
| - |
Finance costs | 14,250 |
| 773 |
| (71,074) |
| (73,192) |
(Increase)/decrease in trade and other receivables | (3,072) |
| 81,608 |
Increase/(decrease) in trade and other payables | 4,898 |
| (10,542) |
|
|
|
|
Cash generated from operations | (69,248) |
| (2,126) |
|
|
|
|
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the statement of cash flow in respect of cash and cash equivalents are in respect of this statement of financial position :
Year ended 30 April 2014 | 30.4.14 |
| 1.5.13 |
| £ |
| £ |
|
|
|
|
Cash and cash equivalents | 72,150 |
| 169,593 |
|
|
|
|
Year ended 30 April 2013 | 30.4.13 |
| 1.5.12 |
| £ |
| £ |
|
|
|
|
Cash and cash equivalents | 169,593 |
| 86,172 |
|
|
|
|
COBURG GROUP PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2014
|
1. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations and with those parts of 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 certain assets.
Coburg Group Plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 2956279). The Company is domiciled in the United Kingdom and its registered address is Unit 3, Harrington Way, Warspite Road, Woolwich, London, SE18 5NU. The Company's shares are traded on the AIM market of the London Stock Exchange.
These financial statements have been presented in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and have been prepared in accordance with AIM rules and the Companies Act 2006, as applicable to companies reporting under IFRS.
Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The directors confirm that they consider that the going concern basis remains appropriate. The directors have taken notice of the Financial Reporting Council guidance 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2010' which requires the reasons for this decision to be explained.
The company made a net loss of £46,693 (2013: £87,412) during the year to 30 April 2014. At that date the company's statement of financial position showed net current assets of £128,162 (2013: £157,315). A Placing on 16 May 2014 raised £204,750 ensuring company has sufficient financial resources to continue to meet its liabilities as they fall due over the next 12 months. Therefore we have continued to adopt the going concern basis of accounting in preparing the annual financial statements.
Taxation
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the statement of financial position date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the period end. This involves comparison of the carrying value of the company's assets and liabilities with their respective tax bases.
Deferred tax liabilities are provided for in full.
Tax losses available to be carried forward as well as other income tax credits to the company are assessed for recognition as deferred tax assets. Deferred tax assets are only recognised to the extent that it is probable that future taxable profits will be available against which the asset can be recognised and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Deferred tax assets and liabilities are calculated without discounting, at tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (tax laws) that have been enacted or substantively enacted by the balance sheet date. All 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.
Available for sale investments
Available for sale financial assets include non-derivative financial assets that are either designated as such or do not qualify for inclusion in any of the other categories of financial assets. All financial assets within this category are measured initially measured at cost and subsequently at fair value, with changes in value recognised through other comprehensive income, through the Statement of Comprehensive Income. Gains and losses arising from investments classified as available for sale are recognised in profit or loss when they are sold or when the investment is impaired. In the case of impairment of available for sale assets, any loss previously recognised through other comprehensive income is transferred from equity reserve to profit and loss. Impairment losses recognised in the statement of comprehensive income on equity instruments are not recognised through other comprehensive income.
Trade investments
Trade investments include investments the Board of Directors expect to trade within the next 12 months. All financial assets within this category are carried at lower of net realisable value. Gains and losses arising from investments classified as trade investments are recognised in profit or loss within operating profit when they are sold or when the investment is impaired. In the case of trade investments, any loss previously recognised through other comprehensive income is transferred from equity reserve to profit and loss.
Foreign currency translation
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.
New and amended standards adopted by the company
The Company has adopted the following new and amended IFRS and IFRIC interpretations as at 1 May 2013.
Reference |
| Title | Summery | Application date of standard | Application date of Company | |||
IFRS 13 |
| Original issue | Defines fair value | January 2013 | January 2013 |
Standards, Interpretation, and amendments to published standards that are not yet effective
The following standards, amendments, and interpretations applicable to the Company are in issue but are not yet effective and have not been early adopted in these financial statements. They may result in consequential changes to the accounting policies and other note disclosures. We do not expect the impact of such changes on the statements to be material. These are outlined below
Reference |
| Title |
| Summery |
| Application date of standard |
| Application date of Company |
IFRS 2 |
| Amendments resulting from |
| Amends the definition of vesting conditions. |
| July 2014 |
| July 2014 |
IFRS 13 |
| the Annual Improvements |
| Clarifies that the scope of the portfolio exception defined in paragraph 52. |
| July 2014 |
| July 2014 |
IAS 1 |
| 2009 -2011 Cycle |
| Amends the disclosures required in regards to comparative information |
| January 2014 |
| January 2014 |
Segmental reporting
There are no reportable segments other then the company itself.
Critical accounting estimate and judgements
The Company makes estimates and assumptions concerning the future. The resulting estimates will by definition, seldom equal the actual results. 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. Many of the amounts included in the financial statements involve the use of judgement and/or estimation. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances, having regard to prior experience, but actual results may differ from the amounts included in the financial statements. The most critical judgements as applied to these financial statements are as follows:
Valuation of assets and reversal of impairment: the Company annually considers the carrying value of its investments by reference to publically available information for similar investments and the valuations implied therein, if available. If no public information is available the Company will use the information that is available to form a judgement as to the valuation.
Going concern: the Company determines whether it has sufficient resources in order to continue its activities by reference to budgets together with current and forecast liquidity. This requires an estimate of the availability of such funding which is critically dependent on the specific circumstances of the Company and, to a lesser extent, macro-economic factors.
2. DIRECTORS
| 30.4.14 |
| 30.4.13 |
| £ |
| £ |
|
|
|
|
Remuneration | 11,042 |
| 7,067 |
|
|
|
|
The average monthly number of directors during the year was as follows:
| 30.4.14 |
| 30.4.13 |
|
|
|
|
|
|
|
|
Directors | 5 |
| 4 |
|
|
|
|
Information regarding the highest paid director for the year is as follows:
| 30.4.14 |
| 30.4.13 |
| £ |
| £ |
|
|
|
|
Director's fee | 3,500 |
| 2,000 |
|
|
|
|
| 3,500 |
| 2,000 |
|
|
|
|
3. LOSS BEFORE INCOME TAX
Profit from continuing operations has been arrived at after charging/(crediting):-
30.4.14 |
| 30.4.13 | |
£ |
| £ | |
|
|
| |
Legal and professional fees | 49,545 |
| 54,578 |
Auditors remuneration | 2,000 |
| 1,800 |
Directors remuneration | 11,042 |
| 7,067 |
LSE fees | 9,300 |
| 6,700 |
Loss on sale of fixed assets | - |
| 13,447 |
Provision for share options | (9,000) |
| - |
Other costs | 2,261 |
| 3,661 |
|
|
| |
Total administration expenses | 65,148 |
| 87,253 |
|
|
|
During the year the company obtained the following services from the auditor
30.4.14 |
| 30.4.13 | |
£ |
| £ | |
|
|
| |
Fees payable to the company's auditor in regards to the audit of the company: | 2,000 |
| 1,800 |
|
|
|
4. INCOME TAX
Analysis of tax expense
No liability to UK corporation tax arose on ordinary activities for the year ended 30 April 2014 nor for the year ended 30 April 2013.
Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:
30.4.14 |
| 30.4.13 | |
£ |
| £ | |
|
|
| |
Loss on ordinary activities before income tax | (46,693) |
| (87,412) |
|
|
| |
Loss on ordinary activities |
|
|
|
multiplied by the standard rate of corporation tax |
|
|
|
in the UK of 20% (2013 - 20%) | (9,339) |
| (17,482) |
|
|
| |
Effects of: |
|
|
|
Unrelieved tax losses | 9,339 |
| 17,482 |
|
|
| |
Tax expense | - |
| - |
|
|
|
Tax effects relating to effects of other comprehensive income
| 30.4.14 | ||||
| Gross |
| Tax |
| Net |
| £ |
| £ |
| £ |
Revaluation of investments | 3,044 |
| - |
| 3,044 |
|
|
|
|
|
|
| 3,044 |
| - |
| 3,044 |
|
|
|
|
|
|
| 30.4.13 | ||||
| Gross |
| Tax |
| Net |
| £ |
| £ |
| £ |
Revaluation of investments | (14,447) |
| - |
| (14,447) |
|
|
|
|
|
|
| (14,447) |
| - |
| (14,447) |
|
|
|
|
|
|
As at the end of the reporting period tax losses carried forward of £4,139,693 (2013: £4,169,172) relating to capital losses and £255,956 (2013: £170,784) relating to operating losses were available to offset against future gains and profits.
5. 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 period.
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.
| Earnings£ |
| 30.4.14Weightedaveragenumberofshares |
| Per-shareamountpence |
|
|
|
|
|
|
Basic EPS |
|
|
|
|
|
Earnings attributable to ordinary shareholders | (46,693) |
| 412,909 |
| -11.31 |
Effect of dilutive securities | - |
| - |
| - |
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
Adjusted earnings | (46,693) |
| 412,909 |
| -11.31 |
| Earnings£ |
| 30.4.13Weightedaveragenumberofshares |
| Per-shareamountpence |
Basic EPS |
|
|
|
|
|
Earnings attributable to ordinary shareholders | (87,412) |
| 412,909 |
| -21.17 |
Effect of dilutive securities |
|
|
|
|
|
Options and convertible loans | - |
| 4,250 |
| - |
|
|
|
|
|
|
Diluted EPS |
|
|
|
|
|
Adjusted earnings | (87,412) |
| 417,159 |
| -20.95 |
6. AVAILABLE FOR SALE INVESTMENTS
| £ |
COST OR VALUATION |
|
At 1 May 2013 | 90,127 |
Additions | 183,368 |
Disposals | (26,737) |
Reclassification | (90,127) |
|
|
At 30 April 2014 | 156,631 |
|
|
NET BOOK VALUE |
|
At 30 April 2014 | 156,631 |
|
|
At 30 April 2013 | 90,127 |
At the end of the reporting period the Board of Directors reviewed all investments and reclassified holdings totalling £90,127 as trade investments as described by the company's accounting policies.
The above balance represents the Company's strategic holding in African Eagle Resources Plc referred to in the Chairman's Statement valued at historic cost as opposed to market value. The market value of the investment would be £268,268 had the accounting policy in note 1 been applied.
7. INVESTMENTS
| 30.4.14 |
| 30.4.13 |
| £ |
| £ |
Trade Investments | 70,116 |
| - |
8. CASH AND CASH EQUIVALENTS
| 30.4.14 |
| 30.4.13 |
| £ |
| £ |
|
|
|
|
Bank accounts | 72,150 |
| 169,593 |
9. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid: |
|
|
|
| |
Number: | Class: | Nominal | 30.4.14 |
| 30.4.13 |
|
| value: | £ |
| £ |
412,909 | Ordinary | £0.10 | 41,335 |
| 41,335 |
23,790 | Deferred | £49.00 | 1,165,710 |
| 1,165,710 |
|
|
|
|
|
|
|
|
| 1,207,045 |
| 1,207,045 |
10. RESERVES
| Retained |
| Share |
| Revaluation |
| earnings |
| premium |
| reserve |
| £ |
| £ |
| £ |
|
|
|
|
|
|
At 1 May 2013 | (2,189,604) |
| 633,164 |
| (14,447) |
Deficit for the year | (46,693) |
|
|
|
|
Revaluation of investment | - |
| - |
| 3,044 |
|
|
|
|
|
|
At 30 April 2014 | (2,236,297) |
| 633,164 |
| (11,403) |
| Merger Relief reserve |
| Shareoption reserve |
| Totals |
| £ |
| £ |
| £ |
|
|
|
|
|
|
At 1 May 2013 | 417,284 |
| 9,000 |
| (1,144,603) |
Deficit for the year |
|
|
|
| (46,693) |
Revaluation of investment | - |
| - |
| 3,044 |
Share based payments | - |
| (9,000) |
| (9,000) |
|
|
|
|
|
|
At 30 April 2014 | 417,284 |
| - |
| (1,197,252) |
11. TRADE AND OTHER PAYABLES
| 30.4.14 |
| 30.4.13 |
| £ |
| £ |
Current: |
|
|
|
Trade creditors | 14,568 |
| 21,195 |
Accrued expenses | 17,100 |
| 5,575 |
|
|
|
|
| 31,668 |
| 26,770 |
12. FINANCIAL LIABILITIES - BORROWINGS
| 30.4.14 |
| 30.4.13 |
| £ |
| £ |
Non-current: |
|
|
|
Other loans - 2-5 years | 275,000 |
| 185,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Terms and debt repayment schedule |
|
|
|
|
|
| 2-5 years |
|
|
| £ |
Other loans |
|
| 275,000 |
Other loans represent Convertible Loan Notes which can be converted at any time prior to 15 October 2016 but are not redeemable until that date. These Convertible Loan Notes attract an interest rate of 6% per annum and if converted the Loan Notes can be exchanged for 1 ordinary share for every 65p of loan note held
13. FINANCIAL INSTRUMENTS
The company's financial instruments comprise of some cash and various items, such as trade receivables, trade payables etc which arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations. It is, and has been throughout the period under review, the company's policy that no trading in financial instruments shall be undertaken.
The accounting policies for financial instruments have been applied to items shown in the statement of financial position.
Liquidity risk
Historically the Group's policy has been to finance its business primarily with equity and short-term borrowings.
Foreign currency risk
This is minimised given the level of activity the company has, and plans to undertake while the directors seek investment opportunities.
Capital risk
As at the reporting date, the company interest rate profile solely consisted of fixed rate Convertible Loans Notes of £275,000 carrying an interest rate of 6% per annum.
The company has no other borrowing facilities available to it.
The fair values for the company's assets and liabilities are not materially different from their carrying values in the financial statements.
14. RELATED PARTY DISCLOSURES
The payables below are in respect to the Convertible Loan Notes in issue (see note 12).
30.04.14 | 30.04.13 |
| ||||||||
Year end balances |
|
| £ |
| £ |
| ||||
|
|
|
|
|
| |||||
KPL Investments Ltd |
| Entity under common directorship: K P Legg
| 25,000 |
| 25,000 | |||||
J S P Maynard |
| Director |
|
|
|
| 10,000 |
| 10,000 | |
M Parker |
| Director |
|
|
|
| 5,000 |
| 5, 000 |
Key management compensation
30.04.14 | 30.04.13 |
| ||||||||
Directors |
|
| £ |
| £ |
| ||||
|
|
|
|
|
|
|
|
| ||
Aggregate emoluments |
|
| 11,042 |
| 7,067 | |||||
|
|
|
| |||||||
| 11,042 |
| 7,067 | |||||||
|
|
|
|
| ||||||
Information in relation to the highest paid Director is as follows:
30.04.14 | 30.04.13 |
| ||||||
£ | £ |
| ||||||
|
|
|
|
|
|
| ||
Director's fee |
|
| 3,500 |
| 2,000 | |||
|
|
|
| |||||
| 3,500 |
| 2,000 | |||||
15. EVENTS AFTER THE REPORTING PERIOD
On 16 May 2014 the company issued an additional 315,000 Ordinary Shares of 10p each for the consideration of 65p per share and will rank pari passu with the existing Ordinary Shares in issue. Following this placing the total number of Ordinary Shares in issue is 727,909.
On 12 June 2014 DC Ovadia was appointed as a Director of the company.
On 12 June 2014 BA Stockley resigned as a Director of the company.
16. 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 is recognised for share based payments made during the year is £Nil (2013: £Nil)
4,250 options were issued during the financial period ended 30 April 2010 exercisable at 5.625p. These share options were cancelled under mutual consent between the Board of Directors and the holders of the options.
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 period
| 30.4.14 | 30.4.13 | |||
| No of options | WAEP | No of options | WAEP | |
Outstanding at the beginning of the period |
| 4,250 | 5.625p | 4,250 | 5.625p |
Granted during the year |
| - | - | ||
Forfeited/cancelled during the period |
| 4,250 | 4.895p | - | |
Exchanged for shares |
| - | - | ||
Outstanding at the end of the period |
| - | 4,250 | 5.625p | |
Exercisable at the end of the period |
| - | 4,250 | 5.625p |
17. CONTROL
The day to day administration and financial supervision of the company is the responsibility of the directors.
Related Shares:
TSI.L