Half Yearly Report

RNS Number : 4204J

LP Hill PLC

30 March 2010

 

 

30 March 2010

 

LP Hill Plc

 ("LP Hill" or the "Company")

 

Interim Results for the six months ended 31 December 2009

 

LP Hill (AIM: LPH), the AIM listed uranium, thorium, base and precious metals exploration and development company operating in Madagascar, announces its interim results for the six months ended 31 December 2009. 

 

Highlights:

 

·; Placing of 17 million new ordinary shares completed to raise a gross amount of £850,000 (the "Placing").   ·; Successful reverse takeover, leading to the acquisition of a uranium and thorium exploration project in Madagascar (the "Marodambo Project").   ·; Initiation of the planned work programme on the Marodambo Project.   ·; Board restructuring completed.   ·; Appointment of Strand Hanson Limited as Nominated Adviser and Ocean Equities Limited as sole Broker to the Company.

 

Commenting on the interim results, Gerry Nealon, Executive Chairman, said:

 

"We have now successfully completed the initial restructuring of the Company and its Board, which has included a successful Placing leading to the acquisition of a uranium and thorium exploration project in Madagascar. Phase 1 of our work programme on the Marodambo Project has commenced. In addition, the Company is now actively seeking other opportunities to expand its project portfolio including the potential acquisition of more advanced exploration projects and income producing assets".

 

For further information, please contact:

LP Hill Plc	Tel: +61 8 9368 1566
Gerry Nealon, Executive Chairman	Mobile: +61 41 754 1873
Bernard Olivier, Non-executive Technical Director	Mobile : +61 40 894 8182
Strand Hanson Limited
James Harris Matthew Chandler David Altberg	Tel: +44 (0) 20 7409 3494

Ocean Equities Limited Tel: +44 (0) 20 7786 4370

Guy Wilkes

Justin Tooth

or visit: www.lphill.com.au

 

 

 

 

 

 

 

Chairman's Statement

 

In August 2009, I was delighted to be invited to join the Board as Executive Chairman and am pleased to be presenting the unaudited interim results for the six months ended 31 December 2009.

 

At the beginning of the reporting period, the Company was an investing company (as defined in the AIM Rules for Companies). In accordance with the AIM Rules for Companies, the Company's shares were suspended from trading on AIM on 27 August 2009 as a result of the Company's investing policy not having been implemented within twelve months of the Company becoming an investing company.

 

On 7 August 2009, the Company announced the resignation of Mr Leo Knifton as a Director of the Company. The Company also announced that the £50,000 unsecured convertible loan notes 2013 (the "Convertible Loan Note") issued to Coran Investments Limited ("Coran") on 16 September 2008, together with Coran's entire interest in the Company, being 200,000 ordinary shares, had been assigned to Almaretta Pty. Ltd ("Almaretta"). The Convertible Loan Note was subsequently 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 ("Ordinary Shares") at a conversion price of 1p per Ordinary Share. During the same month, the Company placed 17 million Ordinary Shares with new investors at a price of 5p per share to raise a gross amount of £850,000, which provided the Company with working capital to facilitate the implementation of its investing policy.

 

The appointment of Strand Hanson Limited (previously known as Strand Partners Limited) as Nominated Adviser to the Company was announced on 9 September 2009.

 

In December 2009, the Company acquired the entire issued ordinary share capital of Tranomaro Mineral Development Corporation Limited ("Tranomaro"). Tranomaro owns an 80 per cent. beneficial interest in the issued share capital of Mineral Development Corporation SA ("MDC"), a Madagascan subsidiary. MDC is the sole beneficial owner of the exploration and commercial mining rights for uranium and thorium located in an area comprising 38 blocks over 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.

 

The consideration payable in respect of the acquisition was satisfied through the issue of 3,000,000 new Ordinary Shares and a cash payment of £200,000. This acquisition, comprising a reverse takeover under the AIM Rules for Companies, was duly approved by shareholders at a General Meeting held on 4 December 2009 and resulted in the Company's suspension from trading on AIM being lifted with effect from 7 December 2009, when the enlarged group was re-admitted as a mineral exploration company.

 

In order to provide additional working capital for the enlarged group, Hereford Group Limited, an existing significant shareholder in the Company, agreed to subscribe £100,000 for a convertible unsecured loan note in the Company due for repayment on 31 October 2012.

 

On 4 December 2009, it was announced that the Company had issued and allotted 320,000 Ordinary Shares to Antony Batty and Company LLP following the exercise on 1 December 2009 of warrants held by it at a price of 0.1 pence per share.

 

Since completion of the acquisition, the Company has already instigated Phase 1 of its planned work programme which has included the review of data, a desktop study, geological reconnaissance and mapping, along with soil, stream sediment and rock chip sampling. Pending approval of the necessary environmental clearances by the relevant government authorities, Phase 2 may involve further petro-mineralogical studies, rotary air blast or diamond drilling and further costeaning (trenching) of selected anomalies, analytical chemistry and sample assessment. The work programme has been designed to extend over an eighteen month to two year period and is currently budgeted at US$250,000, which shall be subject to amendment according to the results obtained as the work programme proceeds.

 

Subsequent to the reporting period end, the Company was pleased to announce on 22 March 2010, the appointments of Mr James Slade and Dr Bernard Olivier as Non-Executive Directors of the Company and Ocean Equities Limited ("Ocean") as sole Broker to the Company. In conjunction with the analytical and broking expertise of Ocean, this corporate and technical strengthening of the Board should assist the Company in achieving its objective of creating long term shareholder value through the discovery, analysis and exploitation of uranium, thorium and other mineral exploration projects, including precious and base metals such as platinum group metals, gold, copper and zinc.

 

Mr Nigel Weller resigned from the Board on the same date to pursue other interests and I thank him for his outstanding contribution in relation to the initial restructuring of the Company and wish him well for the future.

 

Reflecting this period of corporate restructuring, the Company incurred a loss after tax for the six month period ended 31 December 2009 of approximately £146,000 (2008: loss of £17,000 before exceptional item and profit of £276,000 post exceptional item).

 

I would like to take this opportunity to thank all of our shareholders for their continuing support and look forward to reporting further progress throughout the remainder of 2010.

 

 

 

 

 

Gerard Nealon

Executive Chairman

 

30 March 2010

 

Consolidated Statement of Comprehensive Income

For the six months ended 31 December 2009

 

 

				Six months to 31 December 2009  Unaudited		Six months to 31 December 2008 Unaudited		Year ended 30 June  2009 Audited
				£'000s		£'000s		£'000s
Revenue				-		-		-
Administrative expenses				(146)		(17)		(45)
Exceptional items - Creditor write backs				-		293		293
				────────		────────		────────
(Loss)/Profit before tax				(146)		276		248
Income tax charges				-		-		-
				────────		────────		────────
(Loss)/Profit for the period from continuing operations attributable to shareholders				(146)		276		248
				═══════		═══════		═══════
(Loss)/Earnings per share
Basic				(0.88)p		46.77p		35.55p
Diluted				(0.88)p		46.77p		4.56p
(Loss)/Earnings per share - before exceptional item
Basic and diluted				(0.88)p		(2.80)p		(0.83)p
				═══════		═══════		═══════

 

 

 

 

Consolidated Statement of Financial Position as at 31 December 2009

 

Six months to 31 December 2009  Unaudited

Six months to 31 December 2008 Unaudited

Year ended 30 June  2009 Audited

 

					£'000s		£'000s	£'000s
Assets
Non-current assets
Goodwill					1,520		-	-
Intangibles					3		-	-
					───────		───────	───────
					1,523		-	-
					───────		───────	───────
Current assets
Trade and other receivables					41		-	1
Cash and cash equivalents					374		42	13
					───────		───────	───────
					415		42	14
					───────		───────	───────
Current liabilities
Trade and other payables					94		15	15
					───────		───────	───────
					94		15	15
					───────		───────	───────
Net Current Assets/(Liabilities)					321		27	(1)
Non-Current Liabilities
Financial liabilities - borrowings and
Interest bearing loans					(100)		(50)	(50)
					───────		───────	───────
Net assets					1,744		(23)	(51)
					══════		══════	══════
Equity
Capital and reserves
Called up share capital					105		77	77
Share premium					3,454		1,541	1,541
Profit and loss deficit					(1,815)		(1,641)	(1,669)
					───────		───────	───────
Total equity					1,744		(23)	(51)
					══════		══════	══════

 

 

Consolidated Statement of Changes in Equity

For the six months ended 31 December 2009

 

 

	Share	Share	Retained
	Capital	Premium	Earnings	Total
	£'000s	£'000s	£'000s	£'000s
As at 1 July 2008	77	1,536	(1,917)	(304)
Shares issued	-	5	-	5
Profit after tax for the period	-	-	276	276
	────────	────────	────────	────────
As at 1 December 2008	77	1,541	(1,641)	(23)
(Loss) after tax for the period	-	-	(28)	(28)
	────────	────────	────────	────────
As at 1 July 2009	77	1,541	(1,669)	(51)
(Loss) after tax for the period	-	-	(146)	(146)
Issue of shares	28	1,913	-	1,941
	────────	────────	────────	────────
As at 31 December 2009	105	3,454	(1,815)	1,744
	────────	────────	────────	────────

 

Consolidated Cash Flow Statement

For the six months ended 31 December 2009

 

Six months to 31 December 2009  Unaudited

Six months to 31 December 2008 Unaudited

Year ended 30 June  2009 Audited

 

	Note	£'000	£'000	£'000
Operating activities	6	(11)	(12)	(42)
Finance costs		-	-	-
		───────	───────	───────
Cash absorbed by operating activities		(11)	(12)	(42)
		───────	───────	───────
Investing activities
Purchase of subsidiary		(575)	-	-
Purchase of intangibles		(3)	-	-
		───────	───────	───────
Net cash from investing activities		(578)	-	-
		───────	───────	───────
Financing activities
Loan received		100	50	50
Issue of new shares		850	4	4
		───────	───────	───────
Net cash from financing activities		950	54	54
		───────	───────	───────
Net cash inflow		361	42	12
Cash and cash equivalents at the beginning of the period		13	-	1
		───────	───────	───────
Cash and cash equivalents at the end of the period		374	42	13
		══════	══════	══════

 

 

  

Notes to the Interim Financial Information

For the six months ended 31 December 2009

 

1. General Information

 

LP Hill Plc is a public limited company incorporated in England and Wales with company number 05980987 and quoted on the AIM market of the London Stock Exchange Plc.

 

2. Basis of Preparation

 

This interim report, which incorporates the financial information of the Company and its subsidiary undertakings (the "Group"), has been prepared using the historical cost convention, on a going concern basis and in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, using accounting policies which are consistent with those set out in the Company's Annual Report and Financial Statements for the year ended 30 June 2009. This interim financial information for the six months ended 31 December 2009, complies with IAS 34 'Interim Financial Reporting' and was approved by the Board on 30 March 2010.

 

3. Significant Accounting Policies

 

Except as described below, the accounting policies applied are consistent with those of the annual financial statements for the year ended 30 June 2009 and as described in those annual financial statements.

Basis of consolidation

The consolidated financial statements incorporate the financial statements 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 entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the period are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made within the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

Business combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquired entity, plus any costs directly attributable to the business combination. The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair values at the acquisition date, except for non - current assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.

The interest of minority shareholders in the acquiree is initially measured at the minority's proportion of the net fair value of the assets, liabilities and contingent liabilities recognised.

Goodwill

Goodwill arising on the acquisition of a subsidiary or a jointly controlled entity represents the excess of the cost of acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the subsidiary or jointly controlled entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and subsequently measured at cost less any accumulated impairment losses.

  

Taxes

 

Taxes on income in the interim periods are accrued using the tax rate that would be applicable to expected total annual earnings.

 

Standards and Interpretations adopted with no material effect on the financial statements

 

The following new and revised Standards and Interpretations have been adopted in these financial statements. Their adoption has not had any significant impact on the amounts reported in these financial statements but may effect the accounting of future transactions and arrangements.

 

Title Issued Effective date

 

IFRS Improvements re IFRS 5 May 08 Accounting periods beginning

on or after 01 July 2009

 

IAS 27 Consolidated and Separate Financial Jan 08 Accounting periods beginning

statements on or after 01 July 2009

 

IFRS 3 Business Combinations Jan 08 Accounting periods beginning

on or after 01 July 2009

 

IAS 39 Financial Instruments: Recognition Jul 08 Accounting periods beginning

and management (amendment) - Eligible on or after 01 July 2009

Hedged Items

 

IFRIC 17 Distributions of Non-cash Assets Nov 08 Accounting periods beginning

to Owners on or after 01 July 2009

 

IFRS 1 First-time Adoption of IFRS (revised) Nov 08 Accounting periods beginning

on or after 01 July 2009

 

IFRIC 18 Transfer of Assets to Owners Jan 09 Accounting periods beginning

on or after 01 July 2009

 

Standards and Interpretations issued but not effective on financial statements

 

The following new and revised Standards and Interpretations have not been adopted in these financial statements as they are not yet effective in the period being reported on.

 

Title Issued Effective date

 

IFRS Improvements regarding IAS 17 Apr 09 Accounting periods beginning 

Leases on or after 01 January 2010

 

Clarification to the scope of IFRS 2 Share Based June 09 Accounting periods beginning

Payments on or after 01 January 2010

 

Standards and Interpretations issued but not yet EU approved

 

The following new and revised Standards and Interpretations have not been approved but may have an impact on future accounting.

 

 

Title Issued Effective date

 

 

Amendments to IFRS 1 Additional Exemptions for July 09 Accounting periods beginning

First-time Adopters on or after 01 January 2010

 

Amendments to IAS 32 Classification of Rights issues Oct 09 Accounting periods beginning

on or after 01 February 2010

 

IFRIC 19 Extinguishing Financial Liabilities with Equity Nov 09 Accounting periods beginning

Instruments on or after 01 July 2010

 

IFRIC 14 (Amendment) Prepayments of a minimum Nov 09 Accounting periods beginning

funding requirement on or after 01 January 2011

 

Revised IAS 24 Related Party Disclosures Nov 09 Accounting periods beginning

on or after 01 January 2011

 

IFRS 7 Improving Disclosures about Financial Mar 09 Accounting periods beginning 

Instruments on or after 01 January 2010

 

IFRS 9 Financial Instruments Nov 09 Accounting periods beginning

on or after 01 January 2013

 

4.  Segmental analysis

 

The Group's primary reporting format is business segments and its secondary format is geographical segments. The Group currently only operates in a single business and geographical segment. Accordingly no segmental information for business segment or geographical segment is required.

 

5. Earnings/(loss) per Share

 

Earnings and losses per ordinary share have been calculated using the weighted average number of shares in issue during the relevant financial period. The weighted average number of equity shares in issue was basic and diluted 16,568,976, (31 December 2008: basic and diluted 590,171; 30 June 2009: basic and diluted - 697,164). The loss for the financial period was £146,000 (31 December 2008: £17,000 loss before exceptional item and £276,000 profit after exceptional item; 30 June 2009 - £45,000 loss before exceptional item and £248,000 profit after exceptional item).

 

6. Reconciliation of operating (loss)/profit to net cash outflow from operating activities

 

		Six months to 31 December 2009		Six months to  31 December  2008		Year ended 30 June  2009
		£'000s		£'000s		£'000s
Operating Profit/(Loss) for the period		(146)		276		248
Adjustments for:
Company Voluntary Arrangement - creditors write back		-		(293)		(293)
(Increase)/decrease in receivables		(40)		6		5
Increase/(decrease) in payables		175		(1)		(2)
		───────		───────		───────
Net cash from operating activities		(11)		(12)		(42)
		══════		══════		══════

 

 

7. Called up share capital

 

The issued share capital as at 30 June 2009, per the audited accounts, was 772,780 Ordinary Shares of £0.001 each. At 31 December 2008 there were 772,780 ordinary shares of £0.001 each and at 31 December 2009, the issued share capital was 27,992,780 ordinary shares of £0.001 each.

 

8. The unaudited interim financial information for the period ended 31 December 2009 does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The comparative figures for the year ended 30 June 2009 are extracted from the statutory financial statements which have been delivered to the Registrar of Companies and which contained an unqualified audit report and did not contain statements under Sections 498 to 502 of the Companies Act 2006.

 

9. A copy of these interim results will be available from the Company's registered office at 30 Portland Place, London W1B 1LZ during normal business hours on any weekday. The interim financial report will also be made available on the Company's website at: www.lphill.com.au.

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