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Interim Results

31st Mar 2014 15:20

RNS Number : 6200D
Concha plc
31 March 2014
 

31st March 2014

 

Concha PLC

("Concha" or "the Company")

 

Interim Report for the period ended 31 December 2013

 

Concha PLC announces its interim results for the six months ended 31 December 2013.

 

Aside from costs associated with the operation of a publically quoted company, operating overheads for the six months were £203,000 and included professional fees associated with the administration of Moshen Limited ("Moshen") and the pursuance of the recovery of amounts advanced to Churchill Media Limited ("CML") following its failure to make repayment under the terms of the loan on 30 September 2013.

 

In August 2013, the company completed the placing of 182,499,999 ordinary shares raising £638,750 from a combination of new and existing shareholders. This funding was used to complete the acquisition of a 30% equity holding in The Works, The Complete Design Facility Limited, ("Works"). Works is a specialist media design agency focusing on the sports sector, dealing with branding, motion, and events. The stake was bought for cash consideration of £400,000. In October 2013, following the appointment of Administrators to Moshen Limited, a business in which the company held a 40% interest, the Board, together with the management at Works formed a new digital agency which will progress opportunities and will trade under the name of "Works Digital".

 

In December 2013 the Company placed a further 50,000,000 ordinary shares, with the proceeds of £100,000, being used to fund the company's working capital requirements. At the time of the placing the company issued a put and call option over a further 50,000,000 ordinary shares exercisable on or before the 14 February 2014. On 7 February 2014, the Board received notification of an intention to exercise the option whereby further funds of £100,000 were secured.

 

Outlook

 

Concha's principal investment in Works continues to perform well, now supplemented by Works Digital and the additional digital service offerings it is able to offer to both existing and prospective clients alike. The Board continues to progress its action against its former legal advisors in respect of the failure to register a valid security interest in loan amounts advanced to the former Moshen business and expects to conclude this process before the end of the current financial year. The Board also continues to seek a resolution with respect to the CML loan and will provide a further update when appropriate.

 

Concha's strategy remains to identify and invest in growth companies in the technology, media and communications sectors. The Board has identified a number of potential acquisition opportunities in these sectors, which it believes offer good opportunities to generate shareholder value. Whilst there can be no guarantee that one or more acquisition opportunities can be concluded successfully, the Board remains confident of creating shareholder value through Concha and looks forward to providing further updates in due course.

 

 

Concha PLC

18 Buckingham Gate, London, SW1E 6LB 

Enquiries:

Concha PLC

Chris Akers, Chairman 07767 775888 

 

Strand Hanson Limited (Nominated Adviser) 020 7409 3495

James Harris

Andrew Emmott

Ritchie Balmer

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD FROM 1 JULY 2013 TO 31 DECEMBER 2013

 

 

Half year to

Half year to

Year Ended

31.12.2013

31.12.2012

30.06.2013

(Unaudited)

(Unaudited)

(Audited)

Notes

£000's

£000's

£000's

Revenue

2

6

-

-

Cost of sales

-

-

-

-----------

-------------

------------

Gross profit

6

-

-

Depreciation and amortization

-

(5)

-

General & administrative expenses

(203)

(104)

(345)

-----------

-------------

------------

Loss from operations before exceptional items

(197)

(109)

(345)

Exceptional write off of liabilities

(126)

-

(1,536)

Investment income

-

24

36

Loss on disposal of property, plant and

Equipment

-

-

(5)

-----------

-------------

------------

Loss before tax

(323)

(85)

(1,850)

Tax

-

-

-

-----------

-------------

------------

Retained Loss after tax for the year

(323)

(85)

(1,850)

_____

______

______

Retained loss attributable to:

Owners of the company

(323)

(85)

(1,850)

-----------

-------------

------------

Loss for period

(323)

(85)

(1,850)

_____

______

______

Total comprehensive loss attributable to:

Owners of the company

(323)

(85)

(1,850)

-----------

-------------

-------------

Total comprehensive loss for the year

(323)

(85)

(1,850)

_____

______

______

Loss per share

Basic and diluted

3

-

-

-

 

 

_____

______

______

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2013

 

 

As at

As at

As at

31.12.2013

31.12.2012

30.06.2013

(Unaudited)

(Unaudited)

(Audited)

Notes

£000's

£000's

£000's

ASSETS

Non-current assets

Investments

454

-

13

-----------

-------------

-------------

454

-

13

-----------

-------------

-------------

Current assets

Inventories

-

-

-

Trade and other receivables

116

793

112

Cash and cash equivalents

93

125

86

-----------

-------------

-------------

209

918

198

-----------

-------------

-------------

TOTAL ASSETS

663

918

211

======

=======

=======

EQUITY

Share capital

4

828

311

595

Deferred share capital

1,795

1,795

1,795

Share premium reserve

15,016

13,706

14,413

Warrant reserve

-

-

131

Foreign exchange reserve

-

(73)

-

Retained loss

(17,115)

(15,027)

(16,792)

-------------------

-------------------

-------------------

TOTAL EQUITY

524

712

142

=========

=========

==========

CURRENT LIABILITIES

Trade and other payables

139

206

69

TOTAL EQUITY AND LIABILITIES

663

918

211

=========

=========

==========

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM 1 JULY 2013 TO 31 DECEMBER 2013

 

Share

Deferred

Share

based

Foreign

Share

share

premium

payment

exchange

Merger

Warrant

Retained

Total

Minority

Total

capital

capital

account

reserve

reserve

reserve

reserve

loss

interest

equity

CONSOLIDATED

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Balance at 1 July 2013

595

1,795

14,413

-

-

-

131

(16,792)

142

-

142

Loss for the period

-

-

-

-

-

-

-

(323)

(323)

-

(323)

Exchange differences on translation of foreign operations

-

-

-

-

-

-

-

-

-

-

-

Total comprehensive income for the period

-

-

-

-

-

-

-

(323)

(323)

-

(323)

Share capital issued

233

-

603

-

-

-

-

-

836

-

836

Share based payments

-

-

-

-

-

-

(131)

-

(131)

-

(131)

Balance at 31 December 2013

828

1,795

15,016

-

-

-

-

(17,115)

524

-

524

CONSOLIDATED

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Balance at 1 July 2012

311

1,795

13,706

-

(73)

-

-

(14,942)

797

-

797

Loss for the year

-

-

-

-

-

-

-

(85)

(85)

-

(85)

Exchange differences on translation of foreign operations

-

-

-

-

-

-

-

-

-

-

-

Total comprehensive income for the period

-

-

-

-

-

-

-

-

-

-

Share capital issued

-

-

-

-

-

-

-

-

-

-

-

Share based payments

-

-

-

-

-

-

-

-

-

-

-

Balance at 31 December 2012

311

1,795

13,706

-

(73)

-

-

(15,027)

712

-

712

INTERIM CONSOLIDATED STATEMENT OF CASH FLOW

FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2013

 

 

Half Year to

Half Year to

Year Ended

31.12.2013

31.12.2012

30.06.2012

£000's

£000's

£000's

(Unaudited)

(Unaudited)

(Audited)

Cash flow from operating activities

Loss for the period

(323)

(85)

(1,850)

Investment income

-

(24)

(36)

Depreciation

-

5

-

Loss on disposal of property, plant and equipment

-

-

5

Share based payment

-

5

131

Exceptional items

115

5

1,407

-------------

--------------

----------------

Operating cash flows before movements in working Capital

(208)

(104)

(343)

(Increase)/decrease in receivables

(4)

(31)

14

Increase / (decrease) in payables

70

(53)

(68)

-------------

--------------

----------------

Net cash outflow from operating activities

66

(188)

(54)

Investment income

-

24

36

-------------

--------------

----------------

Net cash flow from operating activities

(142)

(164)

(18)

Cash flow from investing activities

Purchase of investments

(454)

(299)

Sale of intangible Assets

-

(41)

-

-------------

--------------

----------------

Net cash flow from investing activities

(454)

(195)

(299)

Cash flow from financing activities

Net proceeds from issue of share capital

718

-

991

Loans advanced

(115)

-

(534)

-------------

--------------

----------------

Net cash flow from financing activities

603

-

(457)

Net cash inflow / (outflow) for the period

7

(2,164)

(203)

--------------

----------------

-------------

Cash and cash equivalents at start of period

86

289

289

--------------

----------------

-------------

Cash and cash equivalents at end of period

93

125

86

=======

======

======

 

 

 

NOTES TO THE UNAUDITED INTERIM REPORT

FOR THE PERIOD ENDING 31 DECEMBER 2013

 

 

1. BASIS OF PREPARATION

 

The consolidated interim financial statements have been prepared on a going concern basis and in accordance with the recognition and measurement principles of International Financial Reporting Standards adopted for use in the European Union ("IFRS"). The accounting policies are unchanged from the financial statements for the year ended 30 June 2013.

 

The interim financial statements for the period ended 31 December 2013 have not been audited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2013, prepared in accordance with IFRS, have been filed with the Registrar of Companies. The Auditors' report on these accounts was unmodified, did not include any matters to which the Auditors drew attention by way of emphasis of matter without qualifying their report and did not contain any statements under section 498 of the Companies Act 2006. 

 

This Interim Financial Report was approved by the Board of Directors on 31 March 2014.

 

Statement of compliance

 

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ('IAS') 34 - Interim Financial Reporting as adopted by the European Union. Accordingly the interim financial statements do not include all of the information or disclosures required in the annual financial statements and should be read in conjunction with the Group's 2013 annual financial statements.

 

Basis of consolidation

 

The consolidated financial statements comprise the financial statements of Concha PLC and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.

 

The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

 

All inter-company balances and transactions have been eliminated in full.

 

 

2. TURNOVER AND SEGMENTAL ANALYSIS

 

All the companies activity and income and expenses in the periods ended 31 December 2013 and 31 December 2012 and for the year ended 30 June 2013 were incurred in the United Kingdom, and relate to Concha's on going investment activities.

 

 

3. LOSS PER SHARE

 

The calculation of the basis and diluted earnings per share is based on the following data:

 

Half year to

Half year to

Year ended

31.12.2013

31.12.2012

30.6.2013

Earnings

Earnings for the purposes of basic earnings per share net loss for the

period attributable to equity holders of the parent (£000's)

(329)

(85)

(1,850)

 

Number of shares

Weighted average number of ordinary shares in issue (millions)

742.4

258.3

362.2

 

Number of dilutive shares under options (millions)

241.7

60.1

111.3

 

Weighted average number of shares incl. dilutive warrants (millions)

984.1

318.4

473.5

 

The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings. Due to the loss incurred in the period, there is no dilutive effect resulting from the issue of share options, warrants and shares to be issued.

 

 

4.

SHARE CAPITAL

Number of

Nominal value

 

shares

£000's

 

 

a) Issued and Fully Paid:

 

 

As at 1 July 2013

595,256,980

595

 

 

7 August 2013 - for cash at 0.35 pence per share

182,499,999

183

 

 

27 December 2013 - for cash at 0.20 pence per share

50,000,000

50

 

 

-----------------------------

------------------

 

 

As at 31 December 2013

827,756,979

828

 

 

 

 

b) Deferred shares

 

 

As at 1 July 2013 and 31 December 2013

181,303,419

1,795

 

 

-----------------------------

------------------

 

 

 

 

c) Total warrants in issue

 

 

During the half year, 95,624,999 warrants were issued (2012: Nil).

 

 

 

 

As at 31 December 2013 the warrants in issue were:

 

 

 

 

Exercise price

Expiry date

Warrants in Issue 31 December 2013

 

 

 

 

0.30p

27/02/2015

90,000,000

 

 

0.35p

07/06/2016

85,942,227

 

 

0.35p

01/03/2018

64,383,408

 

 

0.25p

31/12/2016

50,000,000

 

 

---------------------------

 

 

290,325,635

 

 

--------------------------

 

 

d) Total options in issue

 

 

During the half year, 50,000,000 options were issued (2012: Nil).

 

 

 

 

As at 31 December 2013 the options in issue were:

 

 

 

 

Exercise price

Expiry date

Options in Issue 31 December 2013

 

 

 

 

0.20p

14/02/2014

50,000,000

 

 

---------------------------

 

 

50,000,000

 

 

--------------------------

 

 

No warrants or options were cancelled or were exercised during the half year (2012: Nil).

 

 

 

5.

POST BALANCE SHEET EVENTS

 

In February 2014, the company received executed notices in respect of the exercise of options over 50,000,000 new ordinary shares of 0.1p each for a cash consideration of 0.2p per share, pursuant to a put and call option granted in December 2013.

 

6. AVAILABILITY OF INTERIM RESULTS

 

Copies of the Interim Results for the six months to 31 December 2013 are available from the Company's registered address and will be available on the Company's website, www.concha-plc.com, later today.

 

 

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