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Preliminary Results

14th Dec 2011 07:00

RNS Number : 9033T
Sorbic International PLC
14 December 2011
 



 

Press Release

 14 December 2011

 

Sorbic International Plc

 

("Sorbic International" or the "Group" or the "Company")

 

Preliminary Unaudited Results

 

Sorbic International plc, (AIM:SORB), the third largest sorbates producer in China, today announces its preliminary unaudited results for the year ended 30 September 2011.

 

Summary

·;

Revenue for the year increased by 21.5% to £14.7 million (2010: £12.1 million)

·;

Profit before tax and after exchange differences of £0.3 million (2010: £0.6 million)

·;

Net profit after tax and exchange differences of £0.9 million (2010: £0.8 million)

·;

Cash balances at 30 September 2011 of £3.5 million (2010: £5.7 million)

·;

Gross profit margin for the year of 10.2% (2010: 18.5%)

·;

Basic earnings per share of 0.36 pence (2010: 1.04 pence)

·;

The majority of the construction work at the new Inner Mongolia facility, which will double the Group's production capacity to 15,000 tonnes per annum, has now been completed

·;

The potassium sorbate machinery and equipment has been installed and full production for this line planned for spring 2012

·;

The sorbic acid line is expected to commence production in summer 2012

 

 

John McLean, Non-Executive Chairman of Sorbic International, commented: "This year has been a period of significant development for the Group, with construction at the new facility in Inner Mongolia now largely complete. Despite challenges in the wider economy, Sorbic has made good progress and continues to manage raw material prices where possible.

 

"The Company is poised to become more sales oriented and expand its market share in China as part of the strategy to build sustainable long-term growth. With the new facility now close to commencing full production, the Group will soon be in a position to capitalise on the significantly increased capacity."

 

- Ends-

For further information:

Sorbic International Plc

John McLean, Non-Executive Chairman

Tel: +44 (0) 7768 031 454

www.sorbicinternational.com

 

FinnCap

Geoff Nash / Ed Frisby (Corporate Finance)

Tel: +44 (0) 20 7600 1658

Tom Jenkins / Simon Starr (Broking)

 

Media enquiries:

Abchurch Communications

Joanne Shears / Mark Dixon

Tel: +44 (0) 20 7398 7709

[email protected]

www.abchurch-group.com

 

Notes to Editors:

Sorbic International's principal activity is the production and sale of the food preservatives Sorbic Acid and Potassium Sorbate from its base in Linyi City, Shandong Province, People's Republic of China. Approximately half of Sorbic International's production is sold to overseas markets, across 46 countries and half into the Chinese domestic market.

 

Sorbic Acid is a naturally occurring organic compound that is used in all kinds of foods for its anti-decomposition and anti-fungus function and also in grains, medicines, cosmetics, toothpaste, tobacco, animal feed, latex, paper-manufacturing and pesticides. Potassium Sorbate is used to inhibit moulds and yeasts in many foods, such as cheese, wine, yogurt, dried meat, baked goods, cosmetics and pharmaceuticals.

CHAIRMAN'S STATEMENT

 

Introduction

2011 proved to be an exciting yet challenging year for the Group.

 

I am pleased to say that the Group has remained focused and has continued with its expansion in Inner Mongolia where cheaper resources will improve margins and give Sorbic a competitive edge. The project has now entered the final phase of its development with the soft launch of the Group's sorbate line having taken place on 4 November 2011.

 

The results for year ended 30 September 2011 show a significantly improved revenue of £14.7 million (2010: £12.1 million), although profit before tax was lower at £0.3 million (2010: £0.6 million) and profit after tax and exchange differences of £0.9 million (2010: £0.8 million). The Group achieved earnings per share of 0.36 pence (2010: 1.04 pence).

 

Gross margin decreased from 18.5% to 10.2% due to the rising costs of raw materials. The Group has made a conscious effort to reduce the number of long-term contracts for the current year to less than 40% of total sales in order to provide a degree of flexibility for price adjustment. Although raw material price inflation was factored in during pricing negotiations, the inflationary impact was much higher than anticipated. China's consumer price index ("CPI"), the main gauge of inflation, rose 4.2% year-on-year in November 2011, according to data released by the National Bureau of Statistics ("NBS"). Though still high, the figure marked the slowest surge from July's three-year peak of 6.5%. The Company's average gross margin dropped significantly below 10% during the second quarter of the financial year (January-March 2011). The Company was only able to raise prices slightly and therefore passed some of the increased costs to customers not on long-term contracts. Accordingly, price increases were not achieved at the same rate as the cost increases with a consequent reduction in margins. The Company faces resistance from customers to move from long-term contracts, but will, over time, look to reduce the proportion of such contracts.

 

Despite the Group's capital commitment for the facility in Inner Mongolia being affected by rising steel and construction costs, the Company's decision to locate to Inner Mongolia has been reaffirmed by the ready availability of low cost resources; the cost of coal and electricity are halved, and water is free, and these cost savings are expected to improve both production efficiency and margins.

 

The Chinese Yuan has appreciated by more than 27.5% since 2005 or approximately 4.5% per annum. The market's expectation for the Chinese Yuan appreciation in 2011 is between 4.5 and 5.5% and will continue to follow a gradual pace going forward. Its appreciation has benefited the Group's China investment in sterling value.

 

The Group is now well positioned to increase the scale of its production. This will broaden Sorbic's competitive position as the Company is poised to become more sales oriented and expand its market share in China as part of the strategy to build sustainable long-term growth.

 

2012 Economic outlook and the domestic Chinese market

Despite the possibility that the Chinese economic growth rate may continue to slow down in 2012, it is still projected to deliver an impressive 8% growth rate (source: Marketwatch). Rising disposable income and urbanisation will continue to drive the Chinese economy in the foreseeable future. The food processing industry will benefit from these factors. Between 2001 and 2006 the industry grew at a compound annual growth rate of 20% to reach approximately US$288 billion1. As consumers increasingly value the convenience and variety of processed foods, the industry is expected to continue to expand. Currently only approximately 30% of food in China is processed, compared to 60-80% in Western countries2. The current level of adoption suggests significant room for growth in the domestic market, especially in urban areas.

 

In addition, recent food safety scandals have drawn unwanted international attention and have become a growing public concern in China. In the latest four-month campaign, government investigators have inspected nearly six million food and additive producers and the authorities have arrested more than 2,000 people and closed down 5,000 businesses since concerns over the use of harmful ingredients peaked in the spring of 2011. The latest enforcement campaign shows the seriousness with which the Chinese government takes the country's food safety concerns.

 

Government intervention will continue to play a large role in the short-term, by forcing domestic firms to comply with new improved standards. In the long-term, as consumers become more aware and are less willing to accept substandard quality, producers will in turn increasingly invest in better practices and products to ensure quality, thus generating new opportunities for the Group's products.

 

1Source: New Zealand China Trade Association ("NZCTA")

 2 Source: New Zealand China Trade Association ("NZCTA")

 

New Production Lines - Inner Mongolia

Construction of the new plant in Ulanqab City, Inner Mongolia, which will double the Group's production capacity to 15,000 tonnes per annum, is on schedule and is expected to be fully operational by summer 2012. Once they are operating at full capacity, the two new lines have capacity of £38 million at current prices and at higher margins than the existing facilities.

 

The stable power supply at the Inner Mongolia facility will be a significant factor for the future growth of the Company given the challenges that have been faced due to the power outages experienced at the Linyi factory over recent years that have impacted on production. The additional land available in Inner Mongolia for future expansion will also be of great importance going forward.

 

The Board expects the financial benefit of the two new lines to be fully reflective by FY 2013.

 

The Board

As announced on 31 October 2011, Ray Ang, stepped down as a Non-Executive Director of Sorbic International due other work and travel commitments. However, his experience will still be available as a consultant to Sorbic International. The Board joins me in thanking Ray for his valuable contributions to the Group over the last three years.

 

The Group is seeking to recruit another Non-Executive Director who will bring the appropriate skills and industry experience to the Board.

 

Operational outlook for 2012

With the soft opening ceremony at the new facility held earlier this month, the next phase of development for the Group will be for the potassium sorbate line to become operational in spring 2012 and the sorbic acid line to commence production in summer 2012.

 

In anticipation of the expanded production capacity next year, the Group's sales team has been regularly engaging and updating existing and potential new clients on the development of the new facility in Inner Mongolia at recent trade fairs. The Board will continue to monitor and manage the speed at which the facility operates depending on the availability of capital. With the ongoing global economic uncertainty, the main challenge for FY 2012 will be to improve margin stability and market share in existing markets, while building up relationships with domestic and Asian clients where demand is growing.

 

A fall in commodity prices due to slow world economic growth is expected to help stabilise China's inflation to within 4% for 2012 (source: Marketwatch) and ease inflationary pressure on the Company's raw material prices.

 

The Board would like to thank the management and the employees for their hard work and continued dedication to the Group. On completion of the new facility, Sorbic will be well placed to benefit from further growth in the demand for food additives, both internationally and from an increasingly important domestic market.

 

 

John McLean

Chairman

 

14 December 2011

 

 

Unaudited Consolidated Statement of Comprehensive Income 

 

Notes

Year ended

30 September 2011

Year ended

30 September 2010

£

£

Revenue

3

14,737,545

12,051,877

Cost of sales

(13,229,671)

(9,824,465)

Gross profit

1,507,874

2,227,412

Distribution and selling expenses

(205,353)

(146,898)

Administrative expenses

(1,289,368)

(1,302,958)

Profit from operations

13,153

777,556

Finance income

20,431

26,415

Unrealised foreign exchange gain

326,705

-

Finance costs

(89,439)

(201,534)

Profit before tax, attributable to equity holders of the parent

270,851

602,437

Income tax expense

4

(140,861)

(253,751)

Profit for the year

129,989

348,686

Other comprehensive income

-Exchange differences on translating foreign operation

788,718

464,335

Total comprehensive income, net of tax

918,707

813,021

Profit attributable to equity holders of the parent

129,989

348,686

Total comprehensive income for the year attributable to equity holders of the parent

918,707

813,021

Earnings per share

- Basic (pence)

- Fully diluted (pence)

5

5

0.36

0.28

1.04

0.90

 

 

 

Unaudited Consolidated Statement of Changes in Equity

 

Share capital

 

 

 

Share premium

 

 

 

Capital reserve

 

 

 

Surplus reserve

 

 

 

Retained earnings

 

 

 

Share based payment reserve

 

Foreign currency translation reserve

 

Reverse acquisition reserve

 

 

Convertible loan notes - equity

 

 

Hedging reserve

 

 

 

Total equity

attributable to owners of the parent

 

£

£

£

£

£

£

£

£

£

£

£

At 1 October 2009

2,003,310

 21,079,289

2,519,393

449,114

7,002,312

30,000

1,295,737

(20,911,925)

-

 (451,353)

13,015,877

Convertible loan notes-equity

-

-

-

-

-

-

-

-

52,269

-

52,269

Profit for the period

-

-

-

-

348,686

-

-

-

-

-

348,686

Other comprehensive income

Exchange differences on translation of foreign operations

-

-

88,619

15,798

-

-

359,918

-

-

-

464,335

Total comprehensive income for the period

-

-

88,619

15,798

348,686

-

359,918

-

-

-

813,021

At 30 September 2010

2,003,310

21,079,289

2,608,012

464,912

7,350,998

30,000

1,655,655

(20,911,925)

52,269

(451,353)

13,881,167

Issue of ordinary shares

310,500

724,500

-

-

-

-

-

-

-

-

1,035,000

Share issue cost

-

33,006

33,006

Convertible loan notes - equity

-

-

-

-

-

-

-

-

23,750

-

23,750

Profit for the period

-

-

-

-

129,989

-

-

-

-

-

129,989

Other comprehensive income

Exchange differences on translation of foreign operations

-

-

175,367

31,261

-

-

582,090

-

-

-

788,718

Total comprehensive income for the period

-

-

175,367

31,261

129,989

-

582,090

-

-

-

918,857

At 30 September 2011

2,313,810

21,836,795

2,783,379

496,173

7,480,987

30,000

2,237,745

(20,911,925)

76,019

(451,353)

15,891,630

 

Unaudited Consolidated Statement of Financial Position

As at

30 September

 2011

As at

30 September

 2010

Notes

£

£

Assets

Non-current assets

Property, plant and equipment

11,433,455

8,612,303

Land use rights

3,991,991

3,790,099

15,425,446

12,402,402

Current assets

Inventories

678,680

361,895

Trade receivables

1,409,922

1,331,775

Prepayments, deposits and other receivables

260,521

548,727

Cash and cash equivalents

3,520,838

5,664,954

Amount due from director

6,155,498

5,775,770

12,025,459

13,683,121

Total assets

27,450,905

26,085,523

Liabilities

Current liabilities

Trade payables

289,801

190,077

Advanced payments

150,312

139,527

Accruals and other payables

231,287

674,144

Amount due to directors

8,571,774

7,937,541

Borrowings

-

1,412,520

Current tax liabilities

48,220

100,508

Amount due to related company -Albany Capital

-

341,070

9,291,394

10,795,387

Non-current liability

Convertible loan notes

6

2,267,881

1,408,969

Total liabilities

11,559,275

12,204,356

Equity

Capital and reserves attributable to equity holders of the company

Share capital

7

2,313,810

2,003,310

Share premium

7

21,836,795

21,079,289

Capital reserves

2,783,379

2,608,012

Surplus reserves

496,173

464,912

Retained earnings

7,480,987

7,350,998

Share based payment reserve

30,000

30,000

Reverse acquisition reserve

(20,911,925)

(20,911,925)

Convertible loan notes - equity

76,019

52,269

Foreign currency translation reserve

2,237,745

1,655,655

Hedging reserve

(451,353)

(451,353)

Total equity

15,891,630

13,881,167

 

Total equity and liabilities

 

27,450,905

 

26,085,523

 

Unaudited Consolidated Cash flow statement

For year ended 30 September 2011

 

Year ended

30 September

2011

£

 

Year ended

30 September

2010

£

CASH FLOWS FROM OPERATING ACTIVITIES

Profit for the period before tax

270,851

602,437

Adjustments for:

Amortisation of prepaid land lease payments

50,210

49,697

Depreciation

498,192

472,418

Interest income

(20,431)

(26,415)

Interest expense

396,130

202,973

Loss on disposal of fixed assets

-

21,537

Operating cash flows

1,194,952

1,322,647

Changes in working capital:

Increase in inventories

(292,450)

(25,278)

Increase in trade and other receivables

(1,104)

(348,089)

(Decrease)/ increase in trade and other payables

(631,556)

2,645,472

Cash generated from operations

269,842

3,594,752

Income tax paid

(179,686)

(251,598)

Interest paid

(396,130)

(202,973)

Net cash (used in)/ generated from operating activities

(305,974)

3,140,181

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to prepaid lease payments

-

(1,545,709)

Acquisition of property, plant and equipment

(2,767,533)

(1,055,463)

Interest received

20,431

26,415

Net cash used in investing activities

(2,747,102)

(2,574,757)

CASH FLOWS FROM FINANCING ACTIVITIES

Repayment of loan from financial institution

(1,507,500)

(1,412,520)

Proceeds from issuance of new shares, net of issue costs

1,172,696

-

Payment of deem dividend taxes

-

(1,138,450)

Proceeds from issuance of convertible loan notes

882,661

1,447,699

Net cash from/ (used in) financing activities

547,857

(1,103,271)

NET DECREASE IN CASH AND CASH EQUIVALENTS

(2,505,219)

(537,847)

Exchange gains on cash and cash equivalents

361,103

210,766

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

5,664,954

5,992,035

CASH AND CASH EQUIVALENTS AT END OF PERIOD

3,520,838

5,664,954

Basis of Presentation and Summary of Significant Accounting Policies

 

1. General information and principal activities

 

The Group's principal activities include the production and sale of food preservatives, Sorbic Acid and Potassium Sorbate. The Group's main operations are in the People's Republic of China ("PRC").

 

The Company, Sorbic International Plc, a public limited company, is the Group's ultimate parent company. It is incorporated and domiciled in the United Kingdom. The Company's registered office is 17 Hanover Square, London W12 1HU and its shares are listed on the AIM Market of the London Stock Exchange.

 

2. Basis of preparation

 

The Group's financial statements for the year ended 30 September 2011 will be prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS").

 

Whilst the financial information included in this preliminary announcement has been computed in accordance with IFRS this announcement does not itself contain sufficient information to comply with IFRS. The Company will publish full-consolidated financial statements that comply with IFRS by the end of March 2012.

 

This financial information has been prepared in accordance with applicable IFRS and using accounting policies which are consistent with those applied in the financial statements for the year ended 30 September 2010 other than as set out below.

 

The Group has adopted the following new interpretations, revisions and amendments to IFRS issued by the International Accounting Standards Board, which are relevant to and effective for the Group's financial statement for the financial year beginning 1 October 2010:

 

- IFRS 3 Business Combinations (Revised 2008)

- IAS 27 Consolidated and Separate Financial Statements (Revised 2008)

- Improvements to IFRS 2009 and 2010

 

a. IFRS 3 - Business Combinations (Revised 2008)

 

The revised standard on business combination (IFRS 3) introduced major changes to the accounting requirement for business combinations. It retains the major features of the purchase method of accounting, now referred to as the acquisition method. The most significant changes in IFRS 3 that will have an impact on the Group's acquisition in future are as follows:

 

·; Acquisition-related costs of the combination are recorded as an expense in the income statement. Previously, these costs would have been accounted for as part of the cost of the acquisition

·; Any contingent consideration is measured at fair value at the acquisition date. If the contingent consideration arrangement gives rise to a financial liability, any subsequent changes are generally recognised in profit or loss. Previously, contingent consideration was recognised only once its payment was probable and changes were recognised as an adjustment to goodwill

·; The measurement of assets acquired and liabilities assumed at their acquisition-date fair values is retained. However, IFRS 3R includes certain exceptions and provides specific measurement rules.

 

For the year ended 30 September 2011, the adoption of IFRS 3R has no effect on the Group's financial statements, as there was no acquisition during the year.

 

3. Segmental information

 

The Group has adopted IFRS 8, Operating Segments for the year ended 30 September 2011. IFRS 8 requires that segments represent the level at which financial information is reported to the Board of directors ("The Board") of the Group, being the chief operating decision maker as defined in IFRS 8. The Board consists of the Chairman, the President, the Chief Executive Officer, the Chief Financial Officer and the Non Executive Director. The Board determines the operating segments based on reports reviewed and used by the Board for strategic decision-making and resource allocation.

 

Segment information is presented in respect of the Group's geographical and operating segments.

 

The Group's operating segments are as follows:

(i) Sorbic acid

(ii) Potassium sorbate

(iii) Head office and other adjustments, which incorporates a measure of assets and liabilities not included in the other segments

 

 

Geographical Information - Revenue

Year ended

Year ended

30 September 2011

30 September 2010

PRC

7,389,689

5,505,996

United States

3,561,595

2,858,057

Russia

1,138,373

912,978

Netherlands

1,118,846

1,265,591

Other

1,529,041

1,509,255

Consolidated

14,737,545

12,051,877

 

 

Operating Segments

Sorbic acid

Potassium sorbate

Head office and other adjustments

Consolidated

£

£

£

£

Year ended 30 September 2011

Revenue

7,062,233

7,675,312

-

14,737,545

Gross profit

454,979

1,052,895

-

1,507,874

Profit before taxation

-

-

270,851

270,851

Taxation

-

-

(140,861)

(140,861)

Net profit after tax

-

-

129,989

129,989

Segment assets

401,897

333,481

26,715,527

27,450,905

Segment liabilities

-

-

11,559,275

11,559,275

Finance income

-

-

20,431

20,431

Finance costs

-

-

(89,439)

(89,439)

Depreciation and amortisation

272,429

275,972

-

548,402

Capital expenditure

-

-

2,011,841

2,011,841

Year ended 30 September 2010

Revenue

5,735,928

6,315,949

-

12,051,877

Gross profit

945,765

1,281,647

-

2,227,412

Profit before taxation

-

-

602,437

602,437

Taxation

-

-

(253,751)

(253,751)

Net profit after tax

-

-

348,686

348,686

Segment assets

446,982

359,925

25,278,616

26,085,523

Segment liabilities

-

-

12,258,064

12,258,064

Finance income

-

-

26,415

26,415

Finance costs

-

-

(201,534)

(201,534)

Depreciation and amortisation

243,803

228,615

49,697

522,115

Capital expenditure

-

-

1,207,111

1,207,111

 

4. Income tax expense

 

Year ended

30 September 2011

Year ended

30 September 2010

£

£

Current tax

140,861

253,751

Deferred tax

-

-

140,861

253,751

Profit before tax

270,851

602,437

Tax on profit at standard rate (25%; 2009: 25%)*

67,713

150,609

Tax effect of non-deductible expenditure

154,824

170,451

Tax effect of exempt income

(81,676)

(67,309)

Current tax expense recognised in income statement

140,861

253,751

Effective tax rate

52.0%

42.1%

 

* The Company is subject to a United Kingdom Tax rate of 28% from April 2008. No tax provision is provided at the Company level, as all current profits are foreign derived income.

 

The Company's subsidiary Honour Field International Limited is a BVI registered company and has tax-exempt status.

 

The Company's subsidiary Linyi Van Science and Technique Co., Limited ("LVST") is subject to a PRC Enterprise Income Tax rate of 25% (2010: 25%).

 

The tax charge on profits assessable has been calculated at the rates of tax prevailing in China, in which the Group through its China subsidiaries operate, based on existing legislation, interpretation and practices in respect thereof.

 

LVST has had the benefit of a tax holiday from 2004 in which it is entitled to exempt the Enterprise Income Tax ("ETI") for two years starting from first profit making year following by a 50% tax relief for the next three years. The tax relief ended on the 31 December 2009.

 

Deferred income tax assets are recognised for tax loss carried forward to the extent that the realisation of the related tax benefit through the future taxable profits is probable. The Group did not recognise deferred income tax assets of £450,048 (2010: £267,507) at the year-end in respect of losses amounting to £1,607,314 (2010: £955,382) that can be carried forward against future taxable income since future profits were not considered probable.

 

 

 

5. Earnings per share

 

Basic

2011

2010

Profit attributable to equity holders of the Company (£)

£129,989

£348,686

 

Weighted average number of Ordinary shares in issue (number)

 

36,368,979

 

33,388,500

 

Basic earnings per share (pence)

0.36

1.04

 

Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has two categories of dilutive potential ordinary shares: share options and convertible loan notes. For the convertible loan notes, a calculation is done to determine the number of shares that could have been acquired based on the monetary value of the subscription rights attached to outstanding share options and convertible loan notes. The number of shares calculated as above is adjusted for the number of shares that would have been issued assuming the exercise of the convertible loan notes. The contingently issuable shares included within the share options are anti-dilutive and are not included in the calculation.

2011

2010

Profit attributable to equity holders of the Company (£)

£129,989

£348,686

 

Weighted average number of Ordinary shares in issue (number)

 

36,368,979

 

33,388,500

Adjustments for:

Convertible loan notes (number)

9,376,923

4,881,250

Share options (number)

-

-

45,745,902

38,269,750

Diluted earnings per share (pence)

0.28

0.90

 

 

6. Convertible loan notes

 

The convertible loan notes were issued on 27 August 2010 and 25 February 2011. The notes are convertible into ordinary shares of the Company at any time between the date of issue of the notes and their maturity date of 26 February 2013. The loan notes are convertible at £0.26 per share. The effective interest rate used to calculate the interest charged to the income statement was 12%.

 

If the notes have not been converted, they will be redeemed on their maturity date at par. Interest of 10 % per annum will be paid biannually up until that date.

The net proceeds received from the issue of the convertible loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Group as follows:

30 September 2011

A Loan Notes

B Loan Notes

Total

Gross amount

Transaction costs

Net amount

Gross amount

Transaction costs

Net amount

Net amount

£

£

£

£

£

£

£

Convertible loan notes issued

1,562,000

114,301

1,447,699

876,000

72,199

803,801

2,251,500

Equity component

56,395

4,126

52,269

25,887

2,137

23,750

76,019

Liability component at date of issue

1,505,605

110,175

1,395,430

850,113

70,062

780,051

2,175,481

Transfer of A to B notes

(387,486)

387,486

-

Interest charged

159,623

90,608

250,231

Interest paid

(111,872)

(45,959)

(157,831)

Liability component at 30 September 2011

1,055,695

1,212,186

2,267,881

30 September 2010

A Loan Notes

Gross amount

Transaction costs

Net amount

£

£

£

Convertible loan notes issued

1,562,000

114,301

1,447,699

Equity component

56,395

4,126

52,269

Liability component at date of issue

1,505,605

110,175

1,395,430

Interest charged

13,539

Interest paid

-

Liability component at 30 September 2010

1,408,969

 

The directors estimate the fair value of the liability component of the convertible loan notes at 30 September 2011 to be approximately £2,267,881 (2010: £1,408,969).

 

 

 

7. Share capital

 

As at

30 September 2010

As at

30 September 2009

Authorised

£

£

100,000,000 Ordinary share of £0.06 each

6,000,000

6,000,000

 

The movement on the share capital account was as follows:

 

Issued, called up and fully paid

 

£

At 1 October 2009 and 2010

33,388,500 Ordinary shares of £0.06 each

2,003,310

 

Issue of shares on 2 March 2011

3,575,000 Ordinary shares of £0.06 each

214,500

 

Issue of shares on 11 March 2011

1,600,000 Ordinary shares of £0.06 each

96,000

At 30 September 2011

2,313,810

 

The principal amount of the convertible loan notes issued on 27 August 2010 and 25 February 2011 can be converted into such number of new fully paid ordinary shares of the Company at a conversion price of 26 pence per share at any time up to the final redemption date of 26 February 2013. As at 30 September 2011, 9,376,923 ordinary shares are reserved for issue. No conversion took place during the year.

 

The movement on the share premium account was as follows:

 

Share premium

£

As at 1 October 2009 and 2010

21,079,289

Issue of shares on 2 and 11 March 2011 for a consideration of £0.20 per share

724,500

Share issue costs

33,006

At 30 September 2009 and 2010

21,836,796

 

 

Costs of £79,792 were incurred during the year for the issuance of new shares while £112,798 was reversed out when the Company derecognised the amount due to Hermes Capital during the year.

 

 

8. Non-statutory financial information

 

The financial information set out in this preliminary announcement does not constitute the Group's statutory financial statements as defined in Section 435 of the Companies Act 2006 for the years ended 30 September 2011 and 2010.

 

The financial information for the year ended 30 September 2010 is derived from the statutory financial statements for that year prepared in accordance with IFRS, which have been delivered to the Registrar of Companies. The auditors reported on those financial statements; their report was unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain a statement under Sections 498(2) or (3) Companies Act 2006.

 

The audit of the statutory financial statements for the year ended 30 September 2011 is not yet complete. These financial statements will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the Registrar of Companies following the Company's annual general meeting.

 

The directors do not propose a dividend in respect of the year ended 30 September 2011 (2011: nil).

 

The Board of Directors approved this announcement on 14 December 2011.

 

 

- Ends -

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