14th Jan 2009 07:30
For immediate release 14 January 2009
LP HILL PLC ("L P HILL" or "the Company")
(FORMERLY NEVILLE PORTER PLC)
ANNUAL REPORT
FOR THE YEAR ENDED 30 JUNE 2008
RESTORATION OF TRADING
Chairman's Statement FOR THE YEAR ENDED 30 JUNE 2008
It has been a year of reorganisation and consolidation.
I have been appointed chairman of the company and Mr LEV Knifton a director, the previous Board have all resigned.
The company entered into a CVA on 26 August 2008 and this is continuing. We will keep shareholders appraised on its progress.
The company's two subsidiaries ceased trading during the year and are to be dissolved. A loss on the impairment of investment and loans to subsidiaries of £1,693,568 was transferred to shareholders' funds.
At an Extraordinary General Meeting held on 26 August 2008, the company's share capital was reorganised and new funds committed to ensure that the company can meet its commitments.
We are actively seeking an acquisition so that shareholder value can be enhanced Shareholder will be kept informed as to progress.
ANNUAL REPORT
These accounts are qualified however they reflect the financial period before the implementation of the CVA.
RESTORATION OF TRADING
On 23 December 2008, trading in the Company's shares were suspended under AIM Rule 19 pending publication of the Report and Accounts. Accordingly, further to the publication and posting to Shareholders of these accounts, trading has been restored.
WEBSITE
The Report and Accounts are available on the company website: www.lphillinvestmentsplc.co.uk
Enquiries:
LP Hill PLC
Nigel Weller Tel: +44 (0) 7769 906 906
Beaumont Cornish Limited
Roland Cornish Tel: +44 (0) 20 7628 3396
EXTRACT FROM THE REPORT OF THE AUDITORS
FOR THE YEAR ENDED 30 JUNE 2008
Basis of Audit opinion
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgments made by the Directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Company's circumstances, consistently applied and adequately disclosed.
We planned our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.
However, we were unable to obtain all of the Company's and subsidiaries' records or any of the supporting documentation, information and explanations, which would enable us to form an opinion on the financial statements. The current directors were unable to obtain the information on the results and state of affairs of the subsidiaries to prepare consolidated financial statements.
Opinion: disclaimer and disagreement on view given by the financial statements
Because of the possible effect of the limitation in evidence available to us and the non preparation of consolidated financial statements, we are unable to form an opinion as to whether the financial statements give a true and fair view of the state of affairs of the Company as at 30 June 2008 or of the loss of the Company for the year then ended nor have been able to determine if the financial statements have been properly prepared in accordance with Companies Act 1985.
We have not obtained all the information and explanations that we considered necessary for the purpose of our audit and were unable to determine whether proper accounting records have been maintained.
The information given in the Report of the Directors is consistent with the financial statements.
The financial statements for the prior period were reported on these on 21 December 2007. The audit report was unqualified.
LP HILL PLC
(FORMERLY NEVILLE PORTER PLC)
INCOME STATEMENT
FOR THE YEAR ENDED 30 JUNE 2008
|
Notes |
2008 |
Period from 27 Oct 06 to 30 Jun 07 |
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|
£ |
£ |
|||
|
Administrative expenses |
(131,983) |
(91,799) |
||
|
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──────── |
|||
|
Operating loss |
10 |
(131,983) |
(91,799) |
|
|
Exceptional Item |
11 |
(1,693,568) |
- |
|
|
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──────── |
|||
|
Loss before taxation |
(1,825,551) |
(91,799) |
||
|
Taxation |
12 |
- |
- |
|
|
──────── |
──────── |
|||
|
Loss for the year |
(1,825,551) |
(91,799) |
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|
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════════ |
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|
Attributable to: |
||||
|
Equity holders of the Company |
(1,825,551) |
(91,799) |
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|
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|
Loss per share attributable to the equity holders of the Company during the year (expressed in pence per share, prior to exceptional item was: |
||||
|
Basic |
13 |
(1.06p) |
(0.061p) |
|
|
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|
All amounts relate to discontinued operations |
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LP HILL PLC
(FORMERLY NEVILLE PORTER PLC)
BALANCE SHEET
AS AT 30 JUNE 2008
|
Notes |
2008 |
2007 |
||
|
£ |
£ |
|||
|
ASSETS |
||||
|
Non-current assets |
||||
|
Investments |
- |
995,000 |
||
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|
Current assets |
||||
|
Investments |
- |
- |
||
|
Trade and other receivables |
6 |
6,067 |
569,191 |
|
|
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|||
|
6,067 |
569,191 |
|||
|
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════════ |
|||
|
LIABILITIES |
||||
|
Current liabilities |
||||
|
Trade and other payables |
8 |
310,532 |
43,105 |
|
|
Financial Liabilities |
9 |
8 |
8 |
|
|
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──────── |
|||
|
Total liabilities |
310,540 |
43,113 |
||
|
──────── |
──────── |
|||
|
Net liabilities |
(304,473) |
1,521,078 |
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|
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════════ |
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|
EQUITY |
||||
|
Capital and reserves attributable to equity holders of the Company |
||||
|
Share capital |
7 |
76,714 |
76,714 |
|
|
Share premium |
7 |
1,536,163 |
1,536,163 |
|
|
Retained loss |
(1,917,350) |
(91,799) |
||
|
──────── |
──────── |
|||
|
(304,473) |
1,521,078 |
|||
|
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════════ |
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LP HILL PLC
(FORMERLY NEVILLE PORTER PLC)
CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 JUNE 2008
|
Notes |
2008 |
Period From 27 Oct 06 to 30 Jun 07 |
||
|
£ |
£ |
|||
|
Cash flows from operating activities before changes in working capital and provisions |
||||
|
Loss before tax |
(1,825,551) |
(91,799) |
||
|
(Increase)/decrease in trade and other receivables |
3 |
(569,191) |
||
|
Decrease in trade and other payables |
8 |
131,980 |
43,105 |
|
|
Impairment of investments |
995,000 |
- |
||
|
Inter company loan write off |
698,568 |
- |
||
|
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|||
|
Cash absorbed by operating activities |
- |
(617,885) |
||
|
──────── |
──────── |
|||
|
──────── |
──────── |
|||
|
Cash flows from investing activities |
- |
- |
||
|
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──────── |
|||
|
Cash flows from financing activities |
||||
|
Net proceeds from issue of equity share capital |
- |
617,877 |
||
|
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──────── |
|||
|
Net cash from financing activities |
- |
617,877 |
||
|
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──────── |
|||
|
Net decrease in cash and cash equivalents |
- |
(8) |
||
|
Cash and cash equivalents at 30 June 2007 |
(8) |
- |
||
|
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|||
|
Cash and cash equivalents at 30 June 2008 |
9 |
(8) |
(8) |
|
|
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LP HILL PLC
(FORMERLY NEVILLE PORTER PLC)
EXTRACTS FROM NOTES FORMING PART OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2008
6. Trade and other receivables
|
2008 |
2007 |
|
|
£ |
£ |
|
|
Amounts due from subsidiaries |
- |
563,121 |
|
Prepayments |
6,067 |
6,070 |
|
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|
|
6,067 |
569,191 |
|
|
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7. Ordinary Shares
|
2008 |
2007 |
|
|
£ |
£ |
|
|
Authorised |
||
|
250,000,000 ordinary shares of 0.0444p each |
111,000 |
111,000 |
|
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|
|
Allotted, called up and fully paid |
||
|
172,779,279 ordinary shares of 0.0444p each |
76,714 |
76,714 |
|
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At an Extraordinary General Meeting held on 28 August 2008. The share capital of the company was reorganised as follows:
The Company's authorised share capital was increased from £111,000 to £1,000,000 by the creation of 2,002,251,538 Ordinary Shares of 0.0444p each.
The Company's share capital was by:
• The sub-division of each of the issued Ordinary Shares of 0.0444p each in the capital of the Company into one ordinary share of 0.0001p and one deferred share of 0.0443p. Accordingly, as a result, for each Ordinary Share of 0.0444p held at present shareholder will now hold one new ordinary shares of 0.0001p and one Deferred Share of 0.0443p but the Deferred Shares will have negligible value.
• The sub-division of each of the unissued Ordinary Shares of 0.0444p each in the capital of the Company into ordinary shares of 0.0001p and
• The consolidation of each of the issued and unissued ordinary shares of 0.0001p each into New Ordinary Shares of 0.1p each.
500,000 shares of 0.1p were issued on 16 September 2008 at 1p per share
8. Trade and other payables
|
2008 |
2007 |
|
|
£ |
£ |
|
|
Trade payables |
304,657 |
12,628 |
|
Accruals |
5,875 |
30,477 |
|
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|
|
310,532 |
43,105 |
|
|
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9. Borrowings
|
2008 |
2007 |
|
|
£ |
£ |
|
|
Bank overdrafts |
8 |
8 |
|
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10. Operating loss
|
2008 |
Period from 27 October 2006 to 30 June 2007 |
|
|
£ |
£ |
|
|
Operating loss is stated after charging: |
||
|
Director's emoluments |
- |
50,376 |
|
Audit Fees |
4,750 |
10,000 |
|
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11. Exceptional Items
Exceptional Items represent impairment on subsidiaries of £995,000 and an intercompany balance of £698,568 that has been written off.
12. Taxation
|
2008 |
Period from 27 October 2006 to 30 June 2007 |
|
|
£ |
£ |
|
|
Current tax expense |
- |
- |
|
Deferred tax expense |
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|
- |
- |
|
|
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──────── |
|
|
Reconciliation of effective tax rates |
£ |
£ |
|
Loss before tax |
(1,825,551) |
(91,799) |
|
Tax using domestic rates of corporation tax of 20% |
(365,110) |
(18,359) |
|
Effect of: |
||
|
Effect of expenses not deductible for tax purposes |
356,460 |
- |
|
Losses carried forward |
8,650 |
18,359 |
|
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|
- |
- |
|
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13. Earnings per share
Basic loss per Ordinary share has been calculated using the weighted average number of shares in issue during the financial year. The weighted average number of equity shares in issue was 172,779,279 (2007 - 140,507,272) and the loss for the financial period was £1,825,551 (2007 - £91,799).
14. Contingencies
The Company has no contingent liabilities in respect of legal claims arising from the ordinary course of business and it is not anticipated that any material liabilities will arise from the contingent liabilities.
15. Capital commitments
There was no capital expenditure contracted for at the balance sheet date but not yet incurred.
16. Post-balance sheet events
The Company entered into a Company Voluntary Arrangement on 26 August 2008. The results of which have not been finalised. At the same time arrangements were being entered to re-finance the company.
17. Controlling party
At the date of the annual report there was no one controlling party.
18. Related party transactions
During the year, the company wrote off £698,568 against amount due from LPH One Ltd (Formerly DN Porter Racing Ltd). At the year end the amount owed by LPH One Ltd was £nil (2007 - £563,121).
Financial information
The financial information set out above does not constitute the Company's statutory accounts for the years ended 30 June 2008 and 30 June 2007, but is derived from those accounts. Statutory accounts for 2007 have been delivered to the Registrar of Companies in England and Wales, and those for 2008 will be delivered shortly.
Related Shares:
EMM.L