Preliminary Results and Notic

RNS Number : 2160Y
St Helen's Capital PLC
28 August 2009
 



St Helen's Capital Plc

("St Helen's Capital" or the "Company")


Unaudited Preliminary Results, Proposed Disposal of Business,

Adoption of Investing Policy and Notice of General Meeting

for the year ended 31 March 2009


St Helen's Capital (AIM: SHCP.L) today announces its unaudited preliminary results for the year ended 31st March 2009.


Chairman's Statement


When I reported St Helen's Capital's interim results in December 2008, I was hopeful that market conditions would improve. Unfortunately, and despite the fact that the main global equities markets in larger companies have since staged a rally, smaller quoted companies have generally remained out of favour with both institutional and private investors.


Against the backdrop of a general global economic downturn, St Helen's Capital has not completed any fund raisings for its publicly quoted clients during the reporting period, which reflects the lack of confidence in the prospects for smaller quoted companies. 


Whilst the Company has had some recent success in securing new client mandates and completing equity fund raisings, all of these have been "off market" or pre-IPO situations, and have generally involved raising small amounts of capital. As a result, little revenue has been generated and the Company has been, and continues to be, loss making on a month by month basis.


St Helen's Capital has a portfolio of existing clients generating regular retainer revenues, although a number of these have either terminated the services of St Helen's Capital, delisted from AIM or PLUS or simply ceased to trade altogether. As a result, the level of annual retainer fees has declined; again, this is partially a symptom of the general market malaise and, in some cases, a reflection of the fact that St Helen's Capital is not an integrated broking house with a NOMAD function. AIM listed companies need the services of a NOMAD at all times, and it is particularly the case that the broking function is a secondary consideration for companies, particularly when institutions are not investing in small cap companies and they are looking to make cost savings


Proposed Disposal of Business


With the above in mind, the Board of St Helen's Capital (the "Board") has been in conversations over recent months with a number of parties concerning the possibility of merging the Company's business with one, or more, similar businesses. Accordingly, the Board announces that, subsequent to the announcement of 21 July 2009, it has signed a sale and purchase agreement (the "SPA") with Whim Gully Capital LLP, the material terms of which are as described in that announcement, save for the cash consideration which has been agreed at £200,000. The SPA is binding subject to shareholder approval being granted at a general meeting (the "General Meeting).


Notice of General Meeting


Further details of the Disposal and the proposed Investing Policy are set out in the General Meeting circular (the "Circular") which the Company has today posted to shareholders and will shortly be available to download from the Company's website www.sthelenscapital.com. The Circular includes the formal notice convening the General Meeting of the Company at 11.00 a.m. on 14 September 2009.


Mark Warde-Norbury

Chairman

28 August 2009

 

**ENDS**

 

Enquiries:


St Helen's Capital Plc                                                  Tel: +44 (0) 20 7628 5582

Mark Warde-Norbury


Strand Partners Limited (Nominated Adviser)                Tel: +44 (0) 20 7409 3494

James Harris / James Spinney




St Helen's Capital Plc







Income Statement







Year ended 31 March



























2009

2008








(£)

(£)



Continuing operations









Revenue





1,065,532

2,718,529



Cost of sales




(76,678)

(262,239)








 

 



Gross profit




988,854

2,456,290












Administrative expenses



(2,305,869)

(2,490,510)








 

 



Operating loss




(1,317,015)

(34,220)












Investment revenues




53,176

96,514



Other gains and losses



(61,434)

79,067



Finance costs




-

(100)

















 

 



Profit/ (loss) before tax




(1,325,273)

141,261












Corporation tax credit/ (charge)



19,283

(19,283)












(Loss)/Profit for the period



(1,305,990)

121,978












(Loss)/Earnings per share
















Basic (pence)





(3.07)

0.30












Diluted (pence)





(3.07)

0.29






























St Helen's Capital Plc







Balance Sheet








As at 31 March







































2009

2008








(£)

(£)



ASSETS









Non current assets








Property, plant and equipment



36,929

77,844








 

 



Current assets








Available for sale investments



116,681

357,709



Trading investments




7,497

67,629



Trade and other receivables



322,279

282,310



Cash and cash equivalents



750,921

1,816,395








 

 








1,197,378

2,524,044



Total assets




1,234,307

2,601,888












LIABILITIES









Current liabilities








Trade and other payables



(133,144)

(219,121)



Corporation tax




-

(19,283)








 

 



Total current liabilities



(133,144)

(238,404)












Net assets





1,101,163

2,363,484





















EQUITY









Capital and reserves attributable to equity shareholders





Share capital




2,137,055

2,132,800



Share premium account



1,177,453

1,171,708



Revaluation reserves




36,772

133,712



Other reserves




603,591

363,316



Retained earnings




(2,853,708)

(1,438,052)








 

 



Total equity





1,101,163

2,363,484












 

 

 

 

 





St Helen's Capital Plc







Statement of Changes in Equity






Year ended 31 March



















Share capital

Share premium

Revaluation reserve

Other reserves

Retained earnings





(£)

(£)

(£)

(£)

(£)

Balance at 31 March 2007


1,366,085

408,432

150,247

105,816

(1,560,030)










Profit for the period



-

-

-

-

121,978

Issue of ordinary share capital


766,715

763,276


-

-

Revaluation during the period


-

-

(16,535)

-

-

Provision for share-based payments

-

-

-

257,500

-





 

 

 

 

 

Balance at 31 March 2008


2,132,800

1,171,708

133,712

363,316

(1,438,052)










Loss for the period



-

-

-

-

(1,305,990)

Issue of ordinary share capital


4,255

5,745

-

-

-

Revaluation during the period


-

-

(96,940)

-

(133,888)

Release of reserve for lapsed options

-

-

-

(24,222)

24,222

Provision for share-based payments

-

-

-

264,497

-





 

 

 

 

 

Balance at 31 March 2009


2,137,055

1,177,453

36,772

603,591

(2,853,708)










Movements on the Revaluation reserve consist of:



2009

2008











Unrealised gains/(losses)




(104,053)

46,435


Release of unrealised gains to Profit and Loss



7,113

(62,970)

















(96,940)

(16,535)










Other reserves consist of:





2009

2008











Reserve for employee share ownership plan ('ESOP')


(50,254)

(50,254)


Reserve for share based payments




653,845

413,570

















603,591

363,316










The Reserve for the ESOP comprises 232,603 shares in the Company held in an ESOP Trust. As at 31 March 2009

and 2008, none of the shares had been unconditionally granted to any of the Company's employees and had an

aggregate market value of £4,652 (2008: £30,820).























St Helen's Capital Plc







Cash Flow Statement







Year ended 31 March











2009

2008








(£)

(£)












Net cash from operating activities






Operating loss




(1,317,015)

(34,220)



Depreciation




52,500

10,000



Profit on disposal of fixed assets



-

-



Share based payments



264,497

257,500








 

 



Operating cash flows before movements in working capital

(1,000,018)

233,280












Movement in working capital







Decrease/(increase) in receivables


(39,966)

(129,697)



Increase/(decrease) in payables



(66,694)

(28,825)



Income taxes paid




(19,283)

-








(125,943)

(158,523)



Operating cash flow




(1,125,961)

74,758












Investment activities








Interest receivable




53,176

96,514



Proceeds from disposal of tangible fixed assets


-

-



Proceeds on disposal of trading investments


5,933

93,274



Proceeds on disposal of available for sale investments

2,964

228,935



Expenditure on tangible fixed assets


(11,585)

(87,844)



Expenditure on trading investments


-

-



Expenditure on available for sale investments


-

(104,362)



Release/ -placing of funds on fixed term deposits


1,500,000

(1,500,000)








 

 



Cash flow from investing activities


1,550,488

(1,273,483)












Financing









Issue of share capital




10,000

1,529,990



Interest payable




0

(100)








 

 



Cash flow from financing activities


10,000

1,529,890












Net increase/(decrease) in cash






and cash equivalents



434,526

331,164












Cash and cash equivalents at start of period

316,395

(14,769)



Cash and cash equivalents at end of period


750,921

316,395








 

 



Increase/(decrease) in cash and cash equivalents

434,526

331,164














1. Significant accounting policies















a. Basis of accounting







The company's financial statements have been prepared in accordance with IFRS and International


Financial Reporting Interpretations Committee ('IFRIC') interpretations adopted by the European Union,


and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS, with


the prior periods being reported on the same basis.














The financial statements have been prepared on the historical cost basis as modified by the valuation of

certain financial instruments, as described below. 














The Company holds one 100% owned subsidiary undertaking, St Helen's Capital Group Limited, a dormant 

company, registered in England and Wales, Registered No. 5814084, with a Share Capital of £1. As the group 

accounts are virtually identical to those of the Company, the Directors have determined not to present separate 

accounts for the Group on the grounds of materiality.














The principal accounting policies are set out below.














b. Financial risk management objectives and policies





The Company's principal financial assets are cash and cash equivalents, trade and other receivables


and investments. The Company's credit risk is primarily attributable to its trade receivables and its market risk 

is primarily attributable to its investments. The amounts presented in the Balance Sheet are net of allowances 

for impairment of receivables.  
















c. Financial instruments







Available for sale investments







Available for sale investments are initially measured at cost, including transaction costs. At each


reporting date these instruments are measured at their fair values and resultant gains and losses,


after adjusting for taxation, are recognised directly in equity via the revaluation reserve, until the 


security is disposed of or is determined to be impaired, at which time the cumulative gain or loss


previously recognised in equity is included in the net profit or loss for the period.












Trading investments








Investments held for trading consist of options held in quoted companies, which are held at fair


value. At each reporting date fair value is re-assessed and resultant gains and losses are included


directly in net profit and loss for the period.















Trade and other receivables







Trade and other debtors are measured at fair value.














Appropriate allowance for estimated irrecoverable amounts is recognised in the Income Statement where

there is objective evidence that the asset is impaired. The allowance recognised is measured as the 


difference between the carrying amount and the present value of estimated future cash flows discounted 

at the effective interest rate computed at initial recognition.














Trade and other payables







Trade and other payables are measured at fair value.














Financial liabilities and equity







Financial liabilities and equity instruments are classified according to the substance of the 


contractual arrangements entered into. An equity instrument is any contract that evidences a residual


interest in the assets of the company after deducting all of the liabilities.













d. Foreign currencies







Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction.


Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are 


reported at the rates of exchange prevailing at that date. Gains and losses arising during the period


on transactions denominated in foreign currencies are treated as normal items of income and 


expenditure in the Income Statement.















e. Operating leases








Rentals payable under operating leases are charged to income on a straight-line basis over the term


of the relevant lease.

















f. Property, plant and equipment






Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment.











Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of 


each asset evenly over its estimated useful life as follows:














Leasehold improvements are depreciated over the term of the lease.




Computer equipment and software is written off in the period of purchase.













At each reporting date the net book value of these assets is compared against their economic value,


and resulting impairments in value are written off in the Income Statement for the period.












g. Cash and cash equivalents







Cash and cash equivalents comprise cash on hand, demand deposits and fixed term deposits of less 


than one year (see note 17).
















h. Taxation








The company has not achieved taxable profits during the period under review, accordingly there is


no tax liability. 

















The company had trading losses available to carry forward at 31st March 2009 of approximately


£2.1m (2008: £1.3m). No deferred tax has been recognised in respect of trading profit as there


was insufficient evidence available as to the timing of any future recovery.













In future years mainstream corporation tax is likely to be payable, which will be based on taxable 


profit for the year. Taxable profit differs from net profits as reported in the Income Statement because


it excludes items of income or expense which are taxable or deductible in other years and it further


excludes items which are never taxable or deductible. The Company's liability for current tax will be


calculated using tax rates which have been enacted or substantively enacted by the Balance Sheet


date.


















Deferred tax is the tax expected to be payable or recoverable on differences between the carrying


amounts of assets and liabilities in the Financial Statements and the corresponding tax bases in the 


computation of taxable profit, and is accounted for using the Balance Sheet Liability Method. Deferred


tax liabilities are generally recognised for all temporary differences and deferred tax assets are


recognised to the extent that it is probable that taxable profits will be available against which


deductible temporary differences can be used. Such assets and liabilities are not recognised if the


temporary difference arises from the initial recognition of goodwill or from the initial recognition


(other than in a business combination) of other assets and liabilities in a transaction that effects


neither the tax profit nor the accounting profit.















The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and reduced to 


the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part


of the asset to be recovered.
















Deferred tax is calculated at the rates that are expected to apply in the period when the liability is


settled or the asset realised. Deferred tax is charged or credited to the Income Statement, except  


when it relates to items charged or credited directly to equity, in which case the deferred tax is also 


dealt with in equity.

















Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current


tax assets against current tax liabilities and when they relate to income taxes levied by the same tax


authority and the Company intends to settle its current tax assets and liabilities on a net basis.











i. Revenue recognition







Revenue is measured at the fair value of the consideration received or receivable and represents 


amounts receivable for services provided in the normal course of business, net of discounts, VAT, and


other sales related taxes.
















Revenue comprises broking commissions, and retainer fees for corporate finance advisory services.


Where the revenue is success-fee based, it is taken to the Income Statement on the successful


completion of the transaction. Retainer fees are taken to the Income Statement pro-rata to the period 


invoiced.


















Interest income is based on the effective rate applicable for the period during which demand


deposits are held.

















j. Employee share ownership plans trust ('ESOP')





The ESOP trust is accounted for in line with IAS 32, 'Financial Instruments - Presentation', re: treasury shares 

whereby shares have been shown at cost in a separate Reserve as a deduction from Shareholders' Funds.










k. Share based payments







The company has made share-based payments to certain directors and employees through the issue


of options. The fair value of these payments is calculated at the date of grant through the use of a 


binomial pricing model. The expense is recognised on a straight-line basis over the vesting period,


based on the Company's estimate of shares that will eventually vest.













l. General information







At the date of authorisation of the financial statements, the following Standards and Interpretations


(relevant to the company's activities) which have not been applied in the financial statements


were in issue but not yet effective.















IFRS 8 - Operating Segments and the revised IAS 1, Presentation of Financial Statements.











It is not anticipated that the adoption of these accounting standards will have a significant effect on the Financial

Standards.


















2. Critical accounting judgement and key sources of estimation uncertainty.












Equity-settled share-based payments






The fair value of share based payments is calculated by reference to a simulation model. Inputs into 


the model are based on Management's best estimates of appropriate volatility, discount rate and 


share price growth.

















Valuation of investments







Trading investments include options over securities which have been received as consideration for 


corporate finance services rendered. These assets have been valued according to the mid price,  


where the share prices of the companies concerned are quoted on a recognised stock exchange, 


less the exercise price of the options.















Bad debt policy








The Company regularly reviews all outstanding balances and provides for amounts it considers 


irrecoverable.

















3. Business and geographical segments






The directors consider that there is only one activity undertaken by the company, that of corporate finance

advisory. All of this activity was undertaken in the United Kingdom.









2009

2008








(£)

(£)












Fees earned from corporate finance 


1,065,532

2,718,529








 

 


























2009

2008



4. Earnings per share



Earnings

Earnings












Based on profit/ (loss) of 



(1,305,990)

121,978












Where losses are incurred, the diluted earnings per share calculation is showing a lower loss per share,

making the options anti-dilutive. Accordingly the diluted earnings per share and basic earnings per share

are the same.













No. shares

No. shares



Weighted average number of Ordinary Shares in issue

42,476,093

41,218,795



for the purpose of basic earnings per share






Effect of dilutive potential Ordinary Shares:






Share options




-

442,687








 

 



Weighted average number of Ordinary Shares in issue

42,476,093

41,661,482



for the purpose of diluted earnings per share


 

 






Availability of Annual Report and Financial Statements

Copies of the Company's full audited Annual Report and Financial Statements are expected to be posted to shareholders shortly and, once posted, will also be made available to download from the Company's website www.sthelenscapital.com


The audited Annual Report and Financial Statements will also be made available for inspection at the Company's registered office during normal business hours on any weekday. St Helen's Capital Plc is registered in England and Wales with registered number 03515836. The registered office is at 15 St Helen's Place, London EC3A 6DE.



This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR MGGZRFRMGLZM
UK 100

Latest directors dealings