Half Yearly Report

RNS Number : 5103Q
Premier Management Holdings PLC
20 October 2011
 

Embargoed: 0700hrs 20 October 2011

 

Premier Management Holdings plc

("Premier" or the "Company")

 

Interim Results for the Six Months Ended 31 July 2011

 

 Highlights

 

·      Loss before tax of £417,177

·      Fundraising of £2.12 million in March

·      Cash and cash equivalents at 31 July of £1,552,783

·      Company views the option to acquire Central Asia Resources Limited as an attractive opportunity and continues work on this potential acquisition

·      As such approximately £520,000 advanced under a loan agreement with Central Asia Resources Limited in support of continued exploration activity on the Cholokkaindy gold and Uzunbulak lithium exploration licences in Kyrgyzstan

·      Appointment of Chief Operating Officer with significant natural resources experience

 

Gerry Desler, Chairman, commented,

 

"Significant progress is being made in developing a corporate structure to drive our strategy of gold exploration in Central Asia forward. The board continues to view the option to acquire Central Asia Resources Limited as a very attractive opportunity, as evidenced by the Company's loan agreement to fund exploration activity on two projects in Kyrgyzstan. We look forward to reporting progress on this at the appropriate time."

 

Enquiries: 

 

Premier Management Holdings Plc
Gerry Desler, Chairman
Tel: +44 (0) 1279 731037

Libertas Capital Corporate Finance Limited -
Nominated Adviser
Thilo Hoffmann / Sandy Jamieson
Tel: +44 (0) 20 7569 9650

Rivington Street Corporate Finance -
Broker
Dru Edmonstone
Tel: +44 (0) 20 7562 3384

M: Communications
Ben Simons / Maria Souvorov
Tel: +44 (0) 20 7920 2340

  

 

Chairman's Statement

 

Introduction

 

The Company has made good progress throughout the first half on its strategy to identify gold exploration and development projects, with a primary focus on Kyrgyzstan. The Company has an option to acquire the entire issued share capital of Central Asia Resources Limited ("CAR"), which in turn has an option to acquire a majority interest in two exploration licences on the Tien Shan belt in Kyrgyzstan. The Company is making significant progress on the CAR acquisition and looks forward to making an announcement in this regard at the appropriate time.

 

The Company is also actively considering other gold acquisition opportunities in Kyrgyzstan. To properly reflect the Company's new strategy, it is intended that the Company will, in due course, propose to change its name to Premier Gold Resources plc.

 

Exploration activities

 

Premier has to date advanced approximately £520,000 of loan capital to CAR to fund exploration activity predominantly on the Cholokkaindy gold exploration licence on the Tien Shan belt inKyrgyzstan and, more recently, the Uzunbulak lithium exploration project in the same region. The Uzunbulak project is being included initially in the transaction as it forms part of the acquisition package and its potential is being assessed. Gold exploration work is progressing well with field work underway since  June, comprising mainly trenching as well as geological mapping and geophysical surveying.  

 

The Tien Shan gold belt is one of the most prolific gold producing areas in the world. As gold accounts for more than 90% of the minerals mined in Kyrgyzstan by value, the country has a well-developed mining industry with infrastructure and skilled labour. It was also the first Central Asian country to implement a parliamentary democracy. The government is committed to attracting inward investment and has an attractive tax regime with various incentives to encourage foreign investment in the mining sector.  The country has excellent exploration potential as much of it is under-explored.

 

Board changes

 

The Company is developing a board with the necessary expetise to implement its natural resources strategy. I was pleased to announce the appointment earlier this month of Richard Nolan as Chief Operating Officer. Richard has over fifteen years of experience in investment banking with a significant emphasis on natural resources. He has an extensive background researching, advising and raising capital for companies operating in the natural resources sector, advising on all aspects of corporate strategy, asset selection and asset development.

 

With Richard Nolan sitting alongside my board colleagues Dr Reza Tabrizi and Christian Schaffalitzky, I am confident that we have a high cablibre board with vast combined experience in corproate finance and mineral exploration, discovery and development, including specifically in the region in which we are investing.

 

Financial results

 

The results for the six months ended 31 July 2011 showed a loss before tax of £417,177 (2010 - £28,583). The Company currently has no turnover. The loss reflects the costs of pursing the Company's investment strategy, including the undertaking of significant due diligence, and general working capital. The Company advanced approximately £520,000of loan capital during the period to Central Asia Resources Limited to fund exploration activity predominantly on the Cholokkaindy gold exploration licence on the Tien Shan belt in Kyrgyzstan and, more recently, the Uzunbulak lithium exploration project in the same region. At 31 July 2011 the Company had cash and cash equivalents of £1,552,783.

 

The Company intends to change its financial year end from 31 January to 31 December. The next annual accounts will therefore be for the eleven months to 31 December 2011.

 

Outlook

 

The Company is making good progress on advancing its acquisition strategy including in respect of its option to acquire Central Asia Resources Limited, which in turn has an option to acquire a majority interest in two highly prospective exploration opportunities on the Tien Shan belt in Kyrgyzstan (Cholokkaindy and Uzunbulak). The Company continues to financially support exploration activity on Cholokkaindy and Uzunbulak projects which are progressing well and we look foward to updating shareholders in due course.

 

Gerry Desler

Chairman

20 October 2011

 

Statement of comprehensive income

 



  Six months ended


  Six months ended


Year ended


Notes

31 July


31 July


31 January



2011


2010


2011



(unaudited)


(unaudited)


(audited)



£


£


£








Revenue







Continuing operations

                  -

                  -

                 

 -

Discontinued activities

                  -

            55,932

            44,642



                  -


            55,932


            44,642








Cost of sales


                  -


(5,453)


(5,453)








Gross profit


                  -


            50,479


            39,189








Administrative expenses


(419,785)


(23,910)


(116,013)

Share based payments


             2,514


             1,978


(3,554,097)








Operating (loss)/profit


(417,271)


            28,547


(3,630,921)








Continuing operations


(417,271)


(17,183)


(3,661,473)

Discontinued activities


                  -


            45,730


            30,552








Debenture loan waiver


                  -


                  -


       1,428,196

Loss on sale of football business


                  -


                  -


(4,146)








(Loss)/profit before interest


(417,271)


            28,547


(2,206,871)








Net finance income


                  94


                  36


             1,172








(Loss)/profit before income taxation


(417,177)


            28,583


(2,205,699)








Income tax expense


                  -


                  -


(411)








(Loss)/profit for the period

and total comprehensive income


(417,177)


            28,583


(2,206,110)








Earnings/(loss) per share

- basic and diluted







Continuing operations


(0.08)p


(0.02)p


(2.05)p

Discontinued activities


                  -


0.04p


0.81p

 



Statement of financial position

As at 31 July 2011

 



31 July


31 July


31 January



2011


2010


2011



(unaudited)


(unaudited)


(audited)



£


£


£

ASSETS














Current assets







Trade and other receivables


          469,641


            88,848


        233,229

Cash and cash equivalents


       1,552,783


             6,288


           8,665

Total assets


       2,022,424


            95,136


        241,894








LIABILITIES







Current liabilities







Trade and other payables


(91,799)


(50,685)


(129,602)

Borrowings

                  -

(140,000)

                 

-










(91,799)


(190,685)


(129,602)








Non-current liabilities







Borrowings

                  -

(1,452,001)

                 

-








Total liabilities


(91,799)


(1,642,686)


(129,602)








Net assets/(liabilities)


       1,930,625


(1,547,550)


        112,292








EQUITY







Called up share capital


       1,470,290


       1,047,180


     1,385,640

Share premium account


       4,803,280


       2,649,906


     2,649,906

Capital redemption reserve


            43,333


            43,333


          43,333

Retained earnings


(4,386,278)


(5,287,969)


(3,966,587)








Total equity


       1,930,625


(1,547,550)


        112,292

 

 


Statement of changes in equity

For the six months ended 31 July 2011

 



Share capital


Share premium


Retained earnings


Capital redemption reserve


 Total



£


£


£


£


£

Unaudited











Balance at 1 February 2011


     1,385,640


     2,649,906


(3,966,587)


           43,333


112,292

Profit for the period


                 

 -


                 

 -


(417,177)


              

    -


(417,177)

Issue of shares


          84,650


     2,153,374


                 

 -


                

  -


      2,238,024

Share based payment


                 

 -


                 

 -


(2,514)


              

    -


(2,514)

Balance at 31 July 2011


     1,470,290


     4,803,280


(4,386,278)


           43,333


1,930,625












Unaudited











Balance at 1 February 2010


     1,047,180


     2,649,906


(5,314,574)


43,333


(1,574,155)

Retained for the period


                 

-


                

  -


28,583


                 

-


28,583

Issue of shares


                 

-


                 

 -


                 

 -


                 

 -


                 

 -

Equity settled share based payment


                 

-


                 

 -


(1,978)


                 

 -


(1,978)

Balance at 31 July 2010


     1,047,180


     2,649,906


(5,287,969)


43,333


(1,547,550)























Audited











Balance at 1 February 2010


     1,047,180


     2,649,906


(5,314,574)


43,333


(1,574,155)

Retained for the period


                 

 -


                 

 -


(2,206,110)


                

  -


(2,206,110)

Issue of shares


        116,282


                 

 -


                 

-


                 

 -


        116,282

Conversion of loan stock into ordinary shares


        151,744


                 

 -


                

  -


                 

 -


        151,744

Conversion of debentures into ordinary shares


          70,434


                 

-


                 

-


                 

 -


          70,434

Equity settled share based payment


                 

-


                 

-


      3,554,097


               

   -


     3,554,097

Balance at 31 January 2011


     1,385,640


     2,649,906


(3,966,587)


           43,333


         112,292

 


Cash flow statement

For the six months ended 31 July 2011

 



  Six months ended


  Six months ended


Year ended



31 July


31 July


31 January



2011


2010


2011



(unaudited)


(unaudited)


(audited)



£


£


£

Operating activities







Operating (loss)/profit


(417,271)


            28,547


(3,630,921)

(Increase)/decrease in trade and other receivables


(236,412)


            37,368


(105,071)

Decrease in creditors within one year


(37,803)


(24,722)


(20,216)

Equity-settled share based payment


(2,514)


(1,978)


     3,554,097

Loss on sale of football business


-


                  -


(4,146)








Cash (outflows)/inflows from operating activities


(694,001)


39,215


(206,257)








Investing activities







Net finance expense


                  94


                  36


(770)








Net cash generated from investing activities


                  94


                  36


(770)








Financing activities







Issue of share capital


       2,238,025


                  -


        116,282

Repayment of other borrowings


                  -


(35,000)


(54,371)

Issue of convertible unsecured loan note


                  -


                  -


        151,744








Net cash generated from/(used in) financing activities


2,238,025


(35,000)


          213,655








Net increase in cash and cash equivalents


       1,544,118


             4,251


             6,628








Cash and cash equivalents at start of period


             8,665


             2,037


             2,037








Cash and cash equivalents at end of period


       1,552,783


             6,288


             8,665

 

Notes to the interim financial statements

 

1.General information

Premier Management Holdings Plc is a company incorporated in the United Kingdom, which is listed on the Alternative Investment Market of the London Stock Exchange Plc. The address of its registered office is Stonebridge House, Chelmsford Road, Hatfield Heath, Essex CM22 7BD

2.Financial information

The interim financial information for the six months ended 31 July 2011 has not been audited or reviewed and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The comparative financial information for the year ended 31 January 2011 has been derived from the audited financial statements for that year. A copy of those statutory financial statements for the year ended 31 January 2011 has been delivered to the Registrar of Companies. The report of the independent auditors on those financial statements was unqualified and did not contain a statement under Sections 498 (2) or (3) of the Companies Act 2006.

The interim financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS and under the historical cost convention. The accounting policies applied in preparing the interim financial information are consistent with those set out in the statutory accounts of the Company for the year ended 31 January 2011.

3.Taxation

On the basis of these accounts there is no tax charge for the period.

 

4.Earnings per share

The earnings and number of shares used in the calculation of earnings per share are as follows:

 



  Six months ended


  Six months ended


Year ended



31 July


31 July


31 January



2011


2010


2011



(unaudited)


(unaudited)


(audited)

Basic and diluted:







(Loss)/profit for the financial period - continuing operations


(417,177)


(17,147)


(3,660,712)

Loss for the financial period - discontinued activities


-


45,730


1,454,602

Weighted average number of shares


501,315,603


104,718,000


178,901,111

(Loss)/earnings per share - continuing operations


(0.08)p


(0.02)p


0.81p

Loss per share - discontinued activities


-


0.04p


(2.05)p

 

There was no dilutive effect in respect of the share options and warrants outstanding during the period.

 

5.Dividends

The directors do not propose to declare a dividend for the period.

 



 

6.Share capital



31 July 2011


31 July 2010



Number


£


Number


£



(unaudited)


(unaudited)


(unaudited)


(unaudited)

Allotted, called up and fully paid









Ordinary shares of 1p each


                 

-


                

  -


    104,718,000


      1,047,180

Ordinary shares of 0.1p each


    527,828,443


          527,828


                

  -


               

  -

Deferred shares of 0.1p each


    942,462,000


          942,462


                 

 -


               

  -





       1,470,290




      1,047,180












31 January 2011







Number


£







(audited)


(audited)





Allotted, called up and fully paid









Ordinary shares of 0.1p each


    443,178,445


          443,178





Deferred shares of 0.1p each


    942,462,000


          942,462









       1,385,640





 

On 21 March 2011, the company placed 70,649,996 ordinary shares of 0.1p at 3p per share to raising £2.12 million, before expenses.

 

On 11 May 2011, the company placed 4,000,002 ordinary shares of 0.1p each at 3p per share, raising £120,000, before expenses.

 

On 20 May 2011, a warrant holder exercised a right to subscribe for 10,000,000 ordinary shares of 0.1p at 1p per share raising £100,000.

 

The deferred shares effectively have no rights or value.

 

7.Copies of interim results

Copies of the interim results can be obtained from the website www.premiermgt.info. From this site you may access our financial reports and presentations, recent press releases and details about the company and its operations.

 


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