Unaudited Interim Results

RNS Number : 5854Z
Reabold Resources PLC
18 September 2015
 

18 September 2015

REABOLD RESOURCES PLC

 ("the Company")

 

Unaudited Interim Results for six months ended 30 June 2015

 

Reabold Resources plc (AIM: RBD) the AIM quoted resources investment company announces its unaudited interim results for the six months ended 30 June 2015 ("the Period").

 

For further information, contact:

 

Reabold Resources plc

Jeremy Edelman (Executive Chairman)

Anthony Samaha (Executive Director)

 

 

+44 (0) 20 7460 2353

 

 

Beaumont Cornish Limited

Roland Cornish

+44 (0) 20 7628 3396

Felicity Geidt

 

 

CHAIRMAN'S STATEMENT

 

The Board has continued to be active in the identification and evaluation of investment opportunities in various sectors towards the objective of an acquisition that drives creation of value for stakeholders. 

 

Placement

 

The Board was pleased to announce on 18 September 2015 the placement by the Company of 40,000,000 new Ordinary Shares of 0.1p each in the Company at a price of 0.5p per share, to raise £200,000 for working capital purposes. 

 

Mogul Ventures Corp. Investment

 

The Company is pleased with the positive progress in its investment in Mogul Ventures Corp. (Mogul), a private company focused on natural resources in Mongolia, principally in tin.   On 20 February 2015, Mogul entered into an amended and restated arrangement agreement ("the Arrangement Agreement") with Knowlton Capital Inc. ("Knowlton"), a TSX listed company, for the acquisition by Knowlton of all of the issued and outstanding shares of Mogul.  The Arrangement Agreement supersedes a letter of intent dated 23 May 2014 and a definitive agreement dated 22 August 2014.   The Arrangement Agreement constitutes a reverse takeover of Knowlton, the completion of which is subject to a number of conditions, including approval by TSX, Knowlton's shareholders and Mogul's shareholders.  Presently, there are positive signs for tin projects and we look forward to Mogul's future in the public markets.

 

Financial Review

 

The loss of the Company for the 6 months ended 30 June 2015 was £34,000 (2014: loss of £76,000) in line with expectations. The net assets as at 30 June 2015 were £294,000 (2014: £370,000). 

 

As at 30 June 2015, the Company had cash of £157,000.  Post the reporting period, the Company raised an additional £200,000 in working capital following the completion of the Placement on 18 September 2015 outlined above.

 

 

Outlook

 

Having successfully raised further capital, the Board is moving forward positively to drive shareholder value through the investment strategy.  Whilst the Board believes there are positive cyclical investment opportunities in resources stocks, they may be subject to significant volatility in financial markets and commodity prices, as well as other potential risk areas, including operational, geological, environmental, sovereign issues and access to capital.  The Board will evaluate investment opportunities in other sectors as they arise.  The Board is positive towards the outlook for quality investment opportunities.

 

The Board looks forward to reporting further in due course.

 

This report was approved by the Board and signed on its behalf:

 

 

Jeremy Edelman

Chairman

 

18 September 2015

 



 

 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2015

 



Unaudited

Unaudited

Audited


 6 months to

 6 months to

12 months to


30-Jun-15

30-Jun-14

31-Dec-14

Notes

£'000

£'000

£'000











Net capital loss on financial assets at fair value through profit or loss

3

-

(4)

(11)

Investment income


-

-

6






Net investment losses


-

(4)

(5)






Other operating income


-

5

5

Administration expenses


(34)

(77)

(117)






Operating loss



(34)

(76)

(117)








Finance income



-

-

2

Finance costs



-

-

(3)








Loss on ordinary activities before taxation


(34)

(76)

(118)






Taxation on loss on ordinary activities


-

-

-






Loss for the financial period


(34)

(76)

(118)








Other comprehensive income


-

-

-






Total comprehensive income for the period

(34)

(76)

(118)








Attributable to:






Equity holders



(76)

(118)




(76)

(118)








Earnings per share





Basic and diluted loss per share (pence)

2

(0.01)

(0.04)

(0.1)








 

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2015

 



Unaudited

Unaudited

Audited



30-Jun-14

30-Jun-14

31-Dec-14


Notes

£'000

£'000

£'000

ASSETS





Non-current assets





Investments

4

200

200

200



200

200


Current assets





Cash


157

77

196

Trade and other receivables


3

11

2

Investments

3

-

606

-



160

694

198






Total assets


360

894

398






EQUITY





Capital and reserves





Share capital

5

355

355

355

Share premium account


8,131

8,131

8,131

Capital redemption reserve


200

200

200

Retained earnings


(8,392)

(8,316)

(8,358)

Total equity


294

370

(328)






LIABILITIES





Current liabilities





Trade and other payables


66

108

70

Borrowings   

6

-

416

-



66

524

70






Total liabilities


66

524

70

Total equity and liabilities


360

894

398



 

CASH FLOW STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2015

 




Unaudited


Audited




6 months to


12 months to




30-Jun-14


31-Dec-14


Note

£'000


£'000


£'000

Cash flows from operating activities






Loss before taxation


(34)


(76)


(118)








Adjustments for:







Realised loss on investments


-


-


11

Unrealised loss on investments

3

-


4


-

Interest charge


-


-


3

Finance income


-


-


(2)








Operating cash flows before movement in working capital


(34)


(72)


(106)








Decrease/(increase) in receivables


(1)


(6)


3

Increase/(decrease) in payables


(4)


58


20








Cash used in operations


(39)


(20)


(83)








Interest paid


-


-


(3)








Net cash used in operating activities


(39)


(20)


(86)








Cash flows from investing activities







Interest received


-


-


2

Purchase of listed securities

3

-


(610)


(610)

Purchase of unlisted securities

4

-


(50)


(50)

Proceeds from divestment of listed securities


-


-


599








Net cash flows from investment activities


-


(660)


(59)








Cash flows from financing activities







Increase in borrowings - equity margin facility



416


416

Repayment of borrowings - equity margin facility



-


(416)

Share placement received



325


325








Net cash generated from financing activities


-


741


325








Net increase/(decrease) in cash and cash equivalents



61


180







Cash and cash equivalents at the beginning of the period


196


16


16








Cash and cash equivalents at the end of the period


157


77


196

 

Cash and cash equivalents comprises the following:







 

Cash and cash equivalents


   157


77


196



                157


77


196

 



 

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2015


Share

Capital

Share Premium

Capital Redemption Reserve

Retained Earnings

Total


£'000

£'000

£'000

£'000

£'000







Balance 31 December 2013 - audited

285

7,726

200

(8,240)

(29)

Total comprehensive income for period

-

-

-

(76)

(76)

Changes in equity for period to 30 June 2014






Issue of share capital

70

405

-

-

475







Balance 30 June 2014 - unaudited

355

8,131

200

(8,316)

370







Total comprehensive income

-

-

-

(42)

(42)

Changes in equity for period to 31 December 2014






Issue of share capital

-

-

-

-

-







Balance 31 December 2014 - audited

355

8,131

200

(8,358)

328







Total comprehensive income

-

-

-

(34)

(34)

Changes in equity for period to 30 June 2015






Issue of share capital

-

-

-

-

-







Balance 30 June 2015 - unaudited

355

8,131

200

(8,392)

294


NOTES TO THE INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2014

 

1.     Basis of preparation

 

These interim financial statements have been prepared using policies based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2014 Annual Report. The financial information for the half years ended 30 June 2015 and 30 June 2014 does not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006 and is unaudited.

 

The annual financial statements of Reabold Resources Plc are prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the year ended 31 December 2014 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for 2014 have been filed with the Registrar of Companies. The Independent Auditors' Report on that Annual Report and Financial Statement for 2014 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

 

After making enquiries, the directors have a reasonable expectation that the Company have adequate resources and support from key shareholders to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly financial statements.

 

The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the Company's latest annual audited financial statements, with additional information in respect of significant accounting policies disclosed below.

 

The IASB has issued a number of IFRS and IFRIC amendments or interpretations since the last annual report was published. It is not expected that any of these will have a material impact on the Company.

 

Investments at fair value through profit or loss

 

Classification

The Company classifies its investments as financial assets at fair value through profit or loss ("financial assets"). The financial assets are designated by the Company at fair value through profit or loss at inception.

 

Recognition

Purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investments.

 

Measurement

Financial assets at fair value are initially recognised at cost, being the fair value of consideration given. Subsequent to initial recognition, all financial assets at fair value through profit or loss are measured at fair value. Gains and losses arising from changes in the fair value of the 'financial assets at fair value' category are presented in the Statement of Comprehensive Income in the period in which they arise.

 

Fair value estimation

Marketable (Listed) Securities - Where an active market exists for the security, the value is stated at the bid price on the last trading day in the period. Marketability discounts are not applied unless there is some contractual, governmental or other legally enforceable restriction preventing realisation at the reporting date.

 

Unlisted Investments - Where the Company has investments in equity instruments that do not have a quoted price in an active market and whose fair value cannot be reliably measured these are carried at historic cost.

 

Fair value hierarchy

IFRS 13 requires disclosure of fair value measurements by level of the following fair value hierarchy:

Level 1 - inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can readily observe;

Level 2 - inputs are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly; and

Level 3 - inputs that are not based on observable market data (unobservable inputs).

 

 

2.         Loss per share

 

 

The calculations of the basic and diluted earnings per share are based on data the following:

Unaudited

6 months to

30-Jun-14

£'000

Unaudited

6 months to 30-Jun-14

£'000

Audited

12 months to 31-Dec-14

£'000

 

Loss for the year

 

(34)

 

(76)

 

(118)





Loss for the purpose of basic earnings per share

(34)

(76)

(118)





Number of shares




Weighted average number of ordinary shares in issue during the year

240,915,896

172,688,585

207,177,116

Effect of dilutive options

-

-

-

Effect of dilutive long-term incentive plan

-

-

-

Effect of dilutive deferred consideration

-

-

-

Effect of shares held in treasury

-

-

-





Diluted weighted average number of ordinary shares in issue during the year

240,915,896

172,688,585

207,177,116





(Loss)/profit/earnings per share




Basic (loss)/profit/earnings per share (pence)

(0.01)

(0.04)

(0.1)





 

3.        Investments at fair value through profit & loss

 

For the period ended 30 June 2015 - Unaudited


Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Opening cost

-

-

-

-

Additions at cost - cash

-

-

-

-

Additions at cost - in specie

-

-

-

-

Closing portfolio cost

-

-

-

-

Net unrealised (loss)/gain on investments

-

-


-

Closing valuation

-

-

-

-






Net unrealised (loss)/gain on investments

-

-

-

-

Net capital (loss)/gain on fair value of financial assets designated at fair value through profit or loss

 

-

 

-

 

-

 

-

Investment income

-

-

-

-

Total (losses)/gains on Financial Assets at fair value through profit or loss

 

-

 

-

 

-

 

-

 



 

For the period ended 31 June 2014 - unaudited


Level 1

£'000

Level 2

£'000

Level 3

£'000

Total

£'000

Opening cost

-

-

-

-

Additions at cost - cash

610

-

-

610

Additions at cost - in specie

-

-

-

-

Closing portfolio cost

610

-

-

610

Net unrealised (loss)/gain on investments

(4)

-


(4)

Closing valuation

606

-

-

606






Net unrealised (loss)/gain on investments

(4)

-

-

(4)

Net capital (loss)/gain on fair value of financial assets designated at fair value through profit or loss

 

(4)

 

-

 

-

 

(4)

Investment income

-

-

-

-

Total (losses)/gains on Financial Assets at fair value through profit or loss

 

(4)

 

-

 

-

 

(4)

 

 

4.    Investments held at cost



Unaudited

Unaudited

Audited



30-Jun-15

£'000

30-Jun-14

£'000

31-Dec-14

£'000

Opening cost


200

-

-

Additions at cost - cash


-

50

50

Additions at cost - in specie


-

150

150

Closing cost


200

200

200

 

 

5.    Called up share capital


30-Jun-15

No. shares

30-Jun-14

No. shares

31-Dec-14

No. shares

Ordinary shares




Opening ordinary shares of 0.10 pence each

170,915,896

170,915,896

170,915,896

Issue of new ordinary shares of 0.10 pence each

70,000,000

70,000,000

70,000,000

Closing ordinary shares of 0.10 pence each

240,915,896

240,915,896

240,915,896





"A" Deferred Share




Opening "A" Deferred Share of 1.65 pence each

6,915,896

6,915,896

            6,915,896

Capital reorganisation and consolidation

-

-

-

Closing "A" Deferred Share of 1.65 pence each

6,915,896

6,915,896

6,915,896






30-Jun-15

£'000

30-Jun-14

£'000

31-Dec-14

£'000

Ordinary shares




Opening ordinary shares of 0.10 pence each

171

171

171

Issue of new ordinary shares of 0.10 pence each

70

70

70

Closing ordinary shares of 0.10 pence each

241

241

241





"A" Deferred Share




Opening "A" Deferred Share of 1.65 pence each

114

114

114

Capital reorganisation and consolidation

-

-

-

Closing "A" Deferred Share of 1.65 pence each

114

114

114

 

At 30 June 2015 no share options were outstanding (2014: nil).

 

On 23 June 2014, the Company issued 65,000,000 new ordinary shares of 0.1p each at a price of 0.5p per share raising £325,000 in funds to make investments in accordance with the Company's investing policy and for working capital purposes.

 

On 23 June 2014, the Company issued 5,000,000 new ordinary shares of 0.1p each at a deemed price of 3p per share to Mogul, as part of the consideration for the acquisition of 1,480,000 shares in Mogul.

 

 

6.    Borrowings

 

In June 2014 the Company entered into a stock margin service financing facility with Barclays Bank Plc to provide a facility with an initial drawdown of circa £400,000 to support the Company's listed investment programme. The initial term of the facility was 12 months, with interest payable quarterly at the TM (TomNext) rate applicable to low-volatility currency plus 1.35 per cent.  The facility was repayable in whole or part without penalty prior to the expiry of the term.  The facility was repaid following the divesture of the Company's investments in listed securities in the third quarter of 2014.

 

 

7.    Events after the reporting period

 

On 18 September 2015 the Company announced the placement of 40,000,000 new Ordinary Shares of 0.1p each in the Company at a price of 0.5p per share, to raise £200,000 for working capital purposes. 

 

 

8.    General Information

 

Reabold Resources Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 200 Strand, London WC2R 1DJ. The principal activity of the Company is that of an investing company in accordance with the AIM Rules for Companies.

 

 

9.    Availability of this announcement

 

Copies of this announcement are available from the Company's website www.reabold.com.

 


This information is provided by RNS
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