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Hameldon Resources (MAFL)

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Monday 28 June, 2010

Hameldon Resources

Final Results

RNS Number : 3215O
Hameldon Resources Limited
28 June 2010
 



 

Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Final Results

For the year ended 31 December 2009

 

Chairman's and Chief Executive's Statement

Dear Shareholders,

 

As noted in the interim report issued by the Company on 29 September 2009, the Board was considering ways to address the high costs of maintaining Upstream as a public listed company, relative to Upstream's revenues and profitability.  The Board considered whether a public listed company was the appropriate vehicle for an Asian-based marketing and communications business. Given the focused nature of the Upstream business and the volatility of its earnings, the Board concluded that the Upstream brand, while strong, would do better as part of a larger group.  The Board looked at a range of options before concluding that a sale of the Upstream business to Next 15, the holding company for a group of worldwide public relations businesses, would be in the best interests of shareholders.

 

At the EGM held on 26 October 2009, the shareholders approved the sale of the Upstream business to Next 15. Subsequent to the sale, the Company became classified under the AIM Rules as an investing company and shareholders also approved a change in investment strategy to acquire holdings in natural resources, minerals, metals and oil & gas companies. A change of name for the Company, to Hameldon Resources Limited, was also approved by shareholders to better reflect the new strategic direction for the Company.

 

Subsequent to the sale of the Upstream business, the Board has been active in seeking opportunities in the natural resources arena and has looked at a number of companies in which to invest.  These include companies engaged in oil and gas, gold, copper and zinc production amongst others. In attempting to make the appropriate investment choices the Board has focused on ensuring that it can protect the value of the Company for all shareholders. The Board continues in its attempts to find the most appropriate investments.

 

 

Nikul Sarin, Chief Executive                     Stephen Smith, Chairman

 

 

www.hameldonresources.com


Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2009

 

 

 

Restated

 

 

 

(Note 4)

 

 

2009

2008

 

Notes

US$'000

US$'000

Continuing operations

 

 

 

Turnover

 

-

-

Material cost of sales

 

-

-

Gross profit

 

-

-

Other income

 

-

-

 

 

 

 

Total income

 

-

-

Other operating expenses

 

(331)

(504)

Loss from operations prior to share based payment charge

 

(331)

(504)

 

 

 

 

Share based payment charge

 

(89)

(103)

 

 

 

 

Loss from operations

 

(420)

(607)

 

 

 

 

Finance income

 

-

-

Finance costs

 

-

-

 

 

 

 

Loss before taxation

 

(420)

(607)

 

 

 

 

Taxation expense

3

-

-

 

 

 

 

Loss from continuing operations

 

(420)

(607)

 

 

 

 

Discontinued operations

 

 

 

(Loss)/Profit from discontinued operations

4

(283)

1,040

(Loss)/Profit for the year, attributable to owners of the Company

 

(703)

433

 

 

 

 

Other comprehensive income

 

 

 

Exchange differences on translation of foreign operations

 

364

65

Total comprehensive (expense)/income for the year, attributable to owners of the Company

 

(339)

 

 

 

 

(Loss)/Earnings per share attributable to owners of the Company during the year

5

US cents

US cents

Basic:

 

 

 

Continuing operations

 

(0.31)

(0.44)

Discontinued operations

 

(0.21)

0.76

Total

 

(0.52)

0.32

Diluted:

 

 

 

Continuing operations

 

(0.31)

(0.40)

Discontinued operations

 

(0.21)

0.69

Total

 

(0.52)

0.29


Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Consolidated Statement of Financial Position

At 31 December 2009

 

Note

2009

2008

2007

 

 

US$'000

US$'000

US$'000

ASSETS 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

Property, plant and equipment

 

-

150

180

Intangible assets

 

-

86

198

 

 

-

236

378

 

 

 

 

 

Current assets

 

 

 

 

Trade and other receivables

 

25

1,235

1,092

Cash and cash equivalents

 

737

719

264

 

 

762

1,954

1,356

Total assets

 

762

2,190

1,734

 

 

 

 

 

LIABILITIES

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

Trade and other payables

 

255

1,104

1,404

Deferred income

 

-

118

55

Current tax provision

 

-

162

25

Bank loan

 

-

23

-

 

 

255

1,407

1,484

Non-current liabilities

 

 

 

 

Deferred taxation

 

-

22

38

Bank loan

 

-

4

-

Total liabilities

 

255

1,433

1,522

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

 

Share capital

6

636

636

632

Reserves

 

(129)

121

(420)

Equity attributable to owners of the Company and total equity

 

507

757

212

Total equity and liabilities

 

762

2,190

1,734

 

 

 


Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Consolidated Statement of Changes in Equity

At 31 December 2009

 

Share

capital

 

 

 

Shares to be issued

Share

premium

Capital

 reserve

Foreign

exchange

 reserve

Retained

earnings/(Accum-ulated losses)

Total

equity

 

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

 

 

 

 

 

 

 

 

At 1 January 2008

632

113

4,385

6,547

8

(11,473)

212

Exchange difference

-

-

-

-

65

-

65

Profit for the year

-

-

-

-

-

433

433

Total comprehensive income for the year

-

 

-

-

-

65

433

498

 

 

 

 

 

 

 

 

Share issue

4

(57)

53

-

-

-

-

Cancellation of shares to be issued

-

 

(56)

-

-

-

-

(56)

Share based payments

-

-

-

-

-

103

103

Transactions with owners

4

(113)

53

-

-

103

47

 

 

 

 

 

 

 

 

At 31 December 2008 and 1 January 2009

636

 

-

4,438

6,547

73

(10,937)

757

 

 

 

 

 

 

 

 

Loss for the year

-

-

-

-

-

(703)

(703)

Exchange difference

-

-

-

-

364

-

364

Reclassification adjustment on disposal of foreign operations

-

-

-

22,667

(4,417)

(18,250)

-

Total comprehensive income for the year

-

 

-

-

22,667

(4,053)

(18,953)

(339)

 

 

 

 

 

 

 

 

Share based payments

-

-

-

-

-

89

89

Transactions with owners

-

-

-

-

-

89

89

 

 

 

 

 

 

 

 

At 31 December 2009

636

-

4,438

29,214

(3,980)

(29,801)

507


Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Consolidated Statement of Cash Flows

For the year ended 31 December 2009

 

 

Restated

 

 

(Note 4)

 

2009

2008

 

US$'000

US$'000

Operating activities

 

 

Continuing operations

 

 

Loss before taxation

(420)

(607)

Adjustments for:

 

 

Share based payment charge

89

103

 

 

 

Operating cashflow before working capital changes

(331)

(504)

(Decrease)/Increase in trade and other receivables

(8)

9

Increase in trade and other payables

266

498

 

 

 

 

 

 

Net cash (outflow)/inflow from operating activities from continuing operations

 

(73)

 

3

 

 

 

Discontinued operations

 

 

Net cash (outflow)/inflow from operating activities from discontinued operations

 

(51)

 

69

 

 

 

Net cash (outflow)/inflow from operating activities

(124)

72

 

 

 

 

 

 

Investing activities

 

 

Discontinued operations

 

 

Net cash inflow from investing activities from discontinued operations

 

130

 

311

 

 

 

Net cash inflow from investing activities

130

311

 

 

 

Financing activities

 

 

Discontinued operations

 

 

Net cash (outflow)/inflow from financing activities from discontinued operations

 

(20)

 

6

 

 

 

Net cash (outflow)/inflow from financing activities

(20)

6

 

 

 

 

 

 

Net (decrease)/increase  in cash and cash equivalents

(14)

389

Cash and cash equivalents as at 1 January

719

264

Effect of exchange rate fluctuations

32

66

 

 

 

Cash and cash equivalents as at 31 December

737

719

 

 

 

Analysed into:

 

 

- Continuing operations

737

7

- Discontinued operations

-

712

Total

737

719

 

Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Notes to the preliminary announcement

For the year ended 31 December 2009

1.    General information

 

The Company was incorporated as a Corporation in the Cayman Islands which does not prescribe the adoption of any particular accounting framework. The Board has therefore adopted International Financial Reporting Standards as adopted by the European Union (IFRSs).  The Company's shares are listed on the AIM market of the London Stock Exchange. 

The principal accounting policies of the Group, which are consistent with those applied in the 2008 financial statements except for the adoption of IAS1 Presentation of Financial Statements (Revised 2007), IFRS 2 Share-based payment - Amendment relating to vesting conditions and cancellations and IFRS 8 Operating Segments, are set out in the annual report and financial statements.

During the year, the Group has applied, for the first time, the following new standards, amendment and interpretations, which are effective for the Group's accounting periods beginning on 1 January 2009:

 

IAS 1 (Revised)

Presentation of Financial Statements

This amendment affects the presentation of owner changes in equity and introduces a statement of comprehensive income. The Group has presented items of income and expense and components of other comprehensive income with subtotals. This amendment does not affect the financial position or results of the Group but has given rise to additional disclosures.

IFRS 2

Share-based Payment - Amendment relating to vesting conditions and cancellations

This amendment means that all non-vesting conditions are taken into account in the estimate of the fair value of the equity instrument. This has not resulted in any changes to the Group's accounting policies.

IFRS 8

Operating Segments

The adoption of IFRS 8 Operating Segments has not affected the identified operating segments. IFRS 8 requires segments to be identified based on the internal management reporting information that is regularly reviewed by the chief operating decision maker. In the previous financial statements, segments were identified by reference to the dominant source and nature of the Company's risks and returns.

 

 


Going concern
The Directors have prepared cash flow forecasts through to 30 June 2011 which assume no significant investment activity is undertaken unless sufficient funding is in place to undertake the investment activity.  The expenses of the Group's continuing operations are minimal and the cash flow forecasts demonstrate that the Group is able to meet these liabilities as they fall due.  On this basis, the Directors have a reasonable expectation that the Group has adequate resources to continue operating for the foreseeable future.  For this reason they continue to adopt the going concern basis in preparing the Group financial statements.

 

2.       Segmental information

The Group's only segment is that of marketing and public relations.  The Group's marketing and public relations activities were discontinued during the year.  An analysis of the results of discontinued operations is given in note 4.


3.      Taxation expense - continuing operations


There is no tax credit on the loss for the current or prior year.

A reconciliation of the tax expense to the loss before taxation using the statutory rates for the countries in which the Company and its subsidiaries are domiciled to the tax expense at the effective tax rates, and a reconciliation of the statutory tax rates to the effective tax rates, are as follows :

 

2009

2008

 

US$'000

            %

US$'000

            %

 

 

 

 

 

Loss before taxation

(420)

 

(607)

 

 

 

 

 

 

 

 

 

 

 

Tax at the domestic income tax rates

(69)

(16.5)

(106)

(17.5)

Tax effect of unrecognised tax losses

69

16.5

106

17.5

 

 

 

 

 

Current year tax charge

-

-

-

-

 

 

 

 

 

 

The Group has unrelieved tax losses of US$Nil (2008 :US$373,000).


 

4.      (Loss)/Profit from discontinued operations


On 27 October 2009, the Group disposed of its entire shareholdings in its subsidiary undertakings, for a gross consideration of US$1,100,000, being cash consideration of US$900,000 plus US$200,000 of liabilities which were assumed by the buyer.  As this represents the whole of the Group's marketing and public relations business it is considered to be a discontinued operation.  The results of the discontinued operations are analysed as follows:

 

2009

 2008

 

US$'000

US$'000

 

 

 

(Loss)/Profit from discontinued operations

(443)

1,040

Gain on disposal of subsidiary undertakings

160

-

 

(283)

1,040

 

The results for discontinued operations were as follows:

 

 

2009

 2008

 

 

US$'000

US$'000

 

 

 

 

 

 

 

 

Turnover

 

3,708

9,268

Material cost of sales

 

(370)

(3,110)

 

 

 

 

Gross profit

 

3,338

6,158

Other income

 

218

472

 

 

 

 

Total income

 

3,556

6,630

 

 

 

 

Other operating expenses

 

(3,923)

(5,444)

 

 

 

 

(Loss)/Profit from operations prior to share based payment charge

 

(367)

(367)

 

1,186

 

 

 

 

Share based payment charge

 

-

-

 

 

 

 

(Loss)/Profit from operations

 

(367)

1,186

 

 

 

 

Finance income

 

3

8

Finance costs

 

(7)

(21)

 

 

 

 

(Loss)/Profit before taxation

 

(371)

1,173

 

 

 

 

Taxation expense

 

(72)

(133)

 

 

 

 

 

 

 

 

(Loss)/Profit after taxation

 

(443)

1,040

 

The result for discontinued operations is for the period to 27 October 2009, being the date of disposal.




4.   (Loss)/Profit from discontinued operations (continued)

 

The gain on disposal of subsidiary undertakings can be summarised as follows:

 

Total

 

          US$'000

 

 

Net assets disposed of:

 

Property, plant and equipment

127

Intangible assets

40

Trade and other receivables

1,038

Cash and cash equivalents

624

Trade and other payables

(938)

Current tax provision

(57)

Bank loan

(8)

Deferred taxation

(7)

 

 

 

819

 

 

Gain on disposal (including vendor's liabilities assumed by the buyer)

160

 

 

Consideration

979

 

 

 

 

Satisfied by:

 

Cash

900

Vendor's liabilities assumed by the buyer

200

Transaction costs settled in cash

(121)

 

 

 

979

 

 


 

5.   (Loss)/Earnings per share


(a)        Basic

 

The basic (loss)/earnings per share is calculated by dividing the consolidated (loss)/profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

 

 

 

2009

 2008

 

 

US$'000

US$'000

 

 

 

 

(Loss)/Profit attributable to owners of the Company

 

 

 

  - Continuing operations

 

(420)

(607)

  - Discontinued operations

 

(283)

1,040

 

 

 

 

 

 

(703)

433

 

 

 

 

 

 

2009

 2008

 

 

 

 

Weighted average number of shares for calculating basic loss per share

 

 

137,401,194

 

137,187,094

 

 

 

 

 

 

2009

 2008

 

 

US cents

US cents

 

 

 

 

Basic (loss)/earnings per share

 

 

 

  - Continuing operations

 

(0.31)

(0.44)

  - Discontinued operations

 

(0.21)

0.76

 

 

 

 

 

 

(0.52)

0.32

 

 

(b)        Diluted

 

The diluted loss per share for 2009 is the same as the basic loss per share as the outstanding share options were anti-dilutive. The share options were cancelled on 27 October 2009.

 

The diluted (loss)/earnings per share for 2008 is based on a weighted average number of shares of 150,864,178, calculated as follows:

 

 

 

 2008

 

 

Weighted average number of shares for calculating basic loss per share

137,187,094

Weighted average number of share options

13,677,084

Weighted average number of shares for calculating diluted loss per share

150,864,178


 

6.   Share capital

 

Number of ordinary shares

Value

US$'000

 

 

 

Authorised (par value of 0.25p)

 

 

At 31 December 2007, 31 December 2008 and 31 December 2009

4,000,000,000

18,470

 

 

 

Issued and fully paid (par value of 0.25p each)

At 31 December 2007

Shares issued in year

 

136,544,794

856,400

632

4

At 31 December 2008 and 31 December 2009

137,401,194

636

Share options

                                                                                     

The Group adopted an employee Share Option Scheme in order to incentivise key management and staff.  The fair value of options granted was determined using Black-Scholes valuation models.  Significant inputs into the calculations were as follows:

 

§   41% - 47% volatility based on expected share price (ascertained by reference to historic share prices of both the Company and comparable listed companies)

§   share price of between 7p and 2p per share at date of grant of options

§   exercise price of between 20p and 2p per share

§   a risk free interest rate of 2.78%

§   0% dividend yield

§   estimated options lives of three years.

 

At 31 December 2009, the Group had no options outstanding (2008: 13,677,084) as all options were cancelled on completion of the disposal of the Group's subsidiary undertakings (note 4), resulting in a share based payment charge for the year of US$89,000.

 

7.   Publication of non-statutory accounts

 

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. 

Then consolidated statement of financial position at 31 December 2009 and the consolidated statement of comprehensive income, the consolidated statement of changes in equity,  the consolidated statement of cash flows and the associated notes for the year then ended have been extracted from the Group's financial statements upon which the auditor's opinion is unqualified and does not include any statement under section 498 of the Companies Act 2006. 

The accounts for the year ended 31 December 2009 will be posted to shareholders and laid before the Company at the Annual General Meeting in due course. Copies will also be available from the registered office of the Company and via the Company's website www.hameldonresources.com.   


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