FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2010
GUILD ACQUISITIONS PLC
("Guild" or "the Company")
CO-CHAIRMAN'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2010
2010 was eventful and uneventful in equal measure. There were no investments
made or sold, but the group managed to show a small profit of £26,099 (2009:
loss of £66,201). Despite high expenses, this profit was due to a write back of
£105,441 in the shares of Equity Resources plc, which had previously been
written off, less an exchange loss of £6,630. At the year end, the net asset
per share stood at 0.27 pence per share, compared to 0.41 pence at the end of
2009, largely due to the substantial issue of shares at 0.2 pence during the
year.
In my statement last year, I said that we would need more cash in 2010. I would
have liked to undertake a simple funding exercise, but we were not allowed to
issue shares below the par value of one pence per share, so we had to call an
extraordinary general meeting, with all the costs involved, and split each
share into one new ordinary share of 0.1 pence and one deferred C share of 0.9
pence. This allowed me to put £30,000 into the company, by means of issuing 12
million shares of 0.25 pence per share. Subsequently, we issued a further
9,650,000 shares to Mr Bruce Rowan at 0.2 pence per share, injecting £19,300
into the company.
However, it was clear that this only offered a breathing space, as the cost of
running the company and paying extraordinary expenses meant that cash would run
out in April this year. I am glad to say that Bruce Rowan came up with a
proposal to inject a further £150,000 into the company by means of a
subscription for 75 million shares at 0.2 pence per share. He also offered to
act as an investment consultant, a role for which he has an established
reputation. However, this would mean that Bruce Rowan would hold 84,650,000
shares, being approximately 63.1% of the enlarged voting rights of the company.
This was contrary to the City Regulations, which limits individual or concert
party holdings to 30% of a company's voting rights under Rule 9 of the City
Code. So, we had to go to the Takeover Panel to get a waiver to this particular
rule. Accordingly, I wrote up a lengthy proposal to the Takeover Panel,
submitted on July 28th 2010, in order to achieve a waiver, but with endless
exchanges, legal and administrative, it took to December 1st to hold another
extraordinary general meeting to put this to the shareholders. In the event,
both resolutions were passed, firstly, to issue the 75 million shares to Bruce
Rowan and, secondly, to secure a waiver to Rule 9 of the City Code.
We can now look forward, although still with limited funds to investing in the
future.
My thanks are due to our investors for their patience and for continuing to
support us, and also to all those who helped us through this difficult year.
SHAUN DOWLING
Co- Chairman
GUILD ACQUISITIONS PLC
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2010
2010 2009
£ £
TURNOVER - -
Cost of sales (98,811) 21,318
GROSS PROFIT/ 98,811 (21,318)
(LOSS)
Administrative 72,716 44,635
expenses
OPERATING PROFIT 26,095 (65,953)
/(LOSS)
Interest 4 7
receivable and
similar income
PROFIT/(LOSS) ON 26,099 (65,946)
ORDINARY
ACTIVITIES
BEFORE TAXATION
Tax on profit/ - 255
(loss) on
ordinary
activities
PROFIT/(LOSS) 26,099 (66,201)
FOR THE
FINANCIAL YEAR
AFTER TAXATION
Earnings per
share expressed
in pence per
share:
Basic 0.05p -0.21p
Diluted 0.05p -0.19p
ACQUISITION & DISCONTINUED OPERATIONS
None of the group's activities were acquired during the current or previous
period. The company's subsidiary undertaking, Guild Management Limited was
dissolved on 31 August 2010. This company has not commenced trading and had no
income or expenses in the year (2009: no income and administrative costs of £
1,027). The profit and loss for 2010 therefore reflects continuing operations.
TOTAL RECOGNISED GAINS AND LOSSES
The group has no recognised gains or losses other than the profit for the
current year and the loss for the previous year.
GUILD ACQUISITIONS PLC
GROUP BALANCE SHEET
31 DECEMBER 2010
2010 2009
£ £
CURRENT ASSETS
Investments 279,171 180,360
Cash at bank 143,045 18,916
422,216 199,276
CREDITORS
Amounts falling due 13,684 16,143
within one year
NET CURRENT ASSETS 408,532 183,133
TOTAL ASSETS LESS CURRENT LIABILITIES 408,532 183,133
CREDITORS
Amounts falling due 62,000 54,000
after more than one
year
NET ASSETS 346,532 129,133
CAPITAL AND RESERVES
Called up share 416,760 320,110
capital
Share premium 306,882 204,232
Other reserves 8,000 16,000
Profit and loss (385,110) (411,209)
account
SHAREHOLDERS' FUNDS 346,532 129,133
GUILD ACQUISITIONS PLC
PARENT COMPANY BALANCE SHEET
31 DECEMBER 2010
2010 2009
£ £
FIXED ASSETS
Investments - -
CURRENT ASSETS
Investments 279,171 180,360
Cash at bank 143,045 18,103
422,216 198,463
CREDITORS
Amounts falling due 13,684 13,867
within one year
NET CURRENT ASSETS 408,532 184,596
TOTAL ASSETS LESS 408,532 184,596
CURRENT LIABILITIES
CREDITORS
Amounts falling due 62,000 54,000
after more than one
year
NET ASSETS 346,532 130,596
CAPITAL AND RESERVES
Called up share capital 416,760 320,110
Share premium 306,882 204,232
Other reserves 8,000 16,000
Profit and loss account (385,110) (409,746)
SHAREHOLDERS' FUNDS 346,532 130,596
The financial statements were approved by the Board of Directors on 21 April 2011.
DIVIDENDS
No dividends will be distributed for the year ended 31 December 2010.
Status of Financial Information
The financial information has been extracted from the audited accounts for the
year ended 31 December 2010. The auditors' report thereon was unqualified.
The directors of the Company are responsible for, and have approved, the
contents of this announcement.
Contact Details:
Guild Acquisitions Plc
Shaun Dowling or Stephen Corran
Tel: 01624 676716
Beavis Morgan LLP
Simon Hammerton or Richard Thacker
Tel: 020 7417 0417