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Creon Resources PLC (AMED)

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Friday 22 June, 2012

Creon Resources PLC

Unaudited results for year ended 31 January 2012

RNS Number : 9192F
Creon Resources PLC
22 June 2012
 



For immediate release:  22 June 2012

Creon Resources Plc

("Creon" or "the Company")

Unaudited results for year ended 31 January 2012

Creon Resources Plc (AIM: CRO), the resources related investment company, is pleased to announce its unaudited results of Creon Resources plc for the twelve months ended 31 January 2012.

Separately, the Company has today announced a partially underwritten Open Offer to raise up to £12.1 million through the issue of up to 2,416,429,088 Open Offer Shares at 0.5p per Open Offer Share and the Notice of General Meeting in connection with the Open Offer.

Jeswant Natarajan, CEO of Creon, commented:

"Today's announcement of the Company's intention to undertake the Open Offer and raise further capital of up to approximately £12.1 million (which is subject to shareholder approval) is, in the directors opinion, extremely positive news for Creon given its difficult historic trading performance since its inception, and provides the directors with a number of possibilities in executing its investment strategy in the oil and gas infrastructure sector."

Full copies of the unaudited results, Open Offer circular, Notice of GM and Proxy Form are available at the Company's website www.creonresources.com.

 

For further information please contact:

Creon Resources plc


Jeswant Natarajan

Tel: + 60 12 212 1332

Daniel Stewart & Company plc


Nominated Adviser & Broker


Paul Shackleton/James Felix

Tel: + 44 (0) 20 7776 6550

GTH Communications Limited


Toby Hall/Suzanne Johnson-Walsh

Tel: + 44 (0) 20 3103 3900

 

About Creon Resources plc

The Company's Investment Policy is to invest principally but not exclusively in the resources and/or resources infrastructure sectors, with no specific national or regional focus. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings.

 

Investments made by the Company may be either quoted or unquoted; made by direct acquisition or through farm-ins; may be in companies, partnerships, joint ventures; or direct interests in resources projects. Target investments will generally be involved in projects in the exploration and/or development stage. The Company's equity interest in investments may range from a minority position to 100 per cent. ownership.



 

CREON RESOURCES PLC

UNAUDITED RESULTS FOR THE YEAR ENDED 31 JANUARY 2012

 

Dear Shareholder, I am pleased to present these unaudited results of Creon Resources plc ("Creon" or the "Company") and its subsidiaries ("the Group") for the year ended 31 January 2012.

 

Subscription and Open Offer

 

I am delighted to announce that Creon is seeking to raise up to approximately £12.1 million through an open offer of up to 2,416,429,088 open offer shares at a price of 0.5p which has been partly underwritten by a single subscriber under the terms of a subscription agreement ("Open Offer"). The Open Offer (and the subscription) is conditional on shareholder approval. A circular, setting out the terms of the Open Offer, has today been sent to shareholders, together with a notice convening a general meeting of the Company for 11 July 2012.  Subject to shareholders approving the Open Offer, the directors intend to utilize the net proceeds of the Open Offer both in supporting its operating overheads and in executing its investment policy as approved by shareholders at the Company's general meeting held on 16 December 2011.

 

Review of Creon's operations

During the financial year under review, the Company attempted to maintain a low cost base whilst its directors endeavoured to raise further funds and began considering suitable investment opportunities and alternative sources of revenue for the Company.

 

Pasha Loan

During the first half of the financial year ended 31 January 2012, the directors were made aware that the recovery of its principal short term realizable asset, being the loan of £200,000 that it made to Pasha Investments V B.V. in February 2009 ("the Pasha Loan") which, as at 31 January 2011, had a balance of principal and interest due to Creon of £105,602, was in doubt. The regular repayment of the Pasha Loan had been the principal source of working capital for the Company during 2010 and the first half of 2011, and Creon had received a further repayment of £12,570 in March 2011 in accordance with the terms of the Pasha Loan.  Creon stated in its interim results for the six months ended 31 July 2011, which were announced on 31 October 2011, that the recovery of the balance of the Pasha Loan was doubtful and that it was making full provision against it.

 

Pinnacle Investment

In addition, during the year ended 31 January 2012, the directors have taken an extremely prudent view of the carrying value of the Company's £400,000 investment in 400,000 unquoted preference shares of £1 each in Pinnacle Plus Limited ("Pinnacle") that it made in 2008 ("the Preference Share"). Despite Pinnacle managing to trade profitably during its latest financial year ended 30 April 2011, the directors believe that the full value of this investment, together with interest due, may not, due to conditions affecting Pinnacle, be realizable on its due date in September 2013, and that it is appropriate to make a provision of £380,000 against its recoverable value.

 

As a result of the doubtful recovery of the Pasha Loan, which was the Company's principal source of working capital, Creon consulted with its advisers during the middle of 2011 and, in November 2011, Creon successfully carried out a shareholder approved subscription to raise £278,000 of new monies from new investors ("the 2011 Subscription") through the issue of 278,000,000 new ordinary shares of 0.1p. At the same time as the 2011 Subscription, Creon changed its investment strategy to focus on the resources sector, changed its name from Creon Corporation plc to Creon Resources plc, carried out a share capital reorganization, welcomed Aamir Quraishi to the board as a non-executive director and accepted the resignation of Rob Eijkelhof.

 

Since the completion of the 2011 Subscription, the Company has further welcomed Jeswant Natarajan to the board as Chief Executive Officer in April 2012 with a mandate to lead the Company in its quest to be a significant player in the resources sector. Jeswant has a wealth of public company experience and we are delighted with his appointment.

 

Financial review

 

There was no income generated in the year as the directors continued discussions and negotiations with a number of investment groups in respect of securing additional funding. Administrative expenses of £172,030  (2011: £121,024) were up on the previous year, although this increase is due entirely to the directors taking a prudent approach in providing against non-collectability of £35,987 of VAT potentially due from HMRC and a further contingent liability of £25,103, being the aggregate of VAT previously reclaimed from HMRC since Creon's VAT registration in 2008.

 

As a result of the increase in administration costs, together with the 100% provision made against the recovery of the Pasha Loan and the directors extremely prudent view of the carrying value of the Company's investment in the Preference Share, the Company's retained loss for the year was £645,276 (2011: £79,638) resulting in a loss per share of 0.83 pence (2011: 0.18 pence).

 

The Group ended the year with net assets of £72,861 (2011: £416,137), made up principally of cash of £104,257 (2011: £330), trade and other payables (including the provision for VAT potentially repayable) of £55,230 (2011: £31,058) and the estimated carrying value of the Preference Share of £20,000 (2011: £400,000).

 

Investment policy

 

At the general meeting of the Company held on 16 December 2011 in connection with the 2011 Subscription, the Company's shareholders approved, inter alia, the investment policy set out below. The directors will be seeking approval of, inter alia, the same investment policy as set out below at the annual general meeting of shareholders, notice of which will be sent to shareholders in due course.

 

It is proposed that the Company's Investment Policy will be to invest principally, but not exclusively in the resources and/or resources infrastructure sectors, with no specific national or regional focus. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings.

 

The proposed investments to be made by the Company may be either quoted or unquoted; made by direct acquisition or through farm-ins; may be in companies, partnerships, joint ventures; or direct interests in resources projects. Target investments will generally be involved in projects in the exploration and/or development stage. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent. ownership.

 

The Company will initially focus on projects located in the Middle East and Asia but will also consider investments in other geographical regions.

The Company will identify and assess potential investment targets and where it believes further investigation is required, intends to appoint appropriately qualified advisers to assist.

 

The Company proposes to carry out thorough project review processes in which all material aspects of any potential investment will be subject to appropriate due diligence, as appropriate. It is likely that the Company's financial resources will be invested in either a small number of projects or potentially in just one investment which potentially may or may not be deemed to be a reverse takeover under the AIM Rules, depending on the circumstances.

 

Where this is the case, the Company intends to mitigate risks by undertaking appropriate due diligence processes. Any transaction constituting a reverse takeover under the AIM Rules will be subject to Shareholder approval. The possibility of building a broader portfolio of investment assets has not, however, been excluded.

 

The Company intends to deliver shareholder returns principally through capital growth rather than income distribution via dividends. Given the nature of the Company's Investment Policy, the Company does not intend to make regular periodic disclosures or calculations of net asset value.

 

Director changes

 

Aamir Quraishi joined the board of the Company as a non-executive director on 16 December 2011 and on the same day Robert Eijkelhof resigned from the board. On 4 April 2012, Jeswant Natarajan was appointed as an executive director and Chief Executive Officer of the Company.

 

Current position and outlook

 

Today's announcement of the Company's intention to undertake the Open Offer and raise further capital of up to approximately £12.1 million (which is subject to shareholder approval) is, in the directors opinion, extremely positive news for Creon given its difficult historic trading performance since its inception, and provides the directors with a number of possibilities in executing its investment strategy.

 

Since the appointment of Mr Natarajan in April 2012, Creon has been examining several investment opportunities in line with the Company's Investment Policy. The Company has recently identified a potential joint venture investment and has entered into preliminary discussions. No formal commitment has been made by any party and, consequently, there is no certainty that this investment will take place. Should the Board decide to proceed further with this investment opportunity, which is dependent upon the Company being able to raise sufficient capital, a substantial portion of the funds raised from the Open Offer may be used.   The potential investment involved is in the oil and gas infrastructure sector, associated with offshore installations and equipment.  Should the Company be successful in raising the required capital, it may have to move fast to secure this investment opportunity.   However, should discussions and negotiations fail, the Company will move on to exploring other opportunities available to it.   The Company and the board are not bound to pursue this opportunity, and will only pursue this or any other opportunity, in the interests of all Shareholders.

In the event that the Company successfully concludes negotiations to make the joint venture investment, further announcements will be released in due course.



CREON RESOURCES PLC

 

GROUP STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 January 2012



2012

2011


Note

£

£





Revenue

2

-

              10,000 

Cost of sales


-

                         -



______

_______

Gross profit / loss


-

               10,000





Administrative expenses

3

(172,030)

(121,024)

Exceptional items: Impairment of investments

9

(380,000)

-

                               Impairment of receivables

4

(93,246)

-



________

________

Loss from operations


(645,276)

(111,024)





Finance income

5

-

12,171



_______

________

Loss on ordinary activities before taxation


(645,276)

(98,853)





Taxation

6

-

19,215



_______

________

Retained loss for the year


(645,276)

(79,638)





Basic and diluted loss per share

7

(0.83)p

(0.18)p

 

All of the Group's activities are classed as continuing and there were no recognised gains or losses in either year other than those included above.

 STATEMENTS OF CHANGES IN EQUITY            

Group


Share capital

  Share premium account

                      Retained  earnings

Total equity attributable to equity holders of parent


£

£

£

£

At 1 February 2010

439,904

3,815,888

 

(3,760,017)

495,775

Loss for the year

-

-

(79,638)

(79,638)


______

________

_________

________

At 31 January 2011

439,904

3,815,888

 

(3,839,655)

416,137






Loss for the year

-

-

(645,276)

(645,276)

Issue of share capital

280,000

22,000

-

302,000


______

________

_________

________

At 31 January 2012

719,904

3,837,888

(4,484,931)

72,861


______

________

_________

________

 

Company


Share capital

  Share premium account

                      Retained earnings

Total equity attributable to equity holders of parent


£

£

£

£

At 1 February 2010

439,904

 

3,815,888

(3,765,703)

490,089

 

Loss for the year

-

-

(75,370)

(75,370)


______

________

_________

________

At 31 January 2011

439,904

 

3,815,888

(3,841,073)

414,719

 






Loss for the year

-

-

(643,858)

(643,858)

Issue of share capital

280,000

22,000

-

302,000


______

________

_________

________

At 31 January 2012

719,904

3,837,888

(4,484,931)

72,861

 


______

________

_________

________

 

STATEMENTS OF FINANCIAL POSITION

as at 31 January 2011



                          Group

                         Company

Assets

Note

2012

2011

2012

2011

Non-current assets


£

£

£

£

Investment in subsidiaries

8

-

-

4

Investment in unquoted preference shares

9

20,000

400,000

20,000

400,000



_____

______

______

______



20,000

400,000

20,000

400,004







Current assets






Loan receivables

4

-

80,308

-

80,308

Investments in quoted shares

10

3,677

 

4,247

-

-

Other receivables

11

157

34,950

3,834

37,775

Cash and cash equivalents


104,257

330

104,257

330



______

______

______

______



108,091

119,835

108,091

118,413







Total assets


128,091

519,835

128,091

518,417







Liabilities






Current liabilities






Trade and other payables

12

(55,230)

(31,058)

(55,230)

(31,058)



_______

_______

_______

_______



(55,230)

(31,058)

(55,230)

(31,058)







Non-current liabilities

12

-

(72,640)

-

(72,640)

Trade and other payables


______

_____

______

______



-

(72,640)

-

(72,640)



______

_______

______

_______

Total liabilities


(55,230)

(103,698)

(55,230)

(103,698)



_______

_______

_______

_______

Net assets


72,861

416,137

72,861

414,719







Equity






Called up share capital

13

719,904

439,904

719,904

439,904

Share premium account


3,837,888

3,815,888

3,837,888

3,815,888

Retained earnings


(4,484,931)

(3,839,655)

(4,484,931)

(3,841,073)



______

_______

______

________

Total equity


72,861

416,137

72,861

414,719

 

 STATEMENTS OF CASH FLOWS



Group

Company



2012

2011

2012

2011



£

£

£

£

Loss for the year before tax


(645,276)

(98,853)

(643,858)

(94,585)

Adjustments for:






Finance income


-

(12,171)

-

(12,171)

Impairment of investment


380,570

1,443

380,004

-

Loan receivable provision


67,738

-

67,738

-

Change in receivables


34,793

(12,691)

33,941

(12,691)

Change in  payables


(48,468)

45,662

(48,468)

45,662

Change in loans to subsidiaries


-

-

-

(2,825)



_______

_______

_______

_______

Cash flows from operating activities


(210,643)

(76,610)

(210,643)

(76,610)







Interest received


-

12,171

-

12,171

Taxation refunded


-

19,215

-

19,215



______

______

______

______

Net cash from operating activities


31,386

 

-

31,386

Investing activities






Loans receivable repaid


12,570

29,692

12,570

29,692



______

______

______

______

Net cash used in investing activities


12,570

29,692

12,570

29,682







Financing activities






Issue of share capital


302,000

-

302,000

-



_______

_______

_______

_______

Net cash from financing activities


302,000

          -

302,000

-



_______

_______

_______

_______







Net increase/(decrease) in cash and equivalents


103,927

(15,532)

103,927

(15.532)

Cash and equivalents at beginning of year


330

15,862

330

15,862

Cash and equivalents at end of year


104,257

330

104,257

330

 

NOTES TO THE UNAUDITED RESULTS

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the year and the preceding year unless stated.

 

Basis of accounting

The unaudited results of the Group and the Company have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by European Union.

 

The unaudited results have been prepared on the historical cost basis, except where IFRS requires an alternative treatment. The principal variations from historical cost relate to financial instruments (IAS 39).

 

The Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for accounting periods beginning 1 February 2011.

 

New standards and interpretations currently in issue but not effective for accounting periods commencing on 1 February 2011 are:

 

·      IFRS 9 Financial Instruments (effective 1 January 2015)

·      IFRS 10 Consolidated Financial Statements (effective 1 January 2013)

·      IFRS 11 Joint Arrangements (effective 1 January 2013)

·      IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)

·      IFRS 13 Fair Value Measurement (effective 1 January 2013)

·      IAS 19 Employee Benefits (Revised June 2011) (effective 1 January 2013)

·      IAS 27 (Revised), Separate Financial Statements (effective 1 January 2013)

·      IAS 28 (Revised), Investments in Associates and Joint Ventures (effective 1 January 2013)

·      Deferred Tax: Recovery of Underlying Assets - Amendments to IAS 12 Income Taxes (effective 1 January 2012)

·      Presentation of Items of Other Comprehensive Income - Amendments to IAS 1 (effective 1 July 2012)

 

As of 31 January 2012, the following standards and interpretations are in issue but not yet adopted by the EU:

 

·      IFRS 9 Financial Instruments (effective 1 January 2015)

·      IFRS 10 Consolidated Financial Statements (effective 1 January 2013)

·      IFRS 11 Joint Arrangements (effective 1 January 2013)

·      IFRS 12 Disclosure of Interests in Other Entities (effective 1 January 2013)

·      IFRS 13 Fair Value Measurement (effective 1 January 2013)

·      IAS 19 Employee Benefits (Revised June 2011) (effective 1 January 2013)

·      IAS 27 (Revised), Separate Financial Statements (effective 1 January 2013)

·      IAS 28 (Revised), Investments in Associates and Joint Ventures (effective 1 January 2013)

·      IFRS 7 (amendments), Offsetting Financial assets and Financial Liabilities (effective 1 January 2013)

·      IAS 32 (amendments), Offsetting Financial assets and Financial Liabilities (effective 1 January 2014)

·      Disclosures - Transfers of Financial Assets - Amendments to IFRS 7 (effective 1 July 2011)

·      Deferred Tax: Recovery of Underlying Assets - Amendments to IAS 12 Income Taxes (effective 1 January 2012)

·      Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters - Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards (effective 1 July 2011)

·      Presentation of Items of Other Comprehensive Income - Amendments to IAS 1 (effective 1 July 2012)

 

The directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Group.

 

This consolidated financial information does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The comparatives for the full year ended 31 January 2011 are not the Company's full statutory accounts for that year. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was unqualified and did not contain a statement under sections 498(2) or 498(3) of the Companies Act 2006.

Basis of consolidation

Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its two subsidiary undertakings, Creon Investments Limited ("Investments") and Creon Corporation Limited ("Corporation") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

 

Revenue

Revenue in the year ended 31 January 2011 represented sums recovered from mezzanine loans the Company made to third parties in previous years and which were fully provided for in the year ended 31 January 2009. There was no revenue recorded in the year ended 31 January 2012.

 

Investments in subsidiaries

Investment in subsidiary companies is stated at cost less provision for any impairment in value. Subsequent measurement of all investments is at fair value.

 

Investments in unquoted and quoted shares

Investments in unquoted and quoted shares are initially measured at cost, including transaction costs. Subsequent measurement of all investments is at fair value. The fair values of listed investments are based on bid prices at the financial year end date.

 

Assets held by the Group at the year end include unlisted redeemable preference shares and listed investments.

 

When managing its investments, the Group aims to profit from changes in the fair value of equity investments. Accordingly, all quoted equity investments are designated as "at fair value through the profit and loss" and are subsequently recorded in the statement of financial position at fair value.

 

Loans receivable

Loans receivable are valued at nominal amount less provisions against recoverability. The maximum exposure of the Company in respect of the loan portfolio at the year end is the amount receivable shown in note 4. No hedging transactions have been entered into with respect to the loan portfolio.

 

Impairment

At each financial year end date, the Group reviews the carrying amounts of its property and equipment and intangible assets with finite lives to determine whether there is any indication that those assets have suffered an impairment loss. In any such indication exists, the recoverable amounts of the asset is estimated in order to determine the extent of the impairment loss. Where it is not possible to estimate the recoverable amount of the individual asset, the Group estimates that recoverable amount of the cash-generating unit to which the asset belongs.

Cash

Cash and cash equivalents comprise cash at bank and in hand.

 

Financial liabilities and equity

Financial liabilities and equity are classified according to the substance of the financial instrument's contractual obligations rather than the financial instrument's legal form. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

 

Trade payables

Trade payables are not interest bearing and are stated at their nominal value.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

 

Current and deferred tax

The charge for current tax is based on the results for the year as adjusted for items which are non-assessable or disallowed. It is calculated using rates that have been enacted or substantively enacted by the financial year end date.

 

2. Revenue

Revenue in the year ended 31 January 2011 represented sums recovered from mezzanine loans the Company made to third parties in previous years and which were fully provided for in the year ended 31 January 2009. There was no revenue recorded in the year ended 31 January 2012.

 

3. Administrative expenses

Expenses included in administrative expenses (net) are analysed below

 


2012

2011


£

£

Administration, legal, professional and financial costs

92,038

85,076

Directors' fees

18,332

26,480

Bad debt provision

-

8,025

Impairment of quoted investment

                     570

1,443

Unrecovered VAT

61,090

-


______

______


172,030

121,024


______

______

The auditor's fees in the year ended 31 January 2012 were £10,000 (2011 - £12,500)

 

4. Loan receivables


2012

2011


£

£

Balance brought forward

 

80,308

110,000

Bad debt provision

(67,738)

-

Loans repaid

 

(12,570

(29,692)


______

______

Balance carried forward

 

0

80,308


______

______

 

At the balance sheet date, the directors provided in full for the Pasha Loan receivable brought forward from 31 January 2011 having received only £12,570 repayment during the year. Accordingly, the charge in the year ended 31 January 2012 for the 100% provision against repayment of the Pasha Loan of £93,246 is made up of the principal amount of £67,738 and the interest due brought forward of £25,508 (see note 11).

 

5. Finance income


2012

2011


£

£

Finance income - interest income on commercial loan

-

12,171


_____

_____


-

12,171


_____

_____




6. Taxation


2012

2011


£

£

UK Corporation tax



Refund received in year

-

19,215


______

_______


-

19,215


______

_______




Factors affecting tax charge in the year



Loss on ordinary activities before tax

(645,276)

(98,853)




7. Loss per share

 

The basic and diluted loss per share for the year ended 31 January 2012 was 0. 83p. (2011: 0.18p) The calculation of loss per share is based on the loss of £645,276 for the year ended 31 January 2012 (2011: £79,638) and the weighted average number of shares in issue during the year of 77,613,559 (2011: 43,990,545). No options or warrants were outstanding as of 31 January 2012 and no further shares have been issued since 31 January 2012.

 

8. Investment in subsidiaries


Company


2012

2011

Cost or valuation

£

£

At 1 February

4

4

Additions

2

-

Disposals

(2)

-

Provision against carrying value

(4)

-


_______

_______

At 31 January

-

4


_______

_______

 

Creon's subsidiaries, all of which have been included in these consolidated financial statements, were as follows:

 

Name

Country of incorporation

Proportion of ownership interest at 31 January

 



2012

2011

Creon Investments Ltd

England

100%

100%

Creon Estates Ltd

England

100%

100%

Creon Corporation Ltd

England

100%

-

 

The principal activity of Creon Investments Ltd was that of making non-controlling investments in quoted and unquoted companies. Creon Investments was dissolved on 28 February 2012 and its holding of an investment in a quoted company has been transferred to Creon Resources plc. Creon Estates Ltd was dormant and was dissolved on 21 February 2012. Creon Corporation Ltd (formerly named Creon Resources Ltd) was incorporated on 24 November 2011 and acquired by Company on 16 December 2011. It swapped names with Creon Corporation on 16 December 2011.

 

9. Investment in unquoted preference shares


Group and Company


2012

2011

Cost or valuation

£

£

At 1 February

400,000

400,000

Provision against carrying value

(380,000)

-


_______

_______

At 31 January

20,000

400,000


_______

_______

 

The investment in unquoted preference shares represents 400,000 £1 non-voting redeemable preference share held in Pinnacle Plus Limited ("the Preference Share") and is held at the directors' valuation. The Preference Share accrues interest at a rate of 7.0 per cent. per annum, payable on the date of redemption, with redemption being at Pinnacle's discretion at any time up to September 2013, upon which date the Preference Share will be automatically redeemed. The Company has not recognized any interest income accrued on the Preference Share to date.

 

Whilst the directors continue to believe that some or all of the Preference Share may be redeemed when due, given the circumstances the directors have taken a prudent view of the carrying value of the investment at the balance sheet date and have made a provision of 95% of the face value of the Preference Share. The carrying value of the Preference Share will continue to be monitored closely by the directors.

 

10. Investments in quoted shares


Group


2012

2011

Cost or valuation

£

£

At 1 February

4,247

5,690

Impairment provision

(570)

(1,443)


_____

_____

At 31 January

       3,677

     

4,247


_____

_____

 

11. Other receivables


Group

Company


2012

2011

2012

2011


£

£

£

£

Prepayments and sundry debtors

157

9,442

3,834

9,442

Accrued income and interest

-

25,508

-

28,508


______

______

______

______


157

34,950

3,834

34,950


______

______

______

______

 

The accrued interest in 2011 was provided against in full in the year ended 31 January 2012 (see note 4).

 

12. Trade and other payables

Current liabilities

               Group and Company


2012

2011

0


£

£

Accruals and deferred income

30,127

31,058

VAT

25,103

-


______

______


                   55,230

31,058


______

______




Non-current liabilities



Accruals and deferred income

-

72,640


______

______


-

72,640


______

______

 

13. Share capital


2012

2011


£

£

Allotted, called up and fully paid



322,190,545 ordinary shares of 0.1p each

322,190

-

43,990,545 ordinary shares of 1.0p each

-

439,904

44,190,545 deferred ordinary shares of 0.9p each

397,714

-


----______

______


719,904

439,904

 

On 23 July 2011, the Company issued and allotted 200,000 new ordinary shares of 1.0p for cash at a price of 12p per share to raise proceeds of £24,000 for the Company.

 

At a general meeting of the Company held on 16 December 2011, the Company's shareholders approved resolutions to, inter alia, subdivide each ordinary share of 1.0p each into 1 new ordinary share of 0.1p each and 1 deferred ordinary share of 0.9p each ("Deferred Shares"). As a result, on 19 December 2011, the Company issued and allotted 278,000,000 new ordinary shares of 0.1p for cash to raise proceeds of £278,000 (before expenses) for the Company.

 

The ordinary shares of 0.1p each carry the same rights as those previously attached to the ordinary shares of 1.0p each (save for the reduction in nominal value).

 

The Deferred Shares do not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return on capital on a winding up unless the assets of the Company are in excess of £1,000,000,000,000.  The Company retains the right to purchase the Deferred Shares from any Shareholder for a consideration of one penny in aggregate for all that Shareholder's Deferred Shares.  As such, the Deferred Shares effectively have no value.  Share certificates will not be issued in respect of the Deferred Shares.

 

On 4 April 2012, the Company granted Mr Natarajan warrants to subscribe for 16,000,000 ordinary shares of 0.1p each at a price of 0.75p per share exercisable at any time and valid for a period of 10 years from the date of grant.

 

14. Asset value per share

The net asset value per share at 31 January 2012 was £0.0002 (31 January 2011; £0.01). Net asset value is based on the net assets as at 31 January 2012 of £72,861 (31 January 2011: £416,137) and on the number of ordinary shares in issue at 31 January 2012 being 322,190,545 ordinary shares (31 January 2011: 43,990,545).

 

16. Staff numbers and costs

The average monthly number of employees of the Group, including directors, during the year was 2 (2011: 2). The aggregate remuneration and associated costs were:

 

Directors' emoluments


2012

2011


£

£

Amounts paid to third parties in respect of directors' services including expense

-

11,280

Emoluments paid to directors

18,832

15,200


______

______


18,332

26,480


______

______

 

16. Capital commitments

There were no capital commitments at the year end (2011 - £nil).

17. Related party transactions

There were no related-party transactions during the year

 

18. Analysis of cash and cash equivalents

2012

2011


          £

          £

Cash at bank and in hand

                       104,257

330


______

___


                       104,257

330


______

___

 

 


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