Information  X 
Enter a valid email address

Onzima Ventures PLC (ONZ)

  Print   

Thursday 30 June, 2016

Onzima Ventures PLC

Final Results

RNS Number : 8610C
Onzima Ventures PLC
30 June 2016
 

Onzima Ventures PLC

("Onzima" or the "Company")

Final Results

 

Onzima today announces its audited final results for the year ended 31 December 2015.

The audited Report and Accounts for the year ended 31 December 2015 has been sent to shareholders and will also shortly be available on the Company's website: www.onzimaventures.com.

 

For further information please contact:           

Onzima Ventures PLC                                              Tel:  +44 (0) 1732 366561

Gavin Burnell, Luke Cairns

 

Nominated Adviser

Cairn Financial Advisers LLP                                            Tel:  +44 (0) 20 7148 7900       

Sandy Jamieson, Liam Murray

 

Broker

Peterhouse Corporate Finance Limited                            Tel:  +44 (0) 20 7469 0930   

Guy Miller, Lucy Williams

 

The Directors present their Strategic Report on the Company for the year ended 31 December 2015.

REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS

Following the disposal of the historical subsidiaries in October 2015, the Company commenced seeking to implement its investing policy.

INVESTMENTS

On 7 December 2015, Onzima made its first investment acquiring 50,000,000 new ordinary shares in Glenwick plc at a price of 0.1 pence per share, for consideration of £50,000, amounting to 20% of their fundraise.

As a result of the subscription Onzima held 3.63% of Glenwick's issued share capital as enlarged by the placing.

Glenwick is an investing company seeking to acquire companies within the natural resources sector. Initially the geographical focus will be Australasia and North America but it may also consider other regions to the extent that its Board considers that valuable opportunities exist and positive returns can be achieved.

Subsequent to the year-end Onzima disposed of the position receiving the sum of £75,500 net of all costs representing a 50% return on its investment in less than one month.

Subsequent to the year-end Onzima has also made numerous other investments primarily in the natural resources sector.

Some of those positions have been reduced or disposed of and in a number of cases the Company retains a warrant position.

In addition, subsequent to the year end, Onzima has acquired a 49% equity stake in, and provided a £209,000 loan facility to, N4 Pharma Limited an exciting early stage company in the pharmaceutical drug reformulation space.

The Company plans to continue implementing its investing policy and has a number of new opportunities under review.

CHIEF EXECUTIVE OFFICER'S STATEMENT

                                                                              

The year ended 31 December 2015 was transformational for the Company whereby the historical subsidiaries were disposed of and the Company became an Investing Company.

 

Simultaneous with the disposals and a fundraising of £750,000 before expenses, Luke Cairns and I joined the Board as Directors to seek to implement the investing policy of the Company adopted on 14 October 2015.

 

We sought to immediately be active but selective in our investments and prior to the year-end we invested £50,000 in to Glenwick plc which we sold one month later at a 50% profit.

 

During the first half of 2016 we have continued to build the investment portfolio in line with our investing policy, most notably with the acquisition of 49% of N4 Pharma Limited, a very exciting pharmaceutical drug reformulation company.

 

In addition, we have made numerous investments in the natural resources sector including Alecto Minerals plc, Bushveld Minerals Limited, Ferrum Crescent Limited, Hummingbird Resources plc, Jubilee Platinum plc, MX Oil plc, Prospex Oil & Gas plc and Regency Mines plc.

 

In a number of cases we have reduced or disposed of our holdings and retained warrant positions.

 

We have now established an asset trading division and a business development division in order to separate our various positions.

 

FINANCIAL

 

During 2015, the Company made a loss from continuing operations of £151,000 (2014: profit of £88,000).

 

The Company's assets at 31 December 2015 comprised primarily of an investment of £50,000 in Glenwick plc and cash balances amounting to £587,000 (2014: £347,000).

 

REVIEW OF THE YEAR

 

In October 2015, Onzima disposed of its subsidiaries and raised gross proceeds of £750,000 before expenses via a placing of new ordinary shares at a price of 0.7 pence per share simultaneously becoming an investing company under the AIM Rules.

 

Onzima has since commenced implementation of its investing policy and the Board is pleased with progress made. The Company's share price has increased from 0.7p to 1.7p at the time of writing.

 

OUTLOOK AND STRATEGY

 

Since the re-financing and disposal of the subsidiaries the Company has made good progress with establishing its portfolio of interesting and attractive investments. The Company also seeks to maintain a reasonable cash balance for the purpose of making new investments.

 

Since Onzima was restructured in October 2015, the main focus has been on investing in opportunities within the natural resources sector that provide scope to make significant gains in financing their development.

 

Though the sector remains difficult the strategy has to date been successful and has yielded some reasonable returns details of which shall be set out in the Company's 6 months results for the period ending 30 June 2016.

 

In order to diversify the portfolio we have also taken a significant stake in N4 Pharma Limited, an early stage but very exciting company within the pharmaceutical space. The market has reacted well to this position and we plan in due course to increase our exposure to this sector.

 

We believe that we are well placed to make some new and exciting investments and are already in discussions with a view to adding to the portfolio.

 

Key Developments and Outlook

 

Following difficult trading circumstances during 2014 and 2015 in which the Company made operating losses, the Company's previous management took action during 2015 to halt the losses through a series of actions, however these alone were not sufficient. Additionally, the cost of maintaining the Company's AIM listing outweighed the benefits. As a result the Board in place at the time came to the conclusion that the funds expended in maintaining the AIM listing would be more effectively utilised in the pursuit of growing the bottom line of the business. The Board negotiated a proposal, which was approved at an Extraordinary General Meeting of the Company on 14 October 2015, to dispose of the issued share capital of Cognito (the IT Services division) and UTN Solutions (the Green technology division).

 

Following the disposal of the businesses, the company is now classified as an investing company under Rule 15 of the AIM Rules. It adopted an Investing Policy which is available to view in more detail on the Company's website, http://www.onzimaventures.com/.

 

In line with the Investing Policy, the Board have been very active and sought suitable investments, these have included the acquisition in 2015 and subsequent disposal in early 2016 of equity in Glenwick plc in 2015, which resulted in a 50% return on the original investment of £50,000.

 

Also subsequent to the year end a further investment the Board has made is N4 Pharma Limited. Onzima acquired a 49% stake in N4 Pharma for £41,000 cash together with the issue of 24,272,807 new ordinary shares in Onzima alongside the provision of a loan facility to N4 Pharma of £209,000. N4 Pharma is a private company that develops new versions of existing widely used drugs to provide an improved patient experience by reformulating them using their patent protected technology platforms Cocrys® and Nuvac®. They continue to make positive progress through research and developing technology that will, following further research, form the basis for discussions with potentialpartners.

 

Post that investment the Company has made investments in numerous natural resource companies including Alecto Minerals PLC, Bushveld Minerals Ltd, MX Oil plc, Ferrum Crescent Ltd, Hummingbird Resources plc and Prospex Oil & Gas plc. In some cases the company has reduced or disposed of its equity holding and retained a warrant position. This leaves the company well positioned with circa £400,000 of cash at bank for further new investments, supporting existing investments and for general working capital.

 

It is the Board's intention to continue to seek suitable investments that are in line with investment policy.

 

 

 

The Board intends to review key performance indicators as the business progresses, at this stage of the Company's life cycle, it is not yet able to measure key performance indicators in any meaningful way. The Board intend to publish key performance indicators in future years.

 

In the meantime, the Board confirm that the historical decision to dispose of Cognito and UTN Solutions achieved the effect of loss of earnings per share to (2.27) pence per share ((0.86) pence per share: 2014).

 

At the year end the Company had cash at bank is of £0.587m. The cash is the primary asset of the Company and enables it to select suitable investments. As identified as a risk, in time, further funding may be required which with careful and selective investment criteria should be possible to secure.

 

Since the new Board members have joined the Company the share price has increased from a fundraising price of 0.7p in October 2015 to 1.7p at the time of writing.

 

Key performance indicators

 

Given the change in the business during the last year historical KPI's are not appropriate. The Board intends to put in place and review key performance indicators as the business progresses. The Board intend to publish key performance indicators in future years.

 

 

 

G Burnell

Chief Executive Officer

 

30 June 2016

 

 

 

Directors Report

 

The directors present their annual report and audited financial statements of Onzima Ventures plc for the year ended 31 December 2015.

 

Business review and principle activities

 

The principle activities of the Group during the year prior to disposal comprised of the marketing and support of computer application software, the wholesale and retail merchandising of electric bicycles and the development and deployment of renewable energy solutions.

 

Following difficult trading circumstances during 2014 and 2015 in which the Company made operating losses, the Company's previous management took action during 2015 to halt the losses through a series of actions, however these alone were not sufficient. Additionally, the cost of maintaining the Company's AIM listing outweighed the benefits. As a result the Board in place at the time came to the conclusion that the funds expended in maintaining the AIM listing would be more effectively utilised in the pursuit of growing the bottom line of the business. The Board negotiated a proposal, which was approved at an Extraordinary General Meeting of the Company on 14 October 2015, to dispose of the issued share capital of Cognito (the IT Services division) and UTN Solutions (the Green technology division).

 

It is important to recognise that the vast majority of these financial results relate to the historical subsidiaries which have now been disposed of.

 

Following that disposal the business is now classified as an investing company under Rule 15 of the AIM Rules. It adopted an Investing Policy as set out below.

 

Investing Policy

 

The Company will seek to invest a minimum of 75 per cent. of its deployable capital in, and/or acquire companies or interests within, the natural resources sector - in which the new Directors have substantial experience as founders, investors and advisers.

 

The Company will participate as investors in fundraisings for entities being admitted to trading on AIM, in secondary fundraisings, or where such entities plan to be admitted to trading on an Exchange within 18 months of investment by the Company.

 

Investments are likely to be held for the short to medium term in the case of publicly-traded holdings and for the longer term in respect of private holdings until there is a liquidity event when the Company may seek to reduce its exposure. There will be no minimum or maximum limit on the length of time an investment is held.

 

Initially the geographical focus will be Africa and North America but investments may be considered in other regions to the extent that the Board considers that an opportunity exists where significant returns can be made.

 

The Company may also invest in assets, projects or joint ventures using equity or debt structures, gaining direct exposure. Investments will generally be made on a passive basis unless there is a requirement to provide management or other expertise to the investee entity in seeking to generate positive returns for the Company.

 

In selecting investment opportunities, the Board will focus on companies, assets and/or projects that it believes are available at attractive valuations and where there is an opportunity to benefit from value uplift. The Company's equity holdings or interests may range from a minority position to 100 per cent. ownership.

 

The Directors will conduct due diligence appraisals of potential investments, businesses or projects and, where they believe further diligence is required or warranted, intend to utilise appropriately qualified persons to assist. The Directors believe they have a network which is likely to provide various opportunities which may prove suitable.

 

The Company does not plan to have cross-holdings in entities save where there is a portfolio of related assets outside of the Company's control.

 

The Board considers that as investments are made, and new investment opportunities arise, further funding of the Company may also be required which is likely to be in the form of equity, until such time as the Company is self-funding.

 

It is intended that returns for Shareholders will initially be in the form of capital growth, subject to appreciation in the value of the investments made by the Company. In the longer term, if the Company becomes cash generative, then the plan will be to put in place an appropriate dividend policy as appropriate for a Company with its activities at that time.

 

The Company plans to have a maximum of fifteen investments / interests at any one time. Though there will be no maximum exposure to any one investment, it will generally seek to diversify its portfolio holdings. The Company's financial resources may ultimately be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover pursuant to Rule 14 of the AIM Rules requiring shareholder approval.

 

The Company also intends to acquire over a period of time a diversified portfolio of royalties. These will consist, in varying proportions, of royalties over:

- producing properties purchased at a discount to perceived value;

- producing properties with enhanced production possibilities; and

- non-producing properties where advanced exploration is likely.

 

It is intended that over the longer term the royalty investments will provide cashflow to finance further investment opportunities, minimising dilution to Shareholders through reduced equity financing requirements.

 

The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate. The Board may also offer New Ordinary Shares in the capital of the Company by way of consideration as well as utilising cash, preserving the Company's cash for additional opportunities and working capital.

 

Under the Company's investing policy the remaining 25 per cent. of the Company's deployable capital can be invested in to non-natural resource based interests that fit the same criteria as above.

 

          Gavin Burnell

          Chief Executive Officer

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME AS AT 31 DECEMBER 2015

 

 

Note

 

2015

£000

 

 

 

Restated

2014

£000

 

Revenue

 

 

 

-

 

-

Cost of sales

 

 

 

-

 

  (-)

Gross profit

 

 

 

-

 

-

Administration expenses

 

 

 

(160)

 

   (-)

Operating (loss)/profit

 

 

5

(160)

 

    (-)

Exceptional items

 

6

(-)

 

    (-)

 

 

 

 

 

 

Finance (expenditure)/income

 

 

 

(4)

 

(5)

Profit/(loss) before taxation

 

 

 

(164)

 

(5)

Taxation recovery

 

 

13

 

93

 

Profit/(loss) for the year from continuing operations

 

 

(151)

 

88

 

Discontinued operations

 

 

 

 

 

 

Loss for the year from discontinued operations

 

7

(902)

 

(2,482)

 

Profit/(loss) for the year

 

 

(1,053)

 

(2,394)

 

Other comprehensive income:

 

 

 

 

 

Exchange difference on translating foreign operations

 

 

53

 

(16)

Total comprehensive income for the year attributable to equity holders of the parent

 

 

 

(1,000)

 

(2,410)

Basic and diluted loss per share - pence

 

8

(2.27)

 

(0.86)

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

 

AS AT 31 DECEMBER 2015

 

 

 

Note

2015

£000

 

2014

£000

ASSETS

 

 

 

 

 

Non current assets

 

 

 

 

 

Property, plant and equipment

 

13a

-

 

616

Intangible assets - development costs

 

13b

-

 

-

Investments

 

14

50

 

-

 

 

 

 

 

 

Total non current assets

 

 

50

 

616

 

 

 

 

 

 

Current assets

 

 

 

 

 

Inventories

 

 

-

 

347

Trade and other receivables

 

 

21

 

539

Cash and cash equivalents

 

 

587

 

347

 

 

 

 

 

 

Total current assets

 

 

608

 

1,233

 

 

 

 

 

 

Total assets

 

 

658

 

1,849

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

 

 

-

 

503

Current tax liabilities

 

 

-

 

76

Accruals and deferred income

 

 

17

 

228

 

 

 

 

 

 

Total current liabilities

 

 

17

 

807

 

 

 

 

 

 

Total liabilities

 

 

17

 

807

 

 

 

 

 

 

Net assets

 

 

641

 

1,042

 

 

 

 

 

 

EQUITY

 

 

 

 

 

Capital and reserves attributable to equity holders of the parent

 

 

 

 

 

Called up share capital

 

11

8,409

 

8,299

Share premium account

 

 

6,503

 

5,843

Other reserves

 

 

-

 

202

Share option reserve

 

 

                  31

 

                     -

Retained Earnings

 

 

           (14,302)

 

           (13,249)

Translation of foreign operations

 

 

-

 

(53)

 

 

 

 

 

 

 

 

 

641

 

1,042

 

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2015

 

 

 

 

 

Note

 

2015

£000

 

 

2014

£000

ASSETS

 

 

 

 

 

Non current assets

 

 

 

 

 

Property, plant and equipment

 

 

-

 

344

Intangible assets - development costs

 

 

-

 

-

Goodwill

 

 

-

 

-

Investments

 

9

50

 

292

 

 

 

 

 

 

Total non current assets

 

 

50

 

636

 

 

 

 

 

 

Current assets

 

 

 

 

 

Inventories

 

 

-

 

44

Trade and other receivables

 

 

21

 

1,859

Cash and cash equivalents

 

 

587

 

149

 

 

 

 

 

 

Total current assets

 

 

608

 

2,052

 

 

 

 

 

 

Total assets

 

 

658

 

2,688

 

 

 

 

 

 

LIABILITIES

 

 

 

 

 

Current liabilities

 

 

 

 

 

Trade and other payables

 

 

-

 

2,002

Current tax liabilities

 

 

-

 

72

Accruals and deferred income

 

 

17

 

190

 

 

 

 

 

 

Total current liabilities

 

 

17

 

2,264

 

 

 

 

 

 

Total liabilities

 

 

17

 

2,264

 

 

 

 

 

 

Net assets

 

 

641

 

424

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Capital and reserves attributable to equity holders of the parent

 

 

 

 

 

 

Called up share capital

 

11

8409

 

8,299

 

Share premium account

 

 

6,503

 

5,843

 

Other reserves

 

 

-

 

202

 

Share option reserve

 

 

                  31

 

                     -

 

Retained Earnings

 

 

(14,302)

 

(13,920)

 

 

 

 

 

 

 

 

 

 

 

641

 

424

 

                       

 

CONSOLIDATED CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2015

 

 

 

 

 

 

 

 

 

 

 

2015

£000

 

2014

£000

 

 

 

 

 

 

Profit/(loss) for the financial year

 

 

(1,053)

 

(2,394)

Taxation recoverable

 

 

 (13)

 

 (93)

Interest

 

 

4

 

5

Comprehensive income

 

 

53

 

(16)

Movement in reserves

 

 

(171)

 

-

Depreciation charges

 

 

230

 

532

Amortisation of intangibles

 

 

-

 

1,207

 

 

 

 

 

 

Operating profit before changes in working capital

 

 

(950)

 

(759)

 

 

 

 

 

 

Decrease/(Increase) in inventories

 

 

                 347

 

 88

Decrease/(Increase) in trade and other receivables

 

 

518

 

333

(Decrease)/increase in trade payables and other capital liabilities

 

 

(790)

 

(42)

 

 

 

 

 

 

Cash (used in)/generated from operations

 

 

(875)

 

(380)

 

 

 

 

 

 

Taxation

 

 

13

 

40

 

 

 

 

 

 

Net cash (used in)/generated from operating activities

 

 

(862)

 

(340)

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Movement in property, plant and equipment

 

 

386

 

218

Development expenditure

 

 

-

 

289

Other intangibles

 

 

-

 

-

Movement in investments

 

 

(50)

 

-

Net proceeds of ordinary shares issue

 

 

770

 

-

 

 

 

 

 

 

Net cash used in investing activities

 

 

1,106

 

  507

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Interest received

 

 

(4)

 

(5)

 

 

 

 

 

 

Net cash generated from financing activities

 

 

(4)

 

(5)

 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

 

240

 

  162

 

 

 

 

 

 

Cash and cash equivalents at beginning of the period

 

 

347

 

185

 

 

 

 

 

 

Cash and cash equivalents at end of the period

 

 

587

 

347

 

COMPANY CASH FLOW STATEMENTFOR THE YEAR ENDED 31 DECEMBER 2015

 

 

 

 

 

 

 

 

 

 

2015

£000

 

2014

£000

 

 

 

 

 

 

Profit/(Loss) for the financial year

 

 

(382)

 

(1,329)

Interest payable

 

 

-

 

-

Disposal of investments

 

 

292

 

-

Movement in reserves

 

 

(171)

 

-

Depreciation charges

 

 

232

 

1,344

 

 

 

 

 

 

Operating profit before changes in working capital

 

 

(29)

 

15

 

 

 

 

 

 

(Increase)/decrease  in inventories

 

 

44

 

(34)

(Increase)/decrease  in trade and other receivables

 

 

1,838

 

123

(Decrease)/increase in trade payables and other current liabilities

 

 

 (2,247)

 

 (25)

 

 

 

 

 

 

Cash (used in)/generated from operations

 

 

 (394)

 

79

 

 

 

 

 

 

Taxation

 

 

-

 

39

 

 

 

 

 

 

Net cash (used in)/generated from operating activities

 

 

 (394)

 

118

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Movement in investments

 

 

(50)

 

-

Net costs of ordinary shares issue

 

 

770

 

-

Purchase of property, plant and equipment

 

 

112

 

576

 

 

 

 

 

 

Net cash used in investing activities

 

 

832

 

576

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Interest paid

 

 

-

 

-

Written off investments

 

 

-

 

(611)

Dividend received

 

 

-

 

-

 

 

 

 

 

 

Net cash generated from financing activities

 

 

-

 

(611)

 

 

 

 

 

 

Net (decrease)/increase in cash and cash equivalents

 

 

 438)

 

83

 

 

 

 

 

 

Cash and cash equivalents at beginning of the period

 

 

149

 

66

 

 

 

 

 

 

Cash and cash equivalents at end of the period

 

 

587)

 

149

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 DECEMBER 2015

 

 

 

 

 

 

 

 

GROUP

 

 

 

 

 

 

 

 

 

 

 

 

 

Called up share

capital

 

Share premium

 

 

Other reserves

 

 

Share option reserve

Retained earnings

 

 

Translation of foreign operations

 

 

Total

Equity

 

 

 

 

£000

£000

£000

£000

£000

£000

£000

Year ended 31 December 2015

 

 

 

 

 

 

 

 

As 1 January 2015

 

8,299

5,843

202

-

(13,249)

(53)

1,042

Share issue

 

110

660

-

-

-

-

770

Movement in reserves

 

-

-

(202)

-

-

-

(202)

Share option reserve

 

-

-

-

31

-

-

31

Total comprehensive income for the year

 

 

-

 

-

 

-

 

 

(1,053)

 

53

 

(1,000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended 31 December 2014

 

 

 

 

 

 

 

 

As 1 January 2014

 

8,299

5,843

202

-

(10,855)

(37)

3,452

Share Issue

 

-

-

-

-

-

-

-

Total comprehensive income for the year

 

 

-

 

-

 

-

-

 

(2,394)

 

(16)

 

(2,410)

 

 

 

 

 

 

 

 

 

At 31 December 2014

 

8,299

5,843

202

-

(13,249)

(53)

1,042

 

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2015

 

 

 

 

 

 

 

COMPANY

 

 

 

 

 

 

 

 

 

 

 

 

Called up share

capital

 

Share premium

 

 

Other reserves

 

 

Share option reserve

Retained earnings

 

 

Total

Equity

 

 

 

 

£000

£000

£000

£000

£000

£000

Year ended 31 December 2015

 

 

 

 

 

 

 

As 1 January 2015

 

8,299

5,843

202

-

(13,920)

424

Share issue

 

110

660

-

-

-

770

Movement in reserves

 

-

-

(202)

-

-

(202)

Share option reserve

 

-

-

-

31

-

31

Profit for the period

 

-

-

-

-

(382)

(382)

 

 

 

 

 

 

 

 

At 31 December 2015

 

8,409

6,503

-

31

(14,302)

641

 

 

 

 

 

 

 

 

 

Year ended 31 December 2014

 

 

 

 

 

 

 

As 1 January 2014

 

8,299

5,843

202

-

(12,019)

2,325

Share Issue

 

-

-

-

-

-

-

Total comprehensive income for the year

 

 

-

 

-

 

-

-

 

(1,901)

 

(1,901)

 

 

 

 

 

 

 

 

At 31 December 2014

 

8,299

5,843

202

-

(13,920)

424

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2015

 

 

1.     GENERAL INFORMATION

Onzima Ventures Plc ("the company") and its subsidiaries (together "the Group") were involved in the marketing and support of computer application software and the merchandising of various products, but primarily electric bicycles.

 

The company sold the subsidiaries on 14 October 2015 and operates now as an investment holding company.

 

The company is a public limited company, which is quoted on the AIM of The London Stock Exchange and is incorporated and domiciled in the United Kingdom. The address of its registered office is 190 High Street, Tonbridge, Kent, TN9 1BE.

 

The Group's and company's financial statements for the year ended 31 December 2015 were authorised for issue by the Board of Directors on 30 June 2016 and the balance sheets were signed on the Boards behalf by Gavin Burnell.

 

2.     ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all years presented, unless otherwise stated.

 

Basis of preparation

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and the interpretations of the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

These financial statements have been prepared on the historic cost basis except where financial instruments are required to be carried at fair value under IFRS.

 

A separate income statement for the parent company has not been presented as permitted by section 408(4) of the Companies Act 2006. The parent company had a loss of £382,000 (2014: Loss £1,938,000).

 

The financial statements are presented in pounds sterling, being the functional currency of the parent and all values are rounded to the nearest thousand pounds (£000) except where otherwise indicated.

 

Going concern

 

Having reviewed the future plans and projections for the business, the directors are satisfied that the Group has adequate resources to continue to operate for the foreseeable future, a period not less than twelve months from the date of this report. This will also depend on the continuing support from the shareholders and directors. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.

 

Were the group unable to continue as a going concern, adjustments would have to be made to the statement of financial position of the group to reduce the value of assets to their recoverable amounts, to provide for future liabilities that might arise and to reclassify non-current assets and long-term liabilities as current assets and liabilities.

 

3.     SEGMENTAL REPORTING

 

The Group operated in the United Kingdom, Italy and Spain until it was sold on 14 October 2015.

 

Prior to disposal, the Group was organised into two principal business segments:

 

·      IT and related services (comprising legal and publishing application software)

 

·      Green technology (comprising electric bicycles, energy saving lamps, educational electronic kits and development of solar power parks)

 

The company now operates as an investment holding company.

 

2014

 

IT and related services

UK

£000

Green technology

 

£000

Unallocated

 

 

£000

Group

 

 

£000

 

 

 

 

 

 

 

 

 

 

 

 

Segment assets

 

953

896

-

1,849

Segment liabilities

 

(420)

(387)

-

(807)

 

 

 

 

 

 

Net assets

 

533

509

-

1,042

 

 

 

 

 

 

4.     PRESENTATIONAL ADJSTMENTS

 

The prior year results have been restated to reflect the discontinued operation in 2015. Refer to note 7 for more details.

 

 

5.     OPERATING PROFIT

 

2015

£000

 

2014

£000

 

 

 

 

Operating profit is stated after charging:

 

 

 

Depreciation plant and equipment

230

 

532

Amortisation of intangible assets

-

 

1,207

Operating leases - rent of building

43

 

79

 

 

6.     EXCEPTIONAL ITEMS

 

2015

£000

 

2014

£000

 

 

 

 

Legal provision

-

 

-

Redundancy costs

-

 

-

Legal costs

-

 

-

Disposal of investments & impairment of development costs

-

 

756

 

7.     DISCONTINUED OPERATIONS

 

On the group entered into a sale agreement to dispose of Cognito Software Solutions Limited, UTN Solutions (North) Limited and Tre-Sol Italia srl, which carried out all of the group's operations. The disposal was completed on 14 October 2015 on which date control of Onzima Ventures PLC passed to the acquiror.

 

The results of the discontinued operations, which have been included in the consolidated income statement, were as follows: (Refer to Note 3)

 

Period ended

14 October 2015

Year Ended

31 December 2014

 

£000

£000

Revenue

                            890

                         1,364

Expenses

(1,760)

(3,090)

Loss before tax

(870)

(1,726)

Loss on disposal of discontinued operations

(32)

(756)

Net loss attributable to discontinued operations (attributable to owner of the Company)

(902)

(2,482)

 

 

8.     EARNINGS PER SHARE

 

The inputs to the earnings per share calculation are shown below:

 

 

2015

Number

 

2014

Number

 

 

 

 

Weighted average ordinary shares in issue during the year

46,370,034

 

279,176,538

Potentially diluted share options under the Group's share option schemes

 

-

 

 

-

Weighted average ordinary shares for diluted earnings per share

46,370,034

 

279,176,538

 

 

 

 

 

 

 

 

 

 

 

 

 

£

 

£

Loss attributable to shareholders

 

 

 

 

Continuing operations

151,000

 

(88,000)

 

Discontinued operations

902,000

 

2,482,000

 

1,053,000

 

2,394,000

         

 

 

The calculation of basic earnings per ordinary share is based on the profit for the period attributable to equity holders of the parent and the weighted average number of ordinary shares in issue during the year.

 

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive share options.

 

In view of the group loss for the year, share warrants and options to subscribe for shares in the company are anti-dilutive and therefore diluted earnings per share is the same as basic loss per share.

 

 

9.     INVESTMENTS

 

An investment was made on 7 December 2015 where 50,000,000 0.1p placing shares were purchased in Glenwick Plc for £50,000. This gives rise to a 3.63% holding in the company.

 

 

10.  INVESTMENTS IN SUBSIDIARY UNDERTAKINGS

           

COMPANY

 

 

 

 

 

 

2015

£000

Cost

 

 

 

At beginning of year

 

 

2,918

Disposals

 

 

(2,918)

 

 

 

 

At end of year

 

 

-

 

 

 

 

Impairment

 

 

 

At beginning of year

 

 

2,626

Disposals

 

 

(2,626)

 

 

 

 

At end of year

 

 

-

 

 

 

 

Net book value

 

 

 

At end of year

 

 

-

At beginning of year

 

 

292

 

           

The principal subsidiary undertakings are all wholly owned by the company, are consolidated and include the following:

 

Subsidiary undertakings

Principal activity

Class of share

 

 

 

Incorporated in England and Wales:

 

 

 

 

 

UTN Solutions (North) Limited

 

Merchandising of electric bicycles and other products

Ordinary

 

 

 

Cognito Software Limited

 

Marketing and support of computer application software

Ordinary

 

 

 

Incorporated in Italy:

 

 

 

 

 

Tre-Sol Italia srl

Development of solar power park

Ordinary

 

 

 

The following undertakings, which are all wholly owned by Tre-Sol Italia srl and incorporated in Italy, are consolidated and include the following

 

 

 

Ultima Italia srl

Development of solar power park

Ordinary

Harlicon srl

Development of solar power park

Ordinary

Leccesolar srl

Development of solar power park

Ordinary

 

The company disposed of all subsidiary undertakings on 14 October 2015.

 

 

11.  CALLED UP SHARE CAPITAL

 

 

2015

£000

 

2014

£000

 

 

 

 

Allotted, called up and fully paid

 

 

 

138,631,936 ordinary shares of 0.1p each

138

 

2,792

137,674,431 deferred shares of 4p each

5,507

 

5,507

279,176,540 placing shares of 0.99p each

2,764

 

-

 

 

 

 

 

8,409

 

8,299

 

The deferred shares have no right to dividends nor do the holders thereof have the right to receive notice of or to attend or vote at any General Meeting of the company. On a return of capital on a winding up of the company, the holders of the deferred shares shall only be entitled to receive the amount paid up on such shares after the holders of the ordinary shares have received the sum of £1,000,000 for each ordinary share held by them.

 

Ultima Networks Plc 2004 Share Option Scheme

The scheme was approved by the AGM held on 28 May 2004. No options to subscribe for ordinary shares of 1p each have been granted under this scheme.

 

Ultima Networks Plc 2012 Share Option Scheme

The scheme was approved by the AGM held on 26 June 2012, being the Ultima Networks Plc 2012 Share Option Scheme, but no options to subscribe for ordinary shares of 1p each have been granted to date.

 

Executive Share Option Schemes

Options to subscribe for ordinary shares of 1p each are exercisable in accordance with the 1994 Microvitec Inland Revenue Approved Executive Share Option Scheme. During the year ended 31 December 2014, no options were granted, no options were exercised and no options lapsed.

 

 

12.  RELATED PARTY TRANSACTION

 

Gavin Burnell and Luke Cairns who were granted 10,804,840 and 2,701,210 share options respectively. No director has granted or exercised any share options during this or the previous year nor did any lapse.

 

During the year the Group made purchases form Akhter Group Limited totalling £Nil (2014: £115,000) of this amount, £Nil (2014: £11,000) was payable to Akhter Group Limited as at 31 December 2015. The purchases can be analysed as follows:

 

Group company

 

2015

£000

2014

£000

Description of purchases

 

 

 

 

 

Ultima Networks

 

-

10

Executive management services and project costs

UTN Solutions (North)

 

43

105

Rent and carriage costs

Cognito Software

 

-

-

Pensions and carriage costs

 

 

 

 

 

Total

 

43

115

 

 

 

 

As stated above the treasury function is performed on behalf of the company by Akhter Group Limited and will always try to make the most beneficial use of available cash resources. During the year, no monies were loaned by the company to Akhter Group Limited (2014: £Nil) and no monies were borrowed by the company from Akhter Group Limited (2014: £Nil).

 

During the year the Group made sales to Akhter Group Limited totalling £Nil (2014: £144,000l) of this amount, £Nil (2014: £Nil) was payable by Akhter Group Limited as at 31 December 2015.

 

 

SHARE BASED PAYMENT CHARGES

 

The Company has granted Ordinary Share options to its directors during the year that may be exercised within ten years in whole or in part from the date of the grant at an exercise price of 0.7p per share.

 

The Black Scholes method was used to calculate the fair value of options at the date of grant. 

The table below lists the inputs to the model used for the options granted during the year:

 

                   

   

 

 

 

Weighted average share price at date of grant

0.9 pence

 

Weighted average exercise price

0.7 pence

 

Expected volatility

50%

 

Contractual life

10 years

 

Risk free rate

1%

 

 

 

 

   

 

 

A total share based payment charge of £30,812 was expensed in 2015 in respect of the options granted to the directors

 

The share options held as at 31 December 2015 are set out in the table below:

   

 

Granted during the period

Exercised during the period

Outstanding at 31 December 2015

Option Price

Exercisable on

or before

 

 

 

 

 

 

G Burnell

10,804,840

-

10,804,840

0.7p

25 Oct 2025

L Cairns

2,701,210

-

2,701,210

0.7p

25 Oct 2025

Total Options

13,506,050

-

13,506,050

 

 

 

 

 

 

 

 

 

                   

                                                                   

Note: A detailed breakdown of directors' options is set out in the Report on Directors' Remuneration.

 

Additionally, the company has issued 4,051,805 warrants to its brokers, Peterhouse Corporate Finance, for the subscription of Ordinary Shares which may be exercised at any time up to 22 August 2019 at a price of 0.7p per share.

 

 

During the year the company recharged its administration expenses to all its subsidiaries as detailed below:

 

Group company

2015

£000

2014

£000

Description

 

 

 

 

Ultima Networks

-

(190)

Group recharge (receivable)

UTN Solutions (North)

-

115

Group recharge payable

Cognito Software

-

75

Group recharge payable

 

 

 

 

 

 

 

 

Total

-

-

 

 

 

During the year, the fees payable in respect of services rendered by the finance director, Anthony P Klein, amounted to £9,000. These fees were paid to A Klein, a firm in which he is a partner.

 

 

13.  SUBSEQUENT EVENTS       

 

There have been no significant events after the balance sheet date, other than those disclosed in the Directors' Report and the Strategic Report.

 


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

a d v e r t i s e m e n t