7 Jul 2011 07:00
For immediate release: 7 July 2011
Creon Corporation plc
Audited results for the year ended 31 January 2011 and Issue of Equity
Creon Corporation plc (AIM: CRO) today announces its audited results for the year ended 31 January 2011.
CHAIRMAN'S STATEMENT
I am pleased to present this annual report of Creon Corporation plc ("Creon" or the "Company") and its subsidiaries ("the Group") to shareholders for the year ended 31 January 2011.
Creon's operations
During the financial year under review, the Company maintained a low cost base whilst its directors and shareholders considered, and continue to consider, suitable investment opportunities and alternative sources of finance for the Company. The Company's management has continually made assessments of suitable investment opportunities during the year, although unfortunately none has yet to come to fruition. Any investments made would require the support of the Company's shareholders and the need to raise further equity funds. The board would like to thank its various professional and administrative advisers who have supported the Company over the course of the last 12 months, which has enabled it to continue to meet its liabilities as they have fallen due.
Financial review
Income of £10,000 during the year represented recovery of sums loaned to third parties in previous years which had been fully provided for. Administrative expenses of £121,024 (2010: £152,337) were down on the previous year, a direct reflection of the lower activity than in 2009/10.
At the beginning of the 2009/10 financial year, the Company made one commercial loan of £200,000, of which £110,000 remained outstanding at 31 January 2010. During the year under review, a further £29,692 of the loan capital was repaid in accordance with its terms and loan interest of £12,171 was accrued (2010: £17,633). The Company's retained loss for the year was £79,638 (2010: £146,940 loss) resulting in a loss per share of 0.18 pence (2010: 0.33 pence loss).
The Group ended the year with net assets of £416,137 (2010: £495,775). The assets were principally made up of the £400,000 investment in unquoted preference shares that the Company made in September 2008 ("Preference Share") and the loan receivable of £80,308, together with accrued interest due of £25,294 ("Loan"). Group cash at 31 January 2011 was £330 (2010: £15,862).
The Group's outstanding liabilities at the year end of £103,698 (2010: £58,036) primarily comprised amounts owing to its administrators and its directors. The Company is pleased to report that its directors and certain of its creditors have reached agreement to defer payment of £72,640 of the Company's year end's outstanding liabilities until at least 1 August 2012 and thereafter until the earlier of: (i) a significant cash injection into the Company over the next 2 years (being an aggregate of £100,000 or more); or (ii) the repayment of the Preference Share. There were no changes in the Company's share capital during the year under review.
Issue of new equity
The Company is pleased to today announce that it has raised £24,000 through the issue of 200,000 new ordinary shares of 1 pence each in the capital of the Company ("Subscription Shares") via a subscription at 12 pence per Subscription Share with certain of its existing shareholders ("Subscription"). Application has been made for the Subscription Shares to be admitted to trading on AIM and trading in the Subscription Shares is expected to begin on 13 July 2011.
Following admission of the Subscription Shares, the Company's issued ordinary share capital will comprise 44,190,545 ordinary shares. All of the Company's ordinary shares carry voting rights and this will be the figure which may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest, in the issued share capital of the Company.
Going concern
The repayment of the Loan (and interest due thereon), together with the proceeds of the Subscription will be used by the Company to pay the ongoing running costs associated with being a public company until suitable investments have been indentified and further equity funds raised. The Loan can be called by the Company at any time up until its repayment date of 31 July 2012, when interest on the loan is also payable. As at 31 January 2011, interest accrued, but not paid was £25,508. The Directors estimate that the total ongoing annual running costs of the Company are approximately £70,000, having negotiated substantial reductions in costs with certain of its administrators. Accordingly, the Loan and its repayment (including interest due), together with the subscription provides the directors with sufficient comfort as to the Group's ability to meet its ongoing obligations as they fall due for at least the next 12 months.
After due consideration, the directors believe that the Company has adequate resources for a period of at least 12 months from the date of approval of the financial statements, and consequently that it is appropriate to apply the going concern principle in preparing the financial statements.
Investment policy
The directors will be seeking approval of, inter alia, the investment policy as set out below at the annual general meeting of shareholders, which is to be held on 29 July 2011. The investment policy has not changed from that approved by shareholders at last year's annual general meeting.
The Group investment policy allows investments in private companies, publicly quoted companies and partnerships. The Group will not focus on any particular industry sector but will seek investments in sectors where there is potential for suitable returns. This is expected to include sectors such as financial services and property, where values largely remain subdued. The Company will primarily focus on European based businesses but will also consider investments in other geographical areas if appropriate. The Group will not seek to limit the size of the investment or the size of the entities in which it invests.
The Group will not be limited to a fixed number of investments or seek to diversify the investments over particular sectors or particular indexes, however it is envisaged that the total number of investments at any given time will not exceed 50 investments. The Group does not envisage at this stage gearing its investments but may consider doing so in the future. The board is currently reviewing a number of investment opportunities and anticipates making an investment during the course of next year.
The Company will generally be a passive investor in the entities in which it invests but if the board or the Group's consultants are able to add value to the investee entities then the Group may take a more activist stance.
Once potential investments have been identified, the board will evaluate them on the basis of research prepared and presented to the board by its financial advisers and consultants. The board believes that this investment policy will help maintain the Group's low cost base until alternative sources of finance can be secured.
Director changes
Robert Eijkelhof joined the board of the Company as a non-executive director on 8 July 2010 and Jonathan Freeman resigned from the board on 30 July 2010.
Change of registered office
The Company is in the process of changing its registered office from 11 Grosvenor Crescent, London SW1X to 201-205 Temple Chambers, Temple Avenue, London EC4. A further announcement will be made in due course once this change has taken effect.
Annual general meeting
Today the Company has posted a notice convening an annual general meeting of the Company ("AGM") to be held at 201-205 Temple Chambers, Temple Avenue, London EC4 at 1.00 p.m. on 29 July 2011, together with a form of proxy for use at the AGM, which includes, inter alia, the following resolutions:
·; Directors' powers to allot securities;
·; Directors' powers to disapply pre-emption rights;
·; Approving the Group's ongoing investment strategy;
·; Receiving of the accounts;
·; Appointment of Robert Eijkelhof who retires by rotation, as a director of the Company; and
·; Re-appointment of the Company's auditor
Current position and outlook
The board continues to discuss additional sources of finance with its shareholders, however until agreement can be reached, the Company will continue in its current state, with little new investment activity and running costs being kept to a minimum. The Directors and their advisers are continuing to assess investment projects that appear to demonstrate significant return opportunities and these are presented to the existing shareholders. The directors remain hopeful of being able to complete on one of these transactions during the course of the current financial year although any transaction would require the need to raise further equity for investment from existing and potentially new shareholders.
CREON CORPORATION PLC
GROUP STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 January 2011
2011 | 2010 | ||
Note | £ | £ | |
Revenue | 10,000 | 4,138 | |
Cost of sales | - | (14,559) | |
______ | _______ | ||
Gross profit / loss | 10,000 | (10,421) | |
Administrative expenses | (121,024) | (152,337) | |
Exceptional item: profit on sale of investment | - | 47 | |
________ | ________ | ||
Loss from operations | (111,024) | (162,711) | |
Finance income | 12,171 | 17,633 | |
Finance costs | - | (1,862) | |
_______ | ________ | ||
Loss on ordinary activities before taxation | (98,853) | (146,940) | |
Taxation | 19,215 | - | |
_______ | ________ | ||
Retained loss for the year | (79,638) | (146,940) | |
Basic and diluted loss per share | 2 | (0.18)p | (0.33)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.
The Company has elected to take exemption under section 408 of the Companies Act 2006 from presenting the Company statement of comprehensive income. The loss for the Company for the year was £75,370 (2010: £241,496).
STATEMENTS OF CHANGES IN EQUITY
Group
Share capital | Share premium account | Retained earnings | Total equity attributable to equity holders of parent | |
£ | £ | £ | £ | |
At 1 February 2009 | 439,904 | 3,815,888
| (3,613,077) | 642,715 |
Loss for the year | - | - | (146,940) | (146,940) |
______ | ________ | _________ | ________ | |
At 31 January 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 |
______ | ________ | _________ | ________ |
Company
Share capital | Share premium account | Retained earnings | Total equity attributable to equity holders of parent | |
£ | £ | £ | £ | |
At 1 February 2009 | 439,904 | 3,815,888 | (3,524,207) | 731,585
|
Loss for the year | - | - | (241,496) | (241,496) |
______ | ________ | _________ | ________ | |
At 31 January 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
|
______ | ________ | _________ | ________ |
STATEMENTS OF FINANCIAL POSITION
as at 31 January 2011
Group | Company | ||||
Assets | Note | 2011 | 2010 | 2011 | 2010 |
Non-current assets | £ | £ | £ | £ | |
Investment in subsidiaries | - | - | 4 | 4 | |
Investment in unquoted preference shares | 3 | 400,000 | 400,000 | 400,000 | 400,000 |
______ | ______ | ______ | ______ | ||
400,000 | 400,000 | 400,004 | 400,004 | ||
Current assets | |||||
Loan receivables | 4 | 80,308 | 110,000 | 80,308 | 110,000 |
Investments in quoted shares | 4,247 | 5,690 | - | - | |
Other receivables | 34,950 | 22,259 | 37,775 | 22,259 | |
Cash and cash equivalents | 330 | 15,862 | 330 | 15,862 | |
______ | ______ | ______ | ______ | ||
119,835 | 153,811 | 118,413 | 148,121 | ||
Total assets | 519,835 | 553,811 | 518,417 | 548,125 | |
Liabilities | |||||
Current liabilities | |||||
Trade and other payables | (31,058) | (58,036) | (31,058) | (58,036) | |
______ | _______ | _______ | _______ | ||
(31,058) | (58,036) | (31,058) | (58,036) | ||
Non-current liabilities | (72,640) | - | (72,640) | - | |
Trade and other payables | ______ | _____ | ______ | ______ | |
(72,640) | - | (72,640) | - | ||
______ | ________ | ________ | ________ | ||
Total liabilities | (103,698) | (58,036) | (103,698) | (58,036) | |
_______ | ________ | ________ | ________ | ||
Net assets | 416,137 | 495,775 | 414,719 | 490,089 | |
Equity | |||||
Called up share capital | 5 | 439,904 | 439,904 | 439,904 | 439,904 |
Share premium account | 3,815,888 | 3,815,888 | 3,815,888 | 3,815,888 | |
Retained earnings | (3,839,655) | (3,760,017) | (3,841,073) | (3,765,703) | |
_______ | _______ | _______ | ________ | ||
Total equity | 416,137 | 495,775 | 414,719 | 490,089 | |
STATEMENTS OF CASH FLOWS
Group | Company | ||||
2011 | 2010 | 2011 | 2010 | ||
£ | £ | £ | £ | ||
Reconciliation of operating profit to net cash flow from operating activities | |||||
Loss for the year before tax | (98,853) | (146,940) | (94,585) | (241,496) | |
Adjustments for: | |||||
Finance cost | - | 1,862 | - | 1,862 | |
Finance income | (12,171) | (17,633) | (12,171) | (17,633) | |
(Profit)/loss on disposal of investment | - | (47) | - | - | |
Impairment of investment | 1,443 | 13,461 | - | 2 | |
Change in receivables | (12,691) | 218,995 | (12,691) | 218,995 | |
Change in payables | 45,662 | (46,579) | 45,662 | (46,585) | |
Change in loans to subsidiaries | - | - | (2,825) | 443,021 | |
_______ | _______ | _______ | _______ | ||
Cash flows from operating activities | (76,610) | 23,119 | (76,610) | 358,166 | |
Interest received | 12,171 | 17,633 | 12,171 | 17,633 | |
Taxation refunded | 19,215 | - | 19,215 | - | |
______ | ______ | ______ | ______ | ||
Net cash from operating activities | 31,386
| 17,633
| 31,386 | 17,633 | |
Investing activities | |||||
New loans made | - | (200,000) | - | (200,000) | |
Loans repaid | 29,692 | 90,000 | 29,692 | 90,000 | |
Interest paid | - | (1,862) | - | (1,862) | |
______ | ________ | ______ | ________ | ||
Net cash used in investing activities | 29,692 | (111,862) | 29,692 | (111,862) | |
Financing activities | |||||
(Repayment of)/proceeds from bank borrowings | - | (250,000) | - | (250,000) | |
Sale of investment properties | - | 335,047 | - | - | |
_______ | _______ | _______ | _______ | ||
Net cash from financing activities | - | 85,047 | - | (250,000) | |
_______ | _______ | _______ | _______ | ||
Net increase/(decrease) in cash and equivalents | (15,532) | 13,937 | (15,532) | 13,937 | |
Cash and equivalents at beginning of year | 15,862 | 1,925 | 15,862 | 1,925 | |
Cash and equivalents at end of year | 330 | 15,862 | 330 | 15,862 | |
NOTES TO THE FINANCIAL STATEMENTS
1. Accounting policies
A selection of 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 financial statements 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 financial statements 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).
At the date of authorisation of the financial statements there were Standards and Interpretations, which have not been applied in the financial information, that were in issue but not yet effective. 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 or the Company, except for additional disclosures when the relevant Standards and Interpretations come into effect.
Going concern
The directors have reviewed the current budgets and cash flow projections for a period of more than 12 months from the date of this report. The forecasts take into account the current cash balances, assume repayment of the outstanding short-term mezzanine loan of £80,308 and interest due thereon of £25,294 outstanding at 31 January 2011 due to be repaid on or before July 2012 and the net proceeds of the subscription to raise £24,000 as set out in the Chairman's report to these financial statements.
Various sources of additional financing have been considered by the board to strengthen the balance sheet, including injecting additional fresh equity, although a final decision regarding the source of financing has not yet been made.
Accordingly the directors have prepared the financial statements on the going concern basis.
2. Loss per share
The basic and diluted loss per share for the year ended 31 January 2011 was 0.18p. The calculation of loss per share is based on the loss of £79,638 for the year ended 31 January 2011 and the number of shares in issue during the year of 43,990,545. No options or warrants remain outstanding as of 31 January 2011 and no further shares have been issued since 31 January 2011.
The basic and diluted loss per share for the year ended 31 January 2010 was 0.33p. The calculation of loss per share is based on the loss of £146,940 for the year ended 31 January 2010 and the number of shares in issue during the year of 43,990,545.
3. Investment in unquoted preference shares
Group and Company | ||
2011 | 2010 | |
Cost or valuation | £ | £ |
At 1 February | 400,000 | 400,000 |
_______ | _______ | |
At 31 January | 400,000 | 400,000 |
_______ | _______ | |
The investment in unquoted preference shares represents 400,000 £1 non-voting redeemable preference share held in Pinnacle Plus Limited ("Preference Share"). 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.
4. Loan receivables
2011 | 2010 | |
£ | £ | |
Balance brought forward
| 110,000 | - |
New loans advanced in the year
| - | 200,000 |
Loans repaid
| (29,692) | (90,000) |
______ | ______ | |
Balance carried forward
| 80,308 | 110,000 |
______ | ______ |
As at 6 July 2011, the amount of the loan advanced in the year that remained receivable by the Company had been reduced to £67,738 through further repayments in accordance with the terms of the loan.
5. Share capital
2011 | 2010 | |
£ | £ | |
| Authorised | ||
100,000,000 ordinary shares of 1p each | 1,000,000 | 1.000,000 |
| Allotted, called up and fully paid | ||
43,990,545 ordinary shares of 1p each | 439,904 | 439,904 |
No warrants or options were issued during the financial year or remained outstanding for exercise post 31 January 2011.
The Company has today announced that it has raised £24,000 through the issue of 200,000 new ordinary shares of 1 pence each through a subscription to existing shareholders ("Subscription Shares"). Application has been made for the Subscription Shares to be admitted to trading on AIM and trading in the Subscription Shares is expected to begin on 13 July 2011.
The Company's Report and Accounts for the year ended 31 January 2011 will be posted to shareholders today and the full report is available to view and download from the Company's website at www.creoncorporation.com
For further information please contact:
Creon Corporation Plc Guus Berting +44 (0)20 7752 0215
Daniel Stewart & Company Plc Oliver Rigby +44 (0)20 7776 6550
GTH Media Relations Toby Hall/ Christian Pickel +44 (0)20 3103 3900