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Final Results

23 Dec 2011 07:00

RNS Number : 5509U
Cholet Investments PLC
23 December 2011
 

23 December 2011

 

 

Cholet Investments plc

("Cholet" or the "Company")

 

Final Results for the year ended 30 September 2011

 

 

CHAIRMAN'S STATEMENT

 

Introduction

 

As announced on 24 November 2010 the Company received settlement in full in respect of its insurance claim for a deposit paid to Henry Homes (Wallington) Limited on commencement of the Canon House development project. Following the receipt of this claim the Company's only assets were its cash balances; most of this cash was distributed to shareholders by way of a redemption of shares, further details of which are set out below.

 

Subsequent to the various resolutions passed at the Extraordinary General Meeting held on 31 March 2011 (the "EGM Resolutions") various changes were effected during this year and are summarised below. Most significantly the Company's objective on continuation was to undertake an acquisition or acquisitions which would constitute a reverse takeover under AIM rules. In accordance with Rule 15 of the AIM Rules, having not completed an acquisition within one year of becoming an investing company, trading in the Company's Ordinary Shares on AIM was suspended on 25 November 2011. The Company has identified a candidate company for such a reverse takeover and the Company's Circular (the "Circular") posted to all shareholders together with this Annual Report provides details of the proposed transaction.

 

Save where the context requires otherwise, defined terms used in this statement have the same meaning as given in the Circular.

 

Performance

 

The audited net asset value ("NAV") of the Company at 30 September 2011 was £266,392 (2010: £1,556,858). The NAV per ordinary share was 5.2p compared with 69.8p at 30 September 2010. The Company's share price at the start of the year was 4p and was 4.75p at the end of the year. The Company's share price closed at 4.75p on 25 November 2011. These prices and values reflect the reorganisation of the Company's share capital and other changes made during the year.

 

Redemption of shares and reorganisation of capital

 

Consequent to the passing of the relevant EGM Resolutions and the election of shareholders, the Company redeemed 90.6 per cent. of its existing issued participating share capital on 1 April 2011. A total of 2,020,754 participating shares were redeemed at 71p per share representing an aggregate redemption of £1,434,735.34. These shares were subsequently cancelled. Also on the same date each of the remaining shares in issue was replaced by ten new shares, such that the Company's entire issued share capital admitted to AIM on 1 April 2011 amounted to 2,098,830 new ordinary shares.

 

Deregulation, reclassification, change of name and changes in board composition

 

On 31 March 2011 the Jersey Financial Services Commission gave its consent to the deregulation and reclassification of the Company, formerly structured as a Collective Investment Fund, as a Jersey registered ordinary operating company. Following the passing of the relevant EGM Resolution and on the same date the Company changed its name to Cholet Investments plc and, reflecting the adoption of a new investment policy, Brian Howard replaced Donald Reid as a non-executive director of the Company.

 

New investing policy

 

Consequent to the passing of the relevant EGM Resolutions the Company continues as an "investing company" under the AIM rules but with a new objective; that objective being to make an acquisition or acquisitions which would constitute a reverse takeover under Rule 14 of the AIM Rules by 24 November 2011 (the date twelve months following the date on which the Company divested of all of its property assets).

 

In particular and as a result of the relevant EGM Resolutions passed, the Directors have sought to acquire a company/business or companies/businesses in the waste or waste to energy sector in exchange for the issue of ordinary shares. Development Capital Management Limited, in its capacity as consultant to the Company, has assisted in the process of reviewing a number of potential target companies. It became apparent during this review period that those target companies in the preferred sector of waste feed stock were not suitable for a reverse takeover either within the budget or timescale available to the Company.

 

Other companies with waste related activities were reviewed by the Company and One Delta Limited was considered to be the most suitable and attractive as a target for a reverse takeover. One Delta Limited offered the opportunity of a pre-revenue acquisition with opportunities for growth and development both in the UK and internationally, as well as the existence of a strong management team.

 

Issue of equity

 

Pursuant to the passing of the relevant EGM Resolutions, the Company completed a placing of 3,000,000 new ordinary shares in the capital of the Company at a price of 5p per share on 2 June 2011. As a result of the admission of the placing shares to trading on AIM on 8 June 2011, the Company now has 5,098,830 ordinary shares in issue.

 

Change of accounting policy

 

The audited financial statements for the year ended 30 September 2010 were prepared on a break up basis but following on from the passing of the EGM Resolutions on 31 March 2011, the financial statements for the year to 30 September 2011 are prepared on a going concern basis.

 

Reverse takeover

 

The Circular posted to all shareholders together with this Annual Report provides details of the proposed transaction.

 

Roger King

Chairman

 

22 December 2011

 

 

For further information contact:

 

Development Capital Management

Tel: 020 7355 7600

Andy Gardiner

Merchant Securities Limited

Simon Clements/Virginia Bull

Tel: 020 7628 2200

 

 

 

Statement of Comprehensive Income

 

Year ended

30 September 2011

Year ended

30 September 2010

Revenue

Capital

Total

Revenue

Capital

Total

Note

£

£

£

£

£

£

Realised gains on sale of property

 

 

-

 

 

 

36,316 

 

36,316 

Realised gains on investments held at fair value through profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

4,820 

 

 

4,820 

Unrealised losses on investments held at fair value through profit or loss

 

 

 

 

 

 

 

 

 

-

 

 

 

 

(6,935)

 

 

(6,935)

Interest income

2

2,290 

 -

2,290

40,457 

40,457 

Rental income

2

380 

 -

380

47,838 

47,838 

Investment management fee

3

(88,288)

 -

(88,288)

(194,223)

(194,223)

Other income

15,795 

-

15,795

-

-

Deposit recovered

-

-

1,099,997

1,099,997

Rental expenses

4

(70)

 -

(70)

(7,708)

(7,708)

Other expenses

4

(201,362)

 -

(201,362)

(345,133)

(345,133)

Net profit/(loss) on ordinary

activities before taxation

(271,255)

-

(271,255)

(458,769)

1,134,198

675,429

Taxation

5

-

 -

-

(9,568)

(9,568)

Provision for winding down expenses

4

265,524

 -

265,524

(165,524)

(165,524)

Net profit/(loss) and total comprehensive income for the year

(5,731)

-  

(5,731) 

(633,861)

1,134,198

500,337

Basic earning per share (pence)

(0.2)

-

(0.2)

(13.7)

24.5

10.8

 

Notes

(a) The total column of this statement represents the profit and loss of the Company.

(b) Items in the above statement include provisions for an orderly winding down of operations.

(c) The Company has no recognised gains or losses other than those disclosed in the Statement of Comprehensive Income.

(d) The profit/(loss) per share is calculated on the weighted average number of Participating Shares in issue during the year.

(e) There were no items of Other Comprehensive Income for the year and consequently Net Profit was equal to Total Comprehensive Income.

 

 

Statement of Financial Position

 

2011

2010

Notes

£

£

Current assets

Other receivables

3,375 

1,108,735 

Cash and cash equivalents

310,096 

784,771 

Total assets

313,471 

1,893,506 

Current liabilities

Other payables

47,079 

71,124

Provision for winding down expenses

6

- 

265,524

47,079 

336,648

Net Assets

266,392 

1,556,858 

Equity

Stated capital

3,208,910 

4,493,645 

Capital reserve

(706,395)

(706,395)

Issue costs reserve

(679,868)

(679,868)

Revenue reserve

(1,556,255)

(1,550,524)

Total shareholders' funds (all equity)

266,392 

1,556,858 

Net asset value per share (pence)

7

5.2 

69.8 

 

 

Statement of Cash Flows

 

2011

2010

£

£

Net cash (outflow) from operating activities after

interest and before taxation

 

(292,466)

 

 

 

(317,608) 

Income tax paid

-

(2,588)

Investing activities

Interest income received

2,529 

4,500 

Sale of investment property

1,967,500 

Sale of investments

-

103,307

Deposit recovered

1,099,997 

-

Net cash inflow from investing activities

1,102,526 

2,075,307 

Financing activities

Shares issued

150,000

-

Partial redemptions of shares

(1,434,735)

(6,011,509) 

Net cash outflow from financing activities

(1,284,735)

(6,011,509) 

Net decrease in cash and cash equivalents

(474,675)

(4,256,398) 

Cash and cash equivalents at the start of the year

784,771 

5,041,169 

Cash and cash equivalents at the end of the year

310,096 

784,771 

 

 

Statement of Changes In Equity

 

 

Stated

Capital

 

Capital

Reserves

Issue

Costs

Reserve

 

Revenue

Reserve

 

 

Total

£

£

£

£

£

For the year ended 30 September 2011

At 1 October 2010

4,493,645 

(706,395)

(679,868)

(1,550,524)

1,556,858 

Profit for the year

(5,731)

(5,731) 

Other comprehensive income

Total comprehensive income for the year

-

(5,731)

(5,731) 

Partial redemptions of participation shares

(1,434,735)

-

-

-

(1,434,735)

Issue of participation shares

150,000

150,000

At 30 September 2011

3,208,910

(706,395)

(679,868)

(1,556,255)

266,392 

For the year ended 30 September 2010

At 1 October 2009

10,505,154

(1,840,593)

(679,868)

(916,663)

7,068,030 

Profit for the year

1,134,198

(633,861)

500,337

Other comprehensive income

Total comprehensive income for the year

1,134,198

(633,861)

500,337

Partial redemptions of participation shares

(6,011,509)

-

(6,011,509)

At 30 September 2010

4,493,645

(706,395)

(679,868)

(1,550,524)

1,556,858 

 

Notes

(a) The capital reserve arose from recognised losses on property development and holding.

(b) The issue costs reserve arose from expenses incurred on a share issue in 2006.

 

 

Notes To The Financial Statements

 

1. General information

 

Cholet Investments plc (the "Company") was incorporated on 22 April 2003 in Jersey as The Off-Plan Fund Limited and the Company changed its name on 31 March 2011. The principal activity of the Company changed during the year from that of a Jersey registered Investment Company formed to invest in UK residential development property via the off-plan market to a Jersey registered ordinary operating company with the objective of acquiring, by reverse takeover under AIM Rule 14, companies or businesses within the waste industry sector.

 

The registered office is Union House, Union Street, St Helier, Jersey JE2 3RF.

 

These financial statements have been approved for issue by the board of directors on 22 December 2011.

 

2. Accounting policies

 

(a) Basis of preparation

 

The annual financial statements have been prepared under the historical cost convention, as modified to include the revaluation of quoted investments and investment properties and in accordance with applicable Accounting Standards and the Statement of Recommended Practice for "Financial Statements of Investment Trust Companies" issued in January 2003 and amended in December 2005. Applicable Accounting Standards for these purposes are International Financial Reporting Standards ("IFRS"), as adopted by the European Union.

 

Statement of Compliance

 

The financial statements have been prepared in accordance with IFRS as adopted by the European Union.

 

Going Concern

 

At the Extraordinary General Meeting of the Company held on 4 December 2009, a resolution proposed, and passed was to commence an orderly winding down of its activities. The financial statements for 2010 were not prepared on the going concern basis because the Company was winding down.

 

The effect on the financial statements for the year ended 30 September 2010 was that all assets and liabilities were disclosed as current, and the accounting effect was that the assets and liabilities are recognised at their realisable amounts net of costs of sale (or best estimate thereof). In addition, provision was made for future costs to completion of the orderly wind down of the Company's activities.

 

At the Extraordinary General Meeting held on 31 March 2011 a resolution proposed and passed resulted in the Company continuing with changed objectives as noted above. In consequence the financial statements for the year ended 30 September 2011 have been prepared on a going concern basis, and corresponding amounts have been adjusted accordingly.

 

2. Income

 

2011

2010

£

£

Income from fixed interest securities

-

1,603

Deposit interest

2,290

38,854

Interest income

2,290

40,457

Rental income

380

47,838

2,670

88,295

 

3. Management fee

 

2011

2010

£

£

Management fee

88,288

194,223

 

The management fees paid to the Manager and Promoter were 2 per cent per annum of the net asset value of the fixed income portfolio held by the Company, plus any cash amount of deposits paid and outstanding in respect of property contracts yet to complete. In July 2009 the fee was reduced to £175,000 per annum. During the year, following the continuation resolution on 12 April 2011 the Company continued as a cash shell and a consultancy fee of £25,000 per annum shall continue to be payable.

 

4. Other operating expenses

 

2011

2010

£

£

Legal fees

91,456

221,685

Administration and secretarial services

41,614

57,144

Directors' remuneration

40,333

40,000

Auditors' fees - for audit services

12,700

5,700

Miscellaneous expenses

15,259

20,604

Other expenses

201,362

345,133

Rental expenses

70

7,708

Provision for winding down expenses

(265,524)

165,524

(64,092)

518,365

 

5. Tax

 

Profits arising in the Company for the 2011 Year of Assessment will be subject to Jersey Income Tax at the rate of 0% (2010: 0%).

 

2011

2010

£

£

Reconciliation of taxable profit

Net profit/(loss) on ordinary activities before finance costs and taxation

(271,255)

675,429

Adjustment for disallowable income and expenses

271,255

(627,591)

Taxable profit

-

47,838 

Income tax @ 20% (2010: 20%)

9,568 

Effect of different rate

Total current tax

9,568 

 

6. Provision for winding down expenses

 

2011

2010

£

£

Legal fees

-

10,000

Administration and secretarial services

-

27,125

Directors' remuneration

-

23,333

Auditors' fees

-

2,500

Miscellaneous expenses

-

202,566

-

265,524

 

7. Net asset value per share

 

Net asset value attributable per share

2011

2010

p

p

Participating shares

5.2

69.8

Net asset value

2011

2010

£

£

Participating shares

266,392

1,556,858

 

8. Earnings per share

 

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary

equity holders of the Company by the weighted average number of participating ordinary shares outstanding during the year.

 

Diluted earnings per share are not applicable to the Company, since there is only one participating class of share issued by the Company.

 

The following reflects the income and share data used in the basic earnings per share computation:

 

 

2011

2010

(Loss)/profit attributable to ordinary shareholders

£ (5,731)

£ 500,337

Weighted average of shares in issue

2,869,107

4,632,365

Basic (loss)/earnings per share

(0.2)p 

10.8p

 

 

9. Availability of Report and Accounts

 

Copies of the Report and Accounts will be posted to shareholders today and will be available from the Company's registered office 8th Floor, Union House, Union Street, St Helier, Jersey JE4 8TQ, and on the Company's website www.choletinvestments.com.

 

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