Concha Regulatory News (CHA)

22 December 2015

Concha PLC("Concha" or the "Company")

Final Results for the Year Ended 30 June 2015

Concha (AIM: CHA), the AIM quoted investment company focused on investing in media, communications and technology companies, announces its audited final results for the year ended 30 June 2015.

A copy of the report and accounts for the year ended 30 June 2015 will be posted to shareholders today.

Enquiries:

ANNUAL RESULTS FOR THE YEAR ENDED 30 JUNE 2015

CHAIRMAN'S STATEMENT

Introduction

As many of you are aware, whilst the Board is disappointed that it has not added to its investment portfolio during the year, it has been able to further strengthen its balance sheet via the issue of 100 million new shares for a cash consideration of £4 million. The Board has also concluded a settlement in connection with Concha's former legal advisors in respect of the losses suffered as a result of their failure to register a valid security interest in the assets of one of the Company's former investee companies. The consequence of these events is that the Company is well placed to make new investments in line with its investment strategy.

Terminated investment talks

As announced on 17 December 2015, the Board had taken the decision to terminate lengthy negotiations with a specific global opportunity within its investment scope. Whilst the Board appreciates the significant time that has elapsed since it first announced that it had engaged in discussions with the identified target, your directors were keen to monitor its development before formalising any commitment. Having given much consideration to the complexity of the proposed transaction and to the current status of its offering, the Board felt it in the best interests of shareholders to withdraw from such discussions. Whist the time and effort spent on this identified opportunity has been considerable the Company has not expended significant cash resources during the process and as such its cash resources have been preserved.

The Works

The Company's 30% stake in The Works, The Complete Design Facility Limited ("Works") continues to represent the Company's only investee company. During the course of the last twelve months that business has sought to extend its reach via the formation of a number of strategic partnerships with established media agencies most notably in the US, Brazil and the Middle East. By leveraging Works' offerings via an already established digital agency network, Works will be able to quickly establish a presence in these new and exciting markets. Whilst the business has invested in its strategy of developing a more extensive geographic reach, it has once again delivered strong double-digit percentage EBITDA growth in the year to 30 September 2015.

Equity Fund Raising

In order to further strengthen its balance sheet, the Company raised £4 million in October 2014 by way of a subscription for 100 million new shares at 4.0p per share and also a further £0.5 million via the exercise of warrants during the course of the year. These subscriptions contributed to the Company's net cash position at financial year end of £5.5 million.

Board Changes

In March 2014, the board identified a strategic opportunity to expand its portfolio of investments within the mobile, internet, sports, social media, digital and technology space. During this period it has sought to strengthen its board via the appointment of new directors who bring the appropriate commercial and corporate experience required to support its strategic development. In September 2014, Peter Read was appointed to the Board, an individual who over the course of the last twelve months has made a significant contribution to the leadership and direction of negotiations with potential investee companies. In June of this year, Gordon Watson, Concha's Asian based non-executive director stepped down from Concha's Board to join a target investee company. We believe that these changes, coupled with the recent employment of a senior corporate finance executive provide Concha with appropriate skills for its future growth.

Future

With an experienced and capable team now in place and greater financial resources at its disposal, your Board is committed to ensuring the enhancement of long-term shareholder value via a robust investment process and the progression of opportunities identified over the course of recent months.

I would again like to close by thanking our shareholders and advisers who have supported the Company during the past financial year.

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 JUNE 2015

STATEMENT OF FINANCIAL POSITION

AT 30 JUNE 2015

STATEMENT OF CHANGES IN EQUITY

FOR THE YEARS ENDED 30 JUNE 2014 AND 2015

CASH FLOW STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 JUNE 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General information and authorisation of financial statements

Concha PLC is a public limited company incorporated and domiciled in England and Wales under the Companies Act 2006. The address of its registered office is 18 Buckingham Gate, London SW1E 6LB. The Company's ordinary shares are traded on the AIM Market operated by the London Stock Exchange. The financial statements of Concha PLC for the year ended 30 June 2015 were authorised for issue by the Board on 21 December 2015 and the balance sheets signed on the Board's behalf by Mr Chris Akers.

The nature of the Company's operations and its principal activities are set out in the Chairman's Statement.

Going Concern

The directors have prepared cash flow projections for the 12 months to 31 December 2016. Having taken into account all known costs, they are of the opinion that there is sufficient headroom, to continue as a going concern for the foreseeable future.

The financial statements do not contain the adjustments that would be required if the company were unable to continue as a going concern.

Statement of compliance with IFRS

The financial statements have been prepared in accordance with International Accounting Standards and interpretations issued by the International Accounting Standards Board as adopted by the European Union. The principal accounting policies adopted by the Company are set out below.

Revenue recognition

Revenue is recognised to the extent that the right to consideration is obtained in exchange for performance. Payment received in advance of performance is deferred on the balance sheet as a liability and released as services are performed or products are exchanged as per the agreement with the customer.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

Taxation

The tax expense represents the sum of the current tax and deferred tax.

The current tax is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never taxable or deductible. The liability for current tax is calculated by using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction, which affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled. Deferred tax is charged or credited in the income statement, except when it relates to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.

Financial instruments

Financial assets and financial liabilities are recognised on the balance sheet when the Company has become a party to the contractual provisions of the instrument

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, cash at bank and short term deposits with banks and similar financial institutions.

Trade and other receivables

Trade and other receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.

Financial liability and equity

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Trade and other payables

Trade and other payables are non-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.

Investments

Investments in unlisted companies are recorded at cost less provision for impairment.

Share Warrants

Warrants represent subscription rights for ordinary shares in Concha PLC. The warrant reserve represents the fair value of these warrants, determined using the Black-Scholes valuation model, using assumptions consistent with those used in calculating the fair value of share options.

Subject to the Memorandum and Articles of Association the warrant holder shall be entitled to subscribe to ordinary shares in the Company upon exercise of the warrants at subscription price. Warrants may be exercised in whole or in part (and from time to time) prior to the final exercise date. The warrants are transferable.

When the warrants are exercised, the company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the warrants are exercised.

When warrants lapse, any amounts credited to the warrants reserve are released to the retained earnings reserve.

Share-based payments

Where share options and warrants are awarded to employees, the fair value of the instruments at the date of grant is charged to the consolidated income statement over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of equity instruments that eventually vest. Market vesting conditions are factored into the fair value of the equity instruments granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

Where the terms and conditions of equity instruments are modified before they vest, the increase in the fair value of the equity instruments, measured immediately before and after the modification, is also charged to the consolidated income statement over the remaining vesting period.

When the equity instruments are exercised, the company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the equity instruments are exercised.

When equity instruments lapse, any amounts credited to the warrants reserve are released to the retained earnings reserve.

4. STAFF COSTS

The average monthly number of employees (including executive directors) for the year was as follows:

The highest paid director received £50,000 (2014: £50,000) and no directors received any pension contributions

during the year (2014: £Nil).

7. DIVIDENDS

The directors are precluded from declaring a dividend for the year (2014: £Nil).

8. LOSS PER SHARE

The calculation of the basic and diluted earnings per share is based on the following data:

The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings.

Other investments consist of a 30% stake in The Works, The Complete Design Facility Limited.

There are no significant credit risks arising from financial assets that are neither past due nor impaired.

All receivables as at 30 June 2015 and 30 June 2014 were denominated in Sterling.

The directors consider that the carrying amount of trade and other receivables approximates to their fair value.

Trade creditors principally comprise amounts outstanding for trade purchases and on-going costs.

The Directors consider that the carrying amount of trade and other payables approximates their fair value.

The Directors of the Company continue to be limited as to the number of shares they can allot at any time and remain subject to the allotment authority granted by the shareholders pursuant to section 551 of the Companies Act 2006.

The deferred shares have no voting rights, are not admitted to trading on AIM and are only entitled to negligible participation in the dividends and the return of the capital in the Company.

The Company has one class of ordinary shares, which carry no right to fixed income.

Total warrants in issue

During the year, 102,000,000 warrants were issued (2014: 183,333,333), 2,000,000 were cancelled (2014: Nil) and 54,848,997 were exercised (2014: 111,800,376).

The charge for the year in the income statement under the Black-Scholes valuation model for the warrants was £82,000 (2014: £320,000) and the transfer from the Warrant Reserve to the Retained Loss Reserve was £Nil (2014: £291,000) due to the exercise of the warrants.

As at 30 June 2015, the warrants in issue were:

Warrants represent subscription rights for ordinary shares in Concha PLC.

Subject to the Memorandum and Articles of Association the warrant holder shall be entitled to subscribe to ordinary shares in the Company upon exercise of the warrants at subscription price. Warrants may be exercised in whole or in part (and from time to time) prior to the final exercise date. The warrants are non-transferable.

13. RELATED PARTY TRANSACTIONS

Trading transactions

During the year, the Company entered into the following transactions with related parties:

Fees to Intrinsic Capital Services Limited comprise amounts paid to the Director through a limited company under an agreement to provide the Company with their services. These fees are derived from formalised contracts with each of those entities.

Related party transactions during the year were made on terms equivalent to those that prevail in arms length transactions.

Remuneration of key management personnel

The remuneration of the Directors, who are the key management personnel of the Company, is set out below:

14. CONTINGENT LIABILITIES

As at 30 June 2015, the Company did not have any contingent liabilities or litigation outstanding not provided for.

15. POST BALANCE SHEET EVENTS

On 2 July 2015, warrants were exercised for a total of 5,000,000 Ordinary 0.1p shares for a cash consideration of £400,000.

On 14 July 2015, warrants were exercised for a total of 70,000,000 Ordinary 0.1p shares for a cash consideration of £165,000.

The Directors were not aware of any significant post balance sheet events other than those set out above.