31 Mar 2015 07:00
For Immediate Release 31 March 2015
Concha PLC
("Concha" or "the Company")
Interim Report for the period ended 31 December 2014
Introduction
We reported in October 2014 that the Board had been working on a plan to transform the Company into an investment vehicle focused on high impact global opportunities within the mobile, internet, sports, social media, digital and technology space. I am pleased to update shareholders that we are in discussions regarding a specific global opportunity within our investment scope that, if pursued to a successful conclusion, the Board believes will lead to a transformation of the Company. At present, there can be no guarantee that this investment will be successfully completed and the Board will update shareholders in due course about further developments regarding this specific global opportunity.
Interim Results
I am pleased to be able to present these results for a period in which the Company was able to further strengthen its balance sheet via the placing of 100m new shares for an aggregate consideration of £4m, formalise the appointment of Peter Read to the Board and in the period immediately following the period end, conclude the protracted settlement discussions with Concha's former legal advisors in connection with the former Moshen business. The combination of a further improved capital base and strengthening of the Board leaves us well placed to progress some of the exciting opportunities outlined above.
In October 2014, the Company completed the placing of 100m ordinary shares raising £4m from both new and existing shareholders. This, in combination with the exercise of 54,848,997 warrants raising a further £0.5m, has seen the Company bolster its cash reserves to £5.7m at the period end.
In September 2013, the Company instigated proceedings against its former legal advisors for losses suffered as a result of the failure to register a valid security interest in the assets of the Moshen business in respect of loan monies advanced. I am delighted to report that we have now agreed a settlement, which will draw a line under this legacy matter. Under the terms of the agreement we are restricted from disclosing either the terms or the quantum of the settlement. However, having taken into consideration both the cost and resource necessary to progress this matter more formally, I am pleased that we have managed to recover value from the situation and cleanse the distraction going forward.
Outlook
As outlined in the introduction we are now engaged in discussions with a specific global opportunity within our aforementioned investment focus. We will update the market further as soon as there are material developments to report.
Concha PLC |
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18 Buckingham Gate, London, SW1E 6LB |
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Enquiries: |
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Concha PLC |
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Chris Akers, Chairman | 07767 775888 |
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Spark Advisory Partners Limited (Nominated Adviser) | 020 7409 3495 |
Sean Wyndham-Quin |
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Mark Brady |
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Buchanan |
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Mark Edwards | 020 7466 5000 |
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JULY 2014 TO 31 DECEMBER 2014
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| Half year to | Half year to | Year Ended |
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| 31.12.2014 | 31.12.2013 | 30.06.2014 |
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| (Unaudited) | (Unaudited) | (Audited) |
| Notes | £000's | £000's | £000's |
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Revenue | 2 | 8 | 6 | 14 |
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Gross profit |
| 8 | 6 | 14 |
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General & administrative expenses |
| (286) | (203) | (941) |
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| ----------- | ----------- | ----------- |
Loss from operations before exceptional items |
| (278) | (197) | (927) |
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Exceptional write off of liabilities |
| - | (126) | (255) |
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| ----------- | ----------- | ----------- |
Loss before tax |
| (278) | (323) | (1,182) |
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Tax |
| - | - | - |
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Retained Loss after tax for the period |
| (278) | (323) | (1,182) |
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| _____ | _____ | _____ |
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Retained loss attributable to: |
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Owners of the company |
| (278) | (323) | (1,182) |
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Loss for period |
| (278) | (323) | (1,182) |
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| _____ | _____ | _____ |
Total comprehensive loss attributable to: |
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Owners of the company |
| (278) | (323) | (1,182) |
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Total comprehensive loss for the period |
| (278) | (323) | (1,182) |
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| _____ | _____ | _____ |
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Loss per share |
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Basic and diluted | 3 | - | - | - |
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| _____ | _____ | _____ |
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2014
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| As at | As at | As at |
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| 31.12.2014 | 31.12.2013 | 30.06.2014 |
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| (Unaudited) | (Unaudited) | (Audited) |
| Notes | £000's | £000's | £000's |
ASSETS |
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Non-current assets |
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Investments |
| 500 | 454 | 500 |
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| ----------- | ----------- | ----------- |
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| 500 | 454 | 500 |
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| ----------- | ----------- | ----------- |
Current assets |
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Trade and other receivables |
| 348 | 116 | 159 |
Cash and cash equivalents |
| 5,741 | 93 | 1,804 |
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| ----------- | ----------- | ----------- |
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| 6,089 | 209 | 1,963 |
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| ----------- | ----------- | ----------- |
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TOTAL ASSETS |
| 6,589 | 663 | 2,463 |
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| ====== | ======= | ======= |
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EQUITY |
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Share capital | 4 | 1,478 | 828 | 1,323 |
Deferred share capital |
| 1,795 | 1,795 | 1,795 |
Share premium reserve |
| 21,063 | 15,016 | 16,831 |
Warrant reserve |
| 190 | - | 232 |
Retained loss |
| (17,991) | (17,115) | (17,755) |
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| ---------------------- | ---------------------- | ---------------------- |
TOTAL EQUITY |
| 6,535 | 524 | 2,426 |
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| ========= | ========= | ========= |
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CURRENT LIABILITIES |
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Trade and other payables |
| 54 | 139 | 37 |
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TOTAL EQUITY AND LIABILITIES |
| 6,589 | 663 | 2,463 |
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| ========= | ========= | ========= |
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INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JULY 2014 TO 31 DECEMBER 2014
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| Deferred | Share |
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| Share | share | premium | Warrant | Retained | Total | Minority | Total |
| capital | capital | account | reserve | loss |
| interest | equity |
CONSOLIDATED | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's |
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Balance at 1 July 2014 | 1,323 | 1,795 | 16,831 | 232 | (17,755) | 2,426 | - | 2,426 |
Loss for the period | - | - | - | - | (278) | (278) | - | (278) |
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Total comprehensive income for the period | - | - | - | - | (278) | (278) | - | (278) |
Share capital issued | 155 | - | 4,232 | - | - | 4,387 | - | 4,387 |
Share based payments | - | - | - | (42) | 42 | - | - | - |
Balance at 31 December 2014 | 1,478 | 1,795 | 21,063 | 190 | (17,991) | 6,535 | - | 6,535 |
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CONSOLIDATED | £000's | £000's | £000's | £000's | £000's | £000's | £000's | £000's |
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Balance at 1 July 2013 | 595 | 1,795 | 14,413 | 131 | (16,792) | 142 | - | 142 |
Loss for the year | - | - | - | - | (323) | (323) | - | (323) |
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Total comprehensive income for the period | - | - | - | - | (323) | (323) | - | (323) |
Share capital issued | 233 | - | 603 | - | - | 836 | - | 836 |
Share based payments | - | - | - | (131) | - | (131) | - | (131) |
Balance at 31 December 2013 | 828 | 1,795 | 15,016 | - | (17,115) | 524 | - | 524 |
INTERIM CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 1 JULY 2014 TO 31 DECEMBER 2014
| Half Year to | Half Year to | Year Ended |
| 31.12.2014 | 31.12.2013 | 30.06.2014 |
| £000's | £000's | £000's |
| (Unaudited) | (Unaudited) | (Audited) |
Cash flow from operating activities |
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Loss for the period | (278) | (323) | (1,182) |
Loss on disposal of investments | - | - | (6) |
Share based payment | - | - | 320 |
Exceptional items | - | 115 | 234 |
| ------------- | ------------- | ------------- |
Operating cash flows before movements in working Capital | (278) | (208) | (634) |
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(Increase)/decrease in receivables | (189) | (4) | (41) |
Increase / (decrease) in payables | (85) | 70 | (24) |
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| (274) | 66 | (65) |
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| ------------- | ------------- | ------------- |
Net cash flow from operating activities | (552) | (142) | (699) |
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Cash flow from investing activities |
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Purchase of investments | - | (454) | (487) |
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Net cash flow from investing activities | - | (454) | (487) |
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Cash flow from financing activities |
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Net proceeds from issue of share capital
| 4,499 | 718 | 3,146 |
Loans advanced | (10) | (115) | (242) |
| ------------- | ------------- | ------------- |
Net cash flow from financing activities | 4,489 | 603 | 2,904 |
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Net cash inflow for the period | 3,937 | 7 | 1,718 |
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Cash and cash equivalents at start of period | 1,804 | 86 | 86 |
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Cash and cash equivalents at end of period | 5,741 | 93 | 1,804 |
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NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIOD ENDING 31 DECEMBER 2014
1. BASIS OF PREPARATION
The consolidated interim financial statements have been prepared on a going concern basis and in accordance with the recognition and measurement principles of International Financial Reporting Standards adopted for use in the European Union ("IFRS"). The accounting policies are unchanged from the financial statements for the year ended 30 June 2014.
The interim financial statements for the period ended 31 December 2014 have not been audited and do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 June 2014, prepared in accordance with IFRS, have been filed with the Registrar of Companies. The Auditors' report on these accounts was unmodified, did not include any matters to which the Auditors drew attention by way of emphasis of matter without qualifying their report and did not contain any statements under section 498 of the Companies Act 2006.
This Interim Financial Report was approved by the Board of Directors on 30 March 2015.
Statement of compliance
These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standard ('IAS') 34 - Interim Financial Reporting as adopted by the European Union. Accordingly the interim financial statements do not include all of the information or disclosures required in the annual financial statements and should be read in conjunction with the Group's 2014 annual financial statements.
Basis of consolidation
The consolidated financial statements comprise the financial statements of Concha PLC and its controlled entities. The financial statements of controlled entities are included in the consolidated financial statements from the date control commences until the date control ceases.
The financial statements of subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.
All inter-company balances and transactions have been eliminated in full.
With effect from 10 June 2014, Concha was no longer a group, following the striking off of its only subsidiary CC123 Limited.
2. TURNOVER AND SEGMENTAL ANALYSIS
All of the Company's activity and income and expenses in the periods ended 31 December 2014 and 31 December 2013 and for the year ended 30 June 2014 were incurred in the United Kingdom, and relate to Concha's ongoing investment activities.
3. LOSS PER SHARE
The calculation of the basis and diluted earnings per share is based on the following data:
| Half year to | Half year to | Year ended |
| 31.12.2014 | 31.12.2013 | 30.6.2014 |
Earnings |
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Earnings for the purposes of basic earnings per share net loss for the |
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period attributable to equity holders of the parent (£000's) | (278) | (323) | (1,182)
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Number of shares |
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Weighted average number of ordinary shares in issue (millions) | 1,364.9 | 742.4 | 887.1
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Number of dilutive shares under options (millions) | 357.0 | 241.7 | 225.9
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Weighted average number of shares incl. dilutive warrants (millions) | 1,721.9 | 984.1 | 1,113.0 |
The denominator for the purpose of calculating the basic earnings per share has been adjusted to reflect all capital raisings. Due to the loss incurred in the period, there is no dilutive effect resulting from the issue of share options, warrants and shares to be issued.
4. | SHARE CAPITAL | Number of | Nominal value | |||
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| a) Issued and Fully Paid: |
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| As at 1 July 2014 | 1,322,890,689 | 1,323 |
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| 21 July 2014 - for cash at 0.35 pence per share | 5,629,355 | 6 |
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| 21 July 2014 - for cash at 1.20 pence per share | 30,500,000 | 31 |
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| 11 August 2014 - for cash at 0.30 pence per share | 14,999,999 | 15 |
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| 26 September 2014 - for cash at 0.35 pence per share | 282,142 | - |
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| 22 October 2014 - for cash at 4.00 pence per share | 100,000,000 | 100 |
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| 6 November 2014 - for cash at 0.35 pence per share | 1,437,500 | 1 |
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| 25 November 2014 - for cash at 4.00 pence per share | 2,000,000 | 2 |
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| As at 31 December 2014 | 1,477,739,685 | 1,478 |
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| b) Deferred shares |
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| As at 1 July 2014 and 31 December 2013 | 181,303,419 | 1,795 |
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| c) Total warrants in issue |
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| During the half year, 102,000,000 warrants were issued (2013: 95,624,999) and 54,848,997 were exercised (2013: Nil) and 2,000,000 were cancelled (2013: Nil). |
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| As at 31 December 2014 the warrants in issue were: |
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| Exercise price | Expiry date | Warrants in Issue 31 December 2014 |
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| 0.35p | 07/06/2016 | 65,317,227 |
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| 0.35p | 01/03/2018 | 49,525,698 |
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| 0.25p | 31/12/2016 | 50,000,000 |
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| 1.20p | 30/04/2016 | 42,166,667 |
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| 8.00p | 04/11/2016 | 100,000,000 |
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| 307,009,592 |
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| d) Total options in issue |
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| During the half year, no options were issued (2013: 50,000,000). |
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| As at 31 December 2014 the options in issue were: |
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| Exercise price | Expiry date | Options in Issue 31 December 2014 |
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| 0.20p | 14/02/2017 | 50,000,000 |
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| 50,000,000 |
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5. | POST BALANCE SHEET EVENTS
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In March 2015, the Company concluded its settlement discussions with its former legal advisors for the losses suffered as a result of the failure to register a valid security interest in the assets of the former Moshen business in respect of loan monies advanced. Under the terms of the Settlement Agreement the Company is prohibited from making any disclosure as to the terms or the quantum of the settlement.
6. AVAILABILITY OF INTERIM RESULTS
Copies of the Interim Results for the six months to 31 December 2014 are available from the Company's registered address and will be available on the Company's website, www.concha-plc.com, later today.