Last checked at 26 Feb 2010 14:38
AIM Investments Plc ("AIMI" or the "Company)
Interim results for the period ended 30 November 2009
I have recently taken over as acting Chairman of the Board following the resignation of Simon Hume Kendall. I am pleased to report my first set of interim results to 30 November 2009, which are the first set of financial statements that reflect the business of AIM Investments plc since the disposal of the material subsidiary, Medsea UK Ltd. These results therefore exclude any income, assets and liabilities associated with the previous business. I would also like to take this opportunity to update you on behalf of the Board on the implementation of the Company's investing policy ("Investing Policy") and its current working capital position.
Following the disposal and fundamental change of business at the end of April 2009, the Company became an investing company as defined by the AIM rules. The Company adopted an Investing Policy to facilitate profitable companies being admitted to the UK's junior stock markets. The Company has been seeking to raise funds to implement its business plan and the Directors hope to have secured an investment to fund its first investment by the end of March 2010. A conditional engagement has been entered into with a target investee company which is subject to the Company raising the finance it requires and the investment being achieved.
The Directors have also been considering options that may result in a reverse takeover as defined per AIM rule 14. The board is currently reviewing opportunities and undertaking due diligence to progress the specific opportunities and hopes to complete a transaction in the required timeframe.
Nominated Adviser
The Company's current Nominated Adviser and Broker, ZAI Corporate Finance and ZAI, formally notified the Company on 25 February 2010 of their intention to resign on 11 March 2010. The Company has already identified a potential replacement Nominated Adviser and Broker and are confident of being taken on by this party subject to a number of conditions being satisfied. Such conditions include, but are not limited to, an identified investment of £150,000 being in place, which the Directors are confident of securing in March 2010, and receiving the continued financial support of Maji Capital Partners Group Plc through the provision of a working capital facility.
If a replacement Nominated Adviser is not appointed before 11 March 2010, the Company's shares will be suspended from trading on AIM until such time as a new Nominated Adviser is appointed.
Appointment and Resignation of Directors
Andrew Fletcher replaced Alberto Gil as Non-Executive Finance Director on 11 September 2009.
Andrew Meikle resigned as Chairman and Executive Director on 28 September 2009.
Simon Hume Kendall was appointed as Non-Executive Chairman on 22 October 2009 and resigned on 8 February 2010.
Review of the Financial Results
I would like to clarify that the Long Term Liability of £22,000 relates to loans provided by Maji Capital Partners Group Plc, a company connected to Andrew Meikle, who resigned as a director of the Company on 28 September 2009. The loans have been provided to ensure that the Company is able to sustain its working capital position.
The company has been operating from a very low cost base in the previous six months. All of the directors have chosen not to take a fee or to reduce their fee until a substantial investment in the company is achieved. Most of the extraordinary costs incurred to date relate to professional advice for the corporate changes that occurred in April/May 2009 and an employment tribunal case relating to the previous group's business, which was successfully defended.
Loan to AIM Investments Plc and working capital
AIM Investments Plc is currently financed through the provision of loans by Maji Capital Partners Group plc ("Maji Capital"), a company connected to Andrew Meikle, who resigned as a director on 28 September 2009.
Maji Capital originally provided a working capital facility of up to £150,000 to the Company for a minimum period of eighteen months from April 2009. This loan was repayable on demand after 12 months and non-interest bearing until duly demanded and accrued on a daily basis at an annual rate of 5%. The obligation to provide the working capital facility was guaranteed by two of the directors at the time, Andrew Meikle (resigned 28 September 2009) and Alexandra Eavis.
Loans provided by Maji Capital to the Company under the terms of this agreement amounting to £140,669.85 (representing total amounts lent to the Company up to 31 August 2009) was converted into 16,094,948 new ordinary shares in the Company on 16 October 2009. The capitalization of this loan was executed at the price of 0.874 pence per new ordinary share, being the Company's average closing share price over the previous 3 months (1 June 2009 to 31 August 2009). This loan included monies paid to creditors of the previous operating business, which amounted to approximately £120,000, and part of the working capital facility provided by Maji Capital.
The company continues to be financially supported by a working capital facility provided to it by Maji Capital. The current facility is uncapped and is repayable on demand at anytime after 31 March 2011. The facility is non-interest bearing. Funds continue to be drawn down when necessary and will continue to do so until such time as the Company raises alternative funds or begins to trade. At 30 November 2009, the amount outstanding and drawn down under this facility was £22,000. At the date of publication of these accounts, it was £61,000.
The Board therefore considers that the availability of the working capital facility from Maji Capital Partners plc provides a basis on which the company can continue to trade as a going concern.
Future of the Company
The Company is cautiously optimistic that it will secure the funds required to execute its investing strategy or complete a reverse takeover. The Company is obliged to have completed either by no later than 30 April 2010 in order to satisfy the AIM Rules or it will otherwise be suspended from trading. The Company has not entered into a binding agreement to make an investment or acquire any business nor does it have the requisite funds to pursue any investment or acquisition currently until funds are secured.
Finally, I would like to thank all the shareholders that have supported our current investing policy and would like to assure them that we are doing all in our power to secure the necessary funds and deal flow to build value for all our shareholders in the future.
I look forward to reporting to you again shortly and thank you for your loyalty throughout this difficult development period.
…………………………………………
Sir Bernard Zissman
Acting Chairman
Date: 25 February 2010
Contact details:
| Andrew Fletcher/ Alexandra Eavis AIM Investments plc www.aiminvestmentsplc.com
| 08702 701 111 |
| ZAI Corporate Finance Ltd Ray Zimmerman/David Newton www.zaicf.com | 020 7060 2220 |
AIM INVESTMENTS PLC
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS TO 30 NOVEMBER 2009
|
|
| Unaudited 6 months 30-Nov |
|
|
| 2009 |
|
| Notes | £'000 |
| Revenue | 2 | 1 |
| Administrative expenses |
| (14) |
| Loss before taxation |
| (13) |
| Tax charge on loss |
| - |
| Loss for the period |
| (13) |
| Loss per share (pence) Basic and diluted | 8 | (0.02) |
| None of the company's activities were acquired or discontinued during the above period. |
|
|
AIM INVESTMENTS PLC
UNAUDITED STATEMENT OF FINANCIAL POSITION
AS AT 30 NOVEMBER 2009
|
|
| Unaudited 6 months 30-Nov |
|
| Notes | 2009 |
|
|
| £'000 |
| ASSETS Non-current assets Property, plant and equipment |
4 | 3 |
|
|
| 3 |
| Current assets Trade and other receivables |
5 | 8 |
| Cash and cash equivalents |
| 3 |
|
|
| 11 |
| Total assets |
| 14 |
| EQUITY AND LIABILITIES Shareholders' equity Share capital |
7 |
7,814 |
| Share premium |
| 147 |
| Merger reserve |
| (7,060) |
| Retained earnings |
| (1,028) |
|
|
| (127) |
| Current liabilities Trade and other payables |
6 | 141 |
| Total equity and liabilities |
| 14 |
The interim financial information was approved at a meeting of the board held on 25 February 2010 and signed on its behalf by
…………………………………………………
A Fletcher
Director
AIM INVESTMENTS PLC
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS TO 30 NOVEMBER 2009
|
| Share capital |
| Share premium |
| Merger reserve |
| Retained earnings |
| Total equity |
|
| £'000 |
| £'000 |
| £'000 |
| £'000 |
| £'000 |
| Balance at 1 June 2009 | 7,798 |
| 22 |
| (7,060) |
| (1,015) |
| (255) |
| Profit for the period | - |
| - |
| - |
| (13) |
| (13) |
| Total recognised income and expense for the period | - |
| - |
| - |
| (13) |
| (13) |
| Issue of shares | 16 |
| 125 |
| - |
| - |
| 141 |
|
Balance at 30 November 2009 | 7,814 |
| 147 |
| (7,060) |
| (1,028) |
| (127) |
AIM INVESTMENTS PLC
UNAUDITED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS TO 30 NOVEMBER 2009
|
|
| Unaudited 6 months 30-Nov |
|
| 2009 | |
|
| £'000 | |
| Cash flows from operating activities Loss before tax | (13) | |
| Adjustments for: Depreciation | 1 | |
| Increase in trade and other receivables | (8) | |
| Decrease in trade and other payables | (116) | |
| Cash generated from operations | (136) | |
| Tax on profits paid | - | |
| Net cash used in operating activities | (136) | |
| Cash from investing activities Purchase of property, plant and equipment | (4) | |
| Net cash used in investing activities | (4) | |
| Cash from financing activities Share issues | 141 | |
| Net cash generated from financing activities | 141 | |
| Net increase in cash and cash equivalents | 1 | |
| Cash and cash equivalents at the beginning of the period | 2 | |
| Cash and cash equivalents at the end of the period | 3 | |
AIM INVESTMENTS PLC
NOTES TO THE UNAUDITED INTERIM FINANCIAL INFORMATION
FOR THE SIX MONTHS TO 30 NOVEMBER 2009
1 Principal accounting policies
Basis of preparation
Aim Investments PLC prepares its interim report and financial statements on the basis of International Financial Reporting Standards (IFRS) as adopted for use by the European Union (EU). The financial information presented herein has been prepared in accordance with IAS 34 "Interim Financial Reporting" and in accordance with the accounting policies expected to be used in preparing the Aim Investments PLC report and financial statements for the period ended 31 May 2010, which, other than as set out below, do not differ significantly from those used for the report and financial statements for the period ended 31 May 2009.
The revision to IAS 1 is relevant to the company and is mandatory for the first time for the financial period beginning on 1 June 2009. IAS 1 (revised), 'Presentation of financial statements' prohibits the presentation of items of income and expenses (that is 'non-owner changes in equity') in the statement of changes in equity, requiring 'non-owner changes in equity' to be presented separately from owner changes in equity. All 'non-owner changes in equity' are required to be shown in a performance statement. Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and statement of comprehensive income). The company has elected to present one statement. The interim financial statements have been prepared under the revised disclosure requirements.
The financial information shown in this six month review is unaudited and does not constitute statutory financial statements within the meaning of Section 435 of the Companies Act 2006.
The financial statements for the period ended 31 May 2009, which were prepared under IFRS, have been reported on by the company's auditor and delivered to the Registrar of Companies. The report of the auditor was qualified in respect of a limitation of scope regarding the discontinued operations in the Spanish subsidiaries.
During the financial period immediately prior to the one being reported on, the company undertook a fundamental reorganisation which included the disposal of all trading subsidiaries. These subsidiaries were responsible for the entire trading activities of the group in that period. Given that the company now has no such trading activities and has embarked upon an entirely new line of business, it has thus decided to omit any comparative financial information in this announcement. The board feel that publishing such information could be misleading given the fundamental changes which have been undertaken to the underlying trade of the company during the period to which such comparatives would relate. The company website contains full historical financial details of the period in question. The board can confirm that the omission of this comparative information is of minor importance only and is unlikely to influence the assessment of the Company's assets and liabilities, financial position, profits and losses and prospects.
2 Revenue
Revenue in the period came from the residual items from the old business. In future periods revenue will be recognised in accordance with the stated investment policy and will only be recognised when an investment has been completed in a client company.
3 Going concern and related party transactions
The company continues to be financially supported by a working capital facility provided to it by Maji Capital Partners Group plc. This facility is uncapped and is repayable on demand at anytime after 31 March 2011. The facility is non-interest bearing. At 30 November 2009, the amount drawn down under this facility was £22,000 and at the date of approval of these accounts was £61,000. During the period to 30 November 2009, a loan from Maji Capital Partners plc of £140,669.85 was converted into ordinary share capital at 0.874p per share, a price equivalent to the average of the three months immediately preceding the date of conversion. Maji Capital Partners Group plc is a company owned by Andrew Meikle, who was a director of AIM Investments plc until 28 September 2009.
The board therefore consider that the availability of the working capital facility from Maji Capital Partners Group plc provides a basis on which the company can continue to trade as a going concern.
4 Property, plant and equipment
|
|
| Unaudited Total |
|
|
| £'000 |
|
| Cost Additions | 4 |
|
| At 30 November 2009 | 4 |
|
| Depreciation Charge for year | 1 |
|
| At 30 November 2009 | 1 |
|
| Net book value At 30 November 2009 | 3 |
| 5 | Trade and other receivables |
|
|
|
| Unaudited 30-Nov |
|
|
| 2009 £'000 |
|
| Corporation tax receivable | - |
|
| Prepayments and accrued income | 8 |
|
|
| 8 |
| 6 | Trade and other payables |
|
|
| Unaudited 30-Nov | |
|
| 2009 | |
|
| £'000 | |
| Loans | 22 | |
| Trade payables | 61 | |
| Other taxation and social security | 14 | |
| Accruals and deferred income | 44 | |
|
| 141 | |
| 7 | Share capital |
|
|
| Unaudited 30-Nov 2009 £'000 | |
| Authorised Equity shares 2,280,038,212 ordinary shares of 0.1p each | 2,280 | |
| 77,979,412 deferred shares of 9.0p each | 7,018 | |
| 77,979,412 deferred shares of 0.9p each | 702 | |
|
| 10,000 | |
| Allotted Equity shares 94,074,360 allotted, called up and fully paid ordinary shares of 0.1p each |
94 | |
| 77,979,412 allotted, called up and fully paid deferred shares of 9.0p each | 7,018 | |
| 77,979,412 allotted, called up and fully paid deferred shares of 0.9p each | 702 | |
|
| 7,814 | |
During the period to 30 November 2009 the company issued 16,094,948 0.1p ordinary shares at a premium of 0.774p per share.
8 Loss per share
The unaudited calculation of the earnings per share is based on the loss attributable to the equity holders for the period of £12,970 and on a weighted average of 81,497,434 shares in issue during the period.