DMTR.L Regulatory News (DMTR)

4 Apr 2007 14:48

Kanyon PLC04 April 2007 Kanyon Plc Accounts for the Period ended 31 January 2007 Highlights • The proposed acquisition of Solar Labs plc • Current cash resources of £3.3m and up to £3.9m post acquisition of Solar Labs plc • The Board is confident of progress in 2007 Chairman's Statement Your company was established in June 2006 and was admitted to trading on AIM inOctober of that year with a net £3.32 million raised in cash and a statedstrategy of seeking investments in or acquiring assets, businesses or companiesin the resources sectors. The Company reported a loss before tax for the period from incorporation on 13June 2006 to 31 January 2007 of £2,000 and total equity shareholders funds atthe period end amounted to £3.39 million including cash balances of £3.38million. I am delighted to inform you that your Board announced on 28 March 2007 that,subject to your approval, the Company is proposing to acquire the entire issuedshare capital of Solar Labs Plc ("Solar Labs"). Solar Labs is currently a startup business with the objective of harnessing a diverse range of technologies tosupport the development of complete and economically viable solar energysolutions. The total consideration payable for Solar Labs of approximately £4.34 millionwill be satisfied by the issue of 433,841,307 new Ordinary Shares. The newOrdinary Shares will be issued at 1 pence per share at a 3.75 pence discount tothe mid market closing price of 4.75 pence per Ordinary share on 27 March2007.The consideration shares will rank pari passu with the existing OrdinaryShares. On completion of the acquisition, it is proposed that two of Solar Labs'directors, David Norwood and Alan Aubrey, will join your Board. At that time, Iwill change my role from that of non executive Chairman to that of non-executivedirector and David will take on the role of non-executive Chairman. Solar energy has the theoretical potential to meet global energy requirementsmany times over. The energy reaching the earth's surface from the sun exceedshuman power consumption by over five thousand times. In maximising the captureof solar energy for human exploitation, the Directors see the potential for manyparallel solar-based energy industries to co-exist, each meeting differentenergy needs using tailored methods of capture, transition, delivery andconsumption. Solar Labs aims to become a leading developer and provider of technologysolutions to the solar energy industries and may use a combination of researchcollaborations, organic development and acquisitions to develop a portfolio ofintellectual property rights within solar energy. As part of this process, SolarLabs will leverage its considerable experience in the development ofcollaborations with academic research intuitions to commercialise intellectualproperty and also expects to benefit significantly from the experience andexpertise of its chief scientific adviser, Prof. Peter Dobson. Your company had audited net assets of £3.30 million as at 31 January 2007represented almost entirely by cash balances and Solar Labs had unaudited netassets of £0.6 million at 31 January 2007 also represented almost entirely bycash balances. The enlarged Group will therefore have net assets ofapproximately £3.90 million after transaction costs of the deal to meet itsongoing investment strategy which your Board will pursue whilst continuing tomaintain a low cost structure for the Company. Following completion of the acquisition your Directors will continue to identifyopportunities they believe fulfill the Company's original objectives ofinvesting in the energy and resources sectors but the focus will be in the fieldof renewable energies and solar energy solutions which are complementary to theCompany's enlarged business. I am confident that your Company will make considerable progress in itsdevelopment during 2007. Matthew Sutcliffe Non-Executive Chairman KANYON PLCINCOME STATEMENTFor the period from incorporation on 13th June 2006 to 31 January 2007 Notes 2007 £'000 Administrative expenses 52) ________OPERATING LOSS (52) Interest receivable 50 ________ (2)LOSS BEFORE TAXATION Taxation - ________ RETAINED LOSS FOR THE PERIOD (2) ======== LOSS PER SHARE Basic and diluted 0.00 p 2 0.00p ======= ======= STATEMENT OF CHANGES IN EQUITYFor the period from incorporation on 13th June 2006 to 31 January 2007 Share Share Retained Total Capital Premium Earnings Equity £'000 £'000 £'000 At 13th June 2006 - - - Issue of shares 450 3,150 - 3,600 Expenses of issue of - (213) - (213)shares Net loss for the year - - (2) (2) ________ ________ ________ ________At 31 January 2007 450 2,937 (2) 3,385 ======= ======= ======= ===== KANYON PLCBALANCE SHEET31 January 2007 Notes 2007 £'000 ASSETS Current assetsTrade and other receivables 21Cash and cash equivalents 3,381 ________ TOTAL ASSETS 3,402 ________ LIABILITIES Current liabilitiesTrade and other payables (17)Tax liabilities - ________ TOTAL LIABILITIES (17) ________ NET ASSETS 3,385 ======== EQUITYIssued capital 3 450 Share premium 2,937 Revenue reserve (2) ________ TOTAL EQUITY SHAREHOLDERS' FUNDS 3,385 ======== KANYON PLC CASH FLOW STATEMENTFor the period from incorporation on 13th June 2006 to 31 January 2007 2007 £'000OPERATING ACTIVITIESOperating loss (52)(Increase) in trade and other receivables (7)Increase in trade and other payables 17 ________ Net cash outflow from operations (42) ________ FINANCING ACTIVITIESProceeds from issue of share capital 3,600Expenses of issue of share capital (213)Interest received 36 ________ Net cash inflow from financing activities 3,423 ________ INCREASE IN CASHAND CASH EQUIVALENTS 3,381 Cash and cash equivalents at 13th June 2006 - CASH AND CASH EQUIVALENTS ________AT 31 JANUARY 2007 3,381 ======== KANYON PLC NOTES TO THE FINANCIAL STATEMENTS 1. ACCOUNTING POLICIES Basis of accounting The financial statements have been prepared under the historical cost conventionin accordance with International Financial Reporting Standards ("IFRS"). 2. EARNINGS PER SHARE Basic earnings per share is based on the net loss for the period of £2,000attributable to equity shareholders related to the weighted average number ofordinary shares in issue during the period of 248,491,380. Fully dilutedearnings per share is the same as basic earnings per share. 3. SHARE CAPITAL 2007 2007 Number £'000 Authorised:Ordinary shares of 0.1p 1,000,000,000 1,000,000 Allotted, issued andfully paid Ordinary shares of 0.1p 450,000,000 450 ============= ========= The Company was incorporated on 13 June 2006, on which date the authorised sharecapital was £1,000,000 divided into 100,000,000 shares of 0.1p each, 2 of whichwere issued at par value. On 3 August 2006 the Company allotted and issued 99,999,998 shares of 0.1p eachfor cash at par value. On 10 October 2006 the Company placed 350,000,000 shares of 0.1p each on theAlternative Investment Market (AIM) each at a price of 1p, resulting in a sharepremium of £3,150,000. 4. RELATED PARTY TRANSACTIONS Trading transactions During the period the Company entered into the following transactions with OraCapital Partners Plc which as at 31 January 2007 holds 52.3 per cent. of theCompany's issued share capital: 2007 £'000 Management consultancy fees charged Ora Capital Partners Plc in the period 5Amounts owed to Ora Capital Partners Plc at the period end 1 ======RELATED PARTY TRANSACTIONS (Continued) Directors' transactions Directors' remuneration. The remuneration of the individual directors isprovided in the Directors' Report. Directors' interests in Ora Capital Partners Plc .The directors had investmentsin Ora as follows as at 31 January 2007: Director % of issued share capital of Ora held Matthew L Sutcliffe 0.14%Michael A Bretherton 0.08%Byron D Lloyd 0.07% Michael Bretherton is also a director of Ora Capital Partners Plc. 5. SUBSEQUENT EVENTS The Board announced on 28 March 2007 that, subject to shareholder approval, theCompany is proposing to acquire the entire issued share capital of Solar Labs Plc. SolarLabs is currently a start-up business with the objective of harnessing a diverserange of technologies to support the development of complete and economically viable solar energy solutions. The total consideration payable for Solar Labs of approximately £4.3 millionwill be satisfied by the issue of 433,841,307 new Ordinary Shares. The newOrdinary Shares will be issued at 1 pence per share at a 3.75 pence discount tothe mid market closing price of 4.75 pence per Ordinary share on 27 March2007.The consideration shares will rank pari passu with the existing OrdinaryShares. Under the terms of a deed of amendment dated 28 March 2007, Matthew Sutcliffeagreed that the option granted to him on 3 October 2006 be amended so that it isan option to subscribe for 1,250,000 Ordinary Shares (not 5,000,000 Ordinary Shares) and that it now isexercisable when the Company, or any subsidiary, has acquired shares or otherassets in accordance with the Company's ongoing investment strategy in theenergy and resources sectors (where the focus will now be in the field ofrenewable energies and solar energy solutions) and where the aggregateconsideration paid by the Company exceeds £3,000,000. This information is provided by RNS The company news service from the London Stock Exchange