28 Sep 2012 07:00
28 September 2012
ARMSTRONG VENTURES PLC
("Armstrong" or "the Company")
Unaudited Interim results for the six month period ended 30 June 2012
Chairman's Statement
Armstrong Ventures (AIM: AVP) is pleased to announce its interim results for the six month period ended 30 June 2012.
During the period under review there has been no operating activity and consequently the Company has not generated any revenue. The Company recorded a loss of £69,142 and a loss per share of 0.05p, which compares to a corresponding six month period loss last year of £33,365 and a loss per share of 0.02p.
Prior to this period, the then Directors had attempted to implement the Company's investment policy, which was to seek acquisitions or invest in companies in the technology sector in Europe, the Far East and North America. However despite reviewing several potential projects that were capable of fulfilling the company's criteria they were unable to implement the investment strategy. As per the AIM rules for Companies, as the Company had failed to implement its investment policy its shares were suspended with effect from 14 December 2011.
Events following period end
The Company substantially implemented its investment strategy in June 2012 and the AIM suspension was lifted and trading restored to the Company's shares on 15 July 2012.
In June, the Board announced the appointment of Peterhouse Corporate Finance Limited as broker to the Company and they conditionally placed £250,000 of zero coupon secured Loan Notes, which are convertible into new ordinary shares in the Company. The Placing was conditional on the Company undertaking a capital reorganisation, which was subject to shareholders' approval. A circular was sent to shareholders providing further information, inter-alia, on the Loan Notes and the share capital reorganisation of the Company, which the shareholders duly approved at a General Meeting on 19 July 2012.
Mr Robert Hayim and Mr Simon Marks resigned from the Board with effect from 19 July 2012 and Mr. Haresh Kanabar and I were appointed as Directors at the same time.
At the meeting on 19 July 2012, the shareholders also approved a new investment strategy of the Company: the Company will now seek to invest principally, but not exclusively in the resources and energy sectors. The Company will initially focus on projects located in Asia but will also consider investments in other geographical regions. The Company may be either an active investor and acquire control of a single company or it may acquire non-controlling shareholdings. Once a target has been identified, additional funds may need to be raised by the Company to complete a transaction. A further placing of £500,000 was carried out in July 2012, which gives us a reasonable amount of cash to enable us to continue to make investments in accordance with our investment strategy.
Since taking office as Directors, we have identified and reviewed a number of potential projects. Some of these are potentially capable of building shareholder value but none have so far emerged as suitable for investment. Where practical, the Directors have taken steps to ensure exclusive opportunities for investigation of the potential.
Notwithstanding continuing economic weakness, with reduced levels of growth in China, poor growth in the USA and the continuing problems of the Euro zone, there are compelling reasons to believe that the long-term outlook is for increased demand for energy, minerals and natural resources. There is thus good reason to believe that a significant number of projects in Africa and Asia will be economically viable. Political risk and other factors make a number of these unattractive to large, multi-national companies. We remain cautiously optimistic that an opportunity or opportunities to build shareholder value will be found in due course.
It has been and remains the policy of the Directors to exercise strict control over the Company's assets. The main disbursements have arisen from the settlement of obligations incurred before the current Directors took office including fees for brokers and auditors. We will continue to operate on a low cost basis whilst we seek to expand our activities.
I would like to take this opportunity to thank my fellow director, Mr Kanabar, our shareholders and our professional advisers for their support. I also wish to thank Mr Hayim and Mr Marks for steering the Company during a difficult time.
Joseph EgertonChairman
Income Statement
For the six months ended 30 June 2012
Six months ended 30 June 2012 (unaudited) | Six months ended 30 June 2011 (unaudited) |
Year ended 31 December 2011 (audited) | |
CONTINUING OPERATIONS | £ | £ | £ |
Administrative expenses | (69,142) | (33,365) | (46,915) |
Loss from ordinary activities before income tax and finance costs | (69,142) | (33,365) | (46,915) |
Net finance costs | - | - | - |
Loss before income tax | (69,142) | (33,365) | (46,915) |
Tax on loss on ordinary activities | - | - | - |
Net loss from ordinary activities | (69,142) | (33,365) | (46,915) |
Basic and diluted earnings per share | (0.05p) | (0.02p) | (0.03p) |
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The results for the six months ended 30 June 2012 and 30 June 2011 have been prepared on the basis that all operations are continuing operations.
Balance Sheet
As at 30 June 2012
As at 30 June 2012 (unaudited) | As at 30 June 2011 (unaudited) | As at 31 December 2011 (audited) | |
£ | £ | £ | |
Assets | |||
Non-current Assets | |||
Fixed asset investments | 49,900 | 49,900 | 49,900 |
49,900 |
49,900 |
49,900 | |
Current assets | |||
Other receivables | - | 11,010 | 1,715 |
Cash & cash equivalents | 2,585 | 35,853 | 1,589 |
2,585 |
46,863 |
3,304 | |
Total assets | 52,485 | 96,763 | 53,204 |
Equity and liabilities | |||
Share capital and reserves | |||
Issued capital | 623,301 | 623,301 | 623,301 |
Share premium account | 3,729,817 | 3,729,817 | 3,729,817 |
Other components of equity | - | 372,973 | - |
Merger reserve | 6,797,313 | 6,797,313 | 6,797,313 |
Retained earnings | (11,177,866) | (11,468,147) | (11,108,724) |
Translation reserve | - | - | - |
Total equity | (27,435) | 55,257 |
41,707 |
Non-current liabilities | - | - | - |
Current liabilities | |||
Trade & other payables | 79,920 | 41,506 | 11,497 |
Related party | - | - | - |
Deferred income | - | - | - |
Short-term borrowing | - | - | - |
Total current liabilities | 79,920 | 41,506 | 11,497 |
Total liabilities | 79,920 | 41,506 | 11,497 |
Total equity and liabilities | 52,485 | 96,763 | 53,204 |
Cash Flow Statement
For the six months ended 30 June 2012
Six months ended 30 June 2012 (unaudited) | Six months ended 30 June 2011 (unaudited) | Year ended 31 December 2011 (audited) | |
£ | £ | £ | |
From continuing operations | |||
Cash flows from operating activities | |||
Net cash refunded by/(paid to) suppliers and employees | 996 | (72,879) | (107,143) |
Cash absorbed by operations |
996 |
(72,879) |
(107,143) |
Interest paid | - | - | - |
Interest received | - | - | - |
Net cash outflow from operating activities | 996 | (72,879) | (107,143) |
Cash flows from financing activities | |||
Cash injection following restructuring | - | 100,000 | 100,000 |
Net cash flows used in financing activities | - | 100,000 | 100,000 |
Exchange differences | - | - | - |
Net increase in cash and cash equivalents | 996 | 27,121 | (7,143) |
Cash and cash equivalents brought forward | 1,589 | 8,732 | 8,732 |
Cash and cash equivalents carried forward | 2,585 | 35,853 | 1,589 |
Represented by: | |||
Positive cash balance | 2,585 | 35,853 | 1,589 |
2,585 |
35,853 |
1,589 | |
Unaudited Statement of Changes in Equity
For the six months ended 30 June 2012
Share capital |
Share premium | Other components of equity |
Merger reserve |
Retained earnings |
Total | |
£ | £ | £ | £ | £ | £ | |
At 1 January 2011 | 623,301 | 3,729,817 | 372,973 | 6,797,313 | (11,434,782) | 88,622 |
Total comprehensive income for the period | - | - | - | - | (33,365) | (33,365) |
At 30 June 2011 | 623,301 | 3,729,817 | 372,973 | 6,797,313 | (11,468,147) | 55,257 |
Expiry of all options | (372,973) | 372,973 | - | |||
Total comprehensive income for the period | - | - | - | - | (13,550) | (13,550) |
At 31 December 2011 | 623,301 | 3,729,817 | - | 6,797,313 | (11,108,724) | 41,707 |
Total comprehensive income for the period | - | - | - | - | (69,142) | (69,142) |
At 30 June 2012 | 623,301 | 3,729,817 | 372,973 | 6,797,313 | (11,177,866) | (27,435) |
Notes to the Unaudited Interim Financial Statements for the six months ended 30 June 2012
1. Basis of preparation
These interim financial statements which have not been reviewed or audited by the Company's auditors include the financial position of the Company as at 30 June 2012 and the results of the Group's operations for the six months then ended. They have been prepared on accounting bases and policies that are consistent with those used in the preparation of the financial statements for the year ended 31 December 2011.
These interim financial statements have been prepared under the historical cost convention and are for the six months ended 30 June 2012.
The information set out in this interim report for the six months ended 30 June 2012 does not constitute statutory accounts as defined by section 434 of the Companies Act 2006. The statutory accounts for the year ended 31 December 2011, incorporating an unqualified auditor's report, have been filed with the Registrar of Companies.
The Company is now a shell company listed on AIM. The directors are currently reviewing a number of projects and investment opportunities and believe that the Company is well placed to progress.
2. Loss per share
The basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares in issue. In calculating the diluted loss per share, share options outstanding have been taken into account where the impact of these is diluted. Options were excluded from the calculation of the total diluted number of shares, as the impact of these is anti-dilutive.
The weighted average number of shares in the period was:
| Six months ended 30 June 2012 (unaudited) | Six months ended 30 June 2011 (unaudited) |
Year ended 31 December 2011 (audited) |
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Total | 148,970,525 | 148,970,525 | 148,970,525 |
Loss attributable to equity shareholders of the parent from continuing operations | (69,142) | (33,365) | (46,915) |
Basic and diluted loss per share - continuing | (0.05p) | (0.02p) | (0.03p) |
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3. Dividends
No dividends have been declared for the six months ended 30 June 2012.