24 Nov 2011 07:00
Rubicon Diversified Investments Plc ("The Company")Statement of results for the year ended 30 June 2011
Rubicon Diversified Investments Plc (AIM: RUBI) announces its results for the year ended 30 June 2011.
Highlights
·; Sale of Rubicon Software Limited for £140,000 plus conversion of 9.3 million of the Company's shares into deferred shares, in August 2011
·; Change of strategic direction as investment company
·; Placing of new shares to raise £400,000 announced in November 2011
For more information contact:
Rubicon Diversified Investments Plc www.rubicondiv.co.ukRobert Burnham, Chairman - 07776 133421
WH Ireland Limited (Nominated Advisor and Broker) www.wh-ireland.co.ukJohn Wakefield - 0117 945 3420
Chairman's statement
Disposal of Rubicon Software Limited
As announced on 14 July 2011 and confirmed on 5 August 2011, the Company sold its entire shareholding in Rubicon Software Limited (RSL) to iAccel Limited, a company controlled by Alistair Hancock. Consideration for the sale amounted to approximately £140,000 in cash plus the conversion of 9,312,576 of the Company's shares (representing approximately 21% of the Company's issued share capital) held by Alistair Hancock, into deferred shares to which no rights attach.
The rationale for the disposal was explained in some detail in the announcement on 14 July 2011. In short, the Directors were of the view that the prospects for RSL yielding a significant increase in shareholder returns were small, and hence they believed that the Company should take a new strategic course as an investment company with a view to creating increased shareholder value through diversifying into a new market sector or sectors offering more visible growth potential.
This course of action was approved by shareholders at a general meeting held on 5 August 2011 and the disposal was duly completed.
Shortly afterwards, the Company's name was changed to Rubicon Diversified Investments Plc, reflecting the change in strategic direction.
Placing of shares
As announced on 18 November 2011, the Company has raised £400,000 by way of a placing of 40,000,000 ordinary shares at 1p per share with Lonrho PLC and certain individual investors. Of the 40,000,000 ordinary shares, the placing of 36,000,000 is conditional on the passing of various resolutions at a general meeting to be held on 13 December 2011.
The proceeds of the placing will be used to enable the Company to undertake due diligence on identified potential acquisition opportunities. More details of the placing and the resolutions to be put before shareholders at the general meeting to be held on 13 December 2011 were given in the circular to shareholders dated 18 November 2011 which was sent to shareholders and is available for download from the Company's website at www.rubicondiv.co.uk.
Financial results
As the disposal was completed after the year end the accompanying Group financial statements include the results of RSL. However, as the disposal was highly probable as at the period end, those results are classified as discontinued activities.
The Group's loss for the year amounts to £43,000 (2010: profit of £43,000) which includes profit from discontinued operations of £25,000 (2010: £91,000).
Future plans and prospects
The Directors are investigating various investment opportunities consistent with the Company's proposed new investing policy. On 18 November 2011 the Company announced its intention to focus on investment opportunities in the aviation and aviation services sector with a particular focus on Africa, subject to the new investing policy being adopted by shareholders at the General Meeting to be held on 13 December 2011.
We are confident that in the coming months, assisted by our new shareholders and Board members, we will be able to identify one or more suitable opportunities for acquisition, and we look forward to building the Company into a significant participant in the global aviation and aviation services sector with a particular focus on Africa.
Robert Burnham
Chairman
23 November 2011
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Consolidated statement of comprehensive income
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2011 | 2010 |
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£'000 | £'000 |
| |||
Continuing operations Revenue | - | - |
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Operating charges | (68) | (48) | |||
Operating loss | 3 | (68) | (48) |
| |
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Finance income | - | - |
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Finance charges | - | - |
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Loss from continuing activities before tax | (68) | (48) |
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Tax charge | - | - |
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Loss from continuing activities after tax | (68) | (48) |
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Profit from discontinued operations 2
| 25 | 91
|
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(Loss)/profit and total comprehensive income for the year | (43) | 43 |
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|
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(Loss)/profit per share (basic and diluted) | Pence | Pence |
| ||
Continuing operations Discontinued operations |
(0.16) 0.06 | (0.12) 0.22 | |||
Total | (0.10) | 0.10 | |||
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Consolidated balance sheet
2011£'000 | 2010 £'000 | ||
Assets Non-current assets | |||
Trade and other receivables due after more than one year | - | 328 | |
Property, plant and equipment | - | 9 | |
- | 337 | ||
Current assets
Cash and cash equivalents | 3 | 7 | |
Trade and other receivables due within one year | 5 | 190 | |
8 | 197 | ||
Assets held for sale | 2
| 431
| - |
Total assets | 439 | 534 | |
Equity
Called up equity share capital | 437 | 436 | |
Share premium account | 416 | 414 | |
Share option reserve | 14 | 17 | |
Merger reserve | 596 | 596 | |
Retained earnings | (1,266) | (1,238) | |
Total equity | 197 | 225 | |
Liabilities | |||
Non-current liabilities | |||
Trade and other payables | - | 4 | |
Current liabilities | |||
Trade and other payables | 29 | 305 | |
Liabilities associated with assets held for sale
| 2
| 213
| -
|
Total liabilities | 242 | 309 | |
Total liabilities and equity | 439 | 534 |
Consolidated cash flow statement Operating activities |
2011 £'000
| 2010 £'000
| |
Result for the year | (43) | 43 | |
Impairment of intangible assets | - | 166 | |
Amortisation of intangible assets | - | 60 | |
Depreciation of property, plant and equipment | 7 | 14 | |
Change in trade and other receivables | 106 | (320) | |
Change in trade and other payables | (5) | 4 | |
Share option charges | 12 | 2 | |
Cash flows from operating activities | 77 | (31) | |
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Investing activities | |||
Purchase of property, plant and equipment | (7) | (3) | |
Net cash used in investing activities | (7) | (3) | |
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Financing activities | |||
Proceeds from the issue of shares | 3 | 35 | |
Loans advanced | - | 61 | |
Loans repaid | (61) | - | |
Finance lease payments | (2) | - | |
Interest paid | - | (1) | |
Net cash movement from financing | (60) | 95 | |
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Net movement in cash | 10 | 61 | |
Opening cash balance | 7 | (54) | |
Closing cash balance | 17 | 7 | |
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Classified on the Group balance sheet as:
Cash and cash equivalents | 3 | 7 | |
Assets held for sale | 2 | 14 | - |
Closing cash balance | 17 | 7 | |
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Consolidated statement of changes in equity
Share capital |
Share premium | Share options reserve |
Merger reserve |
Retained earnings |
Total equity | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Balance at 1 July 2009 | 402 | 413 | 15 | 596 | (1,281) | 145 |
Share issues | 34 | 1 | - | - | - | 35 |
Share based payments | - | - | 2 | - | - | 2 |
Transactions with owners | 34 | 1 | 2 | - | - | 37 |
Profit for the year and total comprehensive income
|
- |
- |
- |
- |
43 |
43 |
Balance at 30 June 2010 | 436 | 414 | 17 | 596 | (1,238) | 225 |
Balance at 1 July 2010 | 436 | 414 | 17 | 596 | (1,238) | 225 |
Share issues | 1 | 2 | - | - | - | 3 |
Share based payments | - | - | 12 | - | - | 12 |
Share options lapsed | - | - | (15) | - | 15 | - |
Transactions with owners | 437 | 416 | 14 | 596 | (1,223) | 240 |
Loss for the year and total comprehensive income
|
- |
- |
- |
- |
(43) |
(43) |
Balance at 30 June 2011 | 437 | 416 | 14 | 596 | (1,266) | 197 |
Notes to the statement of results
1 Status of financial information
The financial information included in this statement does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The financial information has been derived from the financial statements for the year which were approved on 23 November 2011, on which the auditors have given an unmodified report.
The annual report and financial statements will be available on the Company's website www.rubicondiv.co.uk from around 28 November 2011 and copies will be sent to shareholders on or around the same date. The annual report includes notice of the Company's Annual General Meeting which is to be held at Thomas Eggar LLP, 76 Shoe Lane, London, EC4A 3JB, on 21 December 2011 at 13:30.
2 Discontinued operations
The Company sold its 100% shareholding in Rubicon Software Limited (RSL) on 5 August 2011. The sale was highly probable at 30 June 2011, therefore the activities of RSL are classed as discontinued operations and the associated assets and liabilities are classified as held for sale in accordance with International Financial Reporting Standard 5.
The amounts disclosed as discontinued in the income statement relate solely to the operations of Rubicon Software Limited and are analysed as follows:
2011 | 2010 | |
£'000
| £'000
| |
Revenue Other operating income Operating charges Finance costs Tax | 668 10 (650) (3) - | 1,147 15 (1,068) (2) (1) |
----------------- | ----------------- | |
Profit from discontinued activities | 25 | 91 |
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Substantially all revenue arose in the United Kingdom and all is attributable to the principal activity of consultancy and design, development and provision of computer software. This activity was discontinued on completion of the sale of RSL as described above.
Amounts in the cash flow statement that relate to discontinued activities are as follows:
2011 | 2010 | |
£'000
| £'000
| |
Operating cash flows Investing cash flows Financing cash flows | 72 (6) (63) | (31) (3) 60 |
============ | ============ |
Assets and liabilities classed as held for sale are analysed as follows:
Assets: Property, plant and equipment Receivables Cash and cash equivalents | 8 409 14 | - - - |
----------------- | ----------------- | |
Assets held for sale | 431 | - |
============ | ============ | |
Liabilities: Trade and other payables Accruals and deferred income Loans | 42 46 125 | - - - |
----------------- | ----------------- | |
Liabilities associated with assets held for sale | 213 | - |
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3 Operating loss
Operating loss is stated after charging:
2011£'000 | 2010£'000 | |
Fees payable to the Company's auditor for: - the audit of the Group's annual accounts | 20 | 19 |
- tax services | 4 | 4 |
============ | ============ |
Amounts included in discontinued operations that require separate disclosure are as follows:
Depreciation of property, plant and equipment - owned | 6 | 11 |
- leased Property lease costs Impairment of intangible assets Amortisation of intangible assets | 1 135 - - | 3 49 60 166 |
Share based payments | 12 | 2 |
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ENDS