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Final Results

24 Nov 2011 07:00

RNS Number : 6632S
Rubicon Diversified Investments PLC
24 November 2011
 



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

 

Consolidated statement of comprehensive income

 

 

2011

2010

 

£'000

£'000

 

 

Continuing operations

Revenue

-

-

 

Operating charges

(68)

(48)

Operating loss

3

(68)

(48)

 

 

Finance income

-

-

 

Finance charges

-

-

 

 

Loss from continuing activities before tax

(68)

(48)

 

 

Tax charge

-

-

 

Loss from continuing activities after tax

(68)

(48)

 

 

Profit from discontinued operations 2

 

25

91

 

 

(Loss)/profit and total comprehensive income for the year

(43)

43

 

 

 

 

(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

 

 

 

 

 

 

 

 

 

 

 

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)

 

Investing activities

Purchase of property, plant and equipment

(7)

(3)

Net cash used in investing activities

(7)

(3)

 

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

 

Net movement in cash

10

61

Opening cash balance

7

(54)

Closing cash balance

17

7

 

Classified on the Group balance sheet as:

 

Cash and cash equivalents

3

7

Assets held for sale

2

14

-

Closing cash balance

17

7

 

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

============

============

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

-

============

============

 

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

============

============

 

 

ENDS

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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