Gusbourne Regulatory News (GUS)

Shellproof Plc

(London-AIM: SHLP) ("Shellproof" or the "Company")

Results for the year ended 31 March 2013.

The Board of Shellproof Plc announces the audited results for the year ended 31 March 2013.

Shellproof Plc (London-AIM: SHLP) ("Shellproof" or the "Company") was incorporated in England & Wales on 24 September 2012. The Company was admitted to AIM on 25 October 2012 following the merger with Shellproof Limited, details of which were set out in the Circular to Shareholders dated 10 October 2012. Shellproof Limited was originally admitted to AIM in May 2008 with the intention of seeking investment opportunities for its shareholders.

The principal activities of Shellproof comprise the production, sale and distribution of English sparkling wine. The Company remains at the early stages of development of these activities. The activities are currently based on the Company's 13.4 acres of freehold land at Halnaker, West Sussex and on 65.8 acres of other land in West Sussex which is held on long term farm business tenancies. At the end of May 2013 the Company had 9.7 acres of planted vineyards at the Halnaker site, of which 7.7 acres were mature vines and a further 44.3 acres of newly planted vineyards on the long term farm business tenancy sites.

On 24 October 2012 Shellproof PLC, a UK incorporated company, merged with Shellproof Limited, a Belize AIM listed company, in accordance with the provisions of Part VII of the International Business Companies Act. This resulted in Shellproof PLC being the surviving company from the merger and all the rights and obligations of Shellproof Limited vesting in Shellproof PLC.

This transaction does not meet the definition of a business combination under IFRS 3. In the absence of an IFRS that specifically applies to this transaction, and in accordance with IAS 8, the directors have concluded that this transaction meets the definition of a group reconstruction under United Kingdom Generally Accepted Accounting Practice and have therefore adopted the merger accounting rules contained in Financial Reporting Standard 6, Acquisitions and Mergers.

On this date, the Shellproof Limited shares were treated as cancelled and each Shellproof Limited share was converted into one ordinary share of fifty pence in Shellproof PLC.

Shellproof Limited was then struck off the Register of International Business Companies of Belize on 24 October 2012, on the basis that an agreement was entered between Shellproof PLC and the Register of International Business Companies of Belize pursuant to section 87 (2) (b) of the IBCA.

The Group financial statements therefore represent a continuation of the financial statements of Shellproof Limited.

The Company reported a net loss of £454,000 for the year ended 31 March 2013 (2012 - net profit £9,000). The basic and diluted loss per ordinary share for the year ended 31 March 2013 amounted to 5.68 pence (2012 - earnings of 0.11 pence).

No revenue was generated during the year since the Group's business activity remains at the early stages of development.

Administrative expenses were incurred of £611,000 which included £259,000 in respect of the merger of Shellproof Limited noted above.

During the year the Group earned interest income of £156,000 on its cash deposits.

The Group's balance sheet at 31 March 2013 shows net assets of £3,817,000 which includes £3,128,000 of cash and £347,000 of freehold property, plant and equipment. Biological assets of £154,000 represent the fair value of the vines.

The annual report and accounts are being sent to shareholders today, together with notice of the Annual General Meeting to be held at 11.00 a.m. on 26 September 2013 at the offices of Cenkos Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS.

For further information contact:

Shellproof Plc

Ben Walgate/Ian Robinson +44 (0)20 7788 9239

Cenkos Securities plc

Adrian Hargrave / Nicholas Wells +44 (0)20 7397 8900

Note: This and other press releases are available at the Company's web site: www.shellproofplc.com

1 Accounting policies

Shellproof PLC (the "Company") is a company incorporated and domiciled in the United Kingdom and quoted on the London Stock Exchange's AIM market. The consolidated financial statements of the Group for the year ended 31 March 2013 comprise the Company and its subsidiaries (together referred to as the "Group").

Basis of preparation

The Group's consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted for use in the EU ("IFRS").

The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group's financial statements.

The financial statements are presented in pounds sterling. They have been prepared on the historical cost basis.

New accounting standards and changes to existing accounting standards

i. Standards and interpretations effective in current period:

Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12)

Transfers of Financial Assets (amendments to IFRS 7)

The amendments referred to above have been adopted, but have had no impact on results in either the current or prior period.

New accounting standards and changes to existing accounting standards (continued)

ii. Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the group:

The following standards and amendments to existing standards have been published and are mandatory for the Group's accounting periods commencing on or after 1 April 2013 or later periods, but they have not been early adopted:

Presentation of Items of Other Comprehensive Income (Amendments to IAS 1) IFRS 10 Consolidated Financial StatementsIFRS 11 Joint Arrangements

IFRS 12 Disclosure of Interests in Other Entities

IFRS 13 Fair Value MeasurementIAS 27 Separate Financial Statements

IAS 28 Investments in Associates and Joint Ventures IAS 19 Employees Benefits

Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7) Government Loans (amendments to IFRS 1)

Annual Improvements to IFRSs (2009-2011 Cycle)

Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32) Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS 27)

IFRS 9 Financial Instruments

Basis of consolidation

The Group's financial statements consolidate the financial statements of the Company and its subsidiary undertakings. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable or convertible are taken into account. The results of any subsidiaries sold or acquired are included in the Group income statement up to, or from, the date control passes. Intra-Group sales and profits are eliminated fully on consolidation.

On acquisition of a subsidiary, all of the subsidiary's separable, identifiable assets and liabilities existing at the date of acquisition are recorded at their fair values reflecting their condition at that date. On disposal of a subsidiary, the consideration received is compared with the carrying cost at the date of disposal and the gain or loss is recognised in the income statement. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets is recorded as goodwill. Intercompany transactions, balances and unrealised gains on transactions between group companies are eliminated. Subsidiaries' results are amended where necessary to ensure consistency with the policies adopted by the Group.

Merger accounting

On 24 October 2012, Shellproof PLC, a UK incorporated company, merged with Shellproof Limited, a Belize AIM listed company, in accordance with the provisions of Part VII of the International Business Companies Act ("IBCA"). This resulted in Shellproof PLC being the surviving company from the merger and all the rights and obligations of Shellproof Limited vesting in Shellproof PLC.

This transaction does not meet the definition of a business combination under IFRS 3. In the absence of an IFRS that specifically applies to this transaction, and in accordance with IAS 8, the directors have concluded that this transaction meets the definition of a group reconstruction under United Kingdom Generally Accepted Accounting Practice and have therefore adopted the merger accounting rules contained in Financial Reporting Standard 6, Acquisitions and Mergers.

For the consolidated financial statements, the adoption of merger accounting presents Shellproof PLC as if it had always been the parent undertaking of the Group. As Shellproof PLC was incorporated after 1 April 2012, the figures corresponding figures shown for the year ended 31 March 2012 are those previously presented for Shellproof Limited except that the share capital, share premium and merger reserve are those of Shellproof PLC, shown as if the merger had occurred at 1 April 2011.

Revenue

Revenue from the sales of goods is recognised when the Group has transferred the significant risks and rewards of ownership to the buyer and it is probable that the Group will receive the previously agreed upon payment. These criteria are considered to be met when the goods are delivered to the buyer. Where the buyer has a right of return, revenue is recognised in the period where the goods are delivered less an appropriate provision for returns based on past experience.

Financial assets

The Group's only financial assets are classified as 'loans and receivables'.

Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions are recognised when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognised within administrative expenses in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position.

Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less.

The Group's only financial liabilities are classified as 'other financial liabilities'.

Other financial liabilities

Other financial liabilities include the following items:

• Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method. Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

The Group's redeemable preference shares are classified as financial liabilities. The shares are redeemable at the option of the Directors of the Company or the holder of the redeemable preference shares.

Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability.

The Group's ordinary shares are classified as equity instruments.

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on:

• the initial recognition of goodwill;

• the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and

• investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).

Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:

• the same taxable group company; or

• different group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered.

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.

Freehold land is not depreciated. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

Plant and machinery - 20% per annum straight lineFixtures and Fittings - 10% per annum straight lineComputer equipment - 33% per annum straight lineMotor vehicles - 25% per annum straight line

Biological assets consist of grape vines and are included in the statement of financial position at fair value less costs to sell. The determination of the fair value of grape vines requires significant management judgement and, amongst others, the following factors are considered: discount rate, the productive life and yield of the vines, notional rents for land (to allow comparability between freehold and leasehold vineyards) and expected sales prices. Detailed explanations of the methods employed to value the vines are described in note 12 to the accounts.

Gains and losses arising from changes in fair value are included in the income statement in the period in which they arise.

Harvesting of the grape crop is ordinarily carried out in late September or October. The costs of growing the grapes including harvest costs are initially allocated into the cost of inventory and at the point of harvest a fair value adjustment is made so that the cost per tonne is adjusted to fair value. Grapes that are used in production of the Group's own wine are included at fair value in wine inventory. The fair value of grapes is determined by reference to market prices at the time of harvest.

Inventories

Inventories are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.

Weighted average cost is used to determine the cost of ordinarily interchangeable items.

2 Critical accounting estimates and judgements

The Group makes certain estimates and judgements regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year relate to the valuation of biological assets. Biological assets are stated at fair value and the assumptions used are set out in note 12.

3 Financial instruments - Risk Management

The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

Liquidity risk

The Group closely monitors and manages its liquidity risk. Cash forecasts are regularly produced and sensitivities run for different scenarios.

Capital risk management

The Group's objectives when managing capital are to safeguard the group's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares and increase or decrease debt.

Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions and the risk of default by these institutions. The Group reviews the creditworthiness of such financial institutions on a regular basis to satisfy itself that such risks are mitigated. The Group's exposure to credit risk arises from default of the counterparty, with a maximum exposure equal to the carrying amount of the cash and cash equivalents as shown in the consolidated statement of financial position.

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

• Trade receivables

• Cash and cash equivalents

• Trade and other payables

4 Segmental information

The directors consider the Group to have only one operating segment. Details of the sole operating segment are shown in the consolidated statement of comprehensive income, statement of financial position and consolidated statement of cashflow.

All operations are conducted in the United Kingdom.

5 Expenses by nature

6 Auditors remuneration

7 Staff costs

The 2012 comparatives reflect the fact that the board for Shellproof Limited which merged with Shellproof PLC on 24 October 2012 were not remunerated.

The average number of employees of the Group, including Directors, during the year was 3 (2012 - 3). Director's remuneration was as follows:-

Ben Walgate is the highest paid director. Fees in respect of Ian Robinson and Andrew Wilson are payable to Anne Street Partners Limited under the terms of agreements dated 8 October 2012. Fees payable to Ben Walgate were made in respect of consultancy services he provided up until 8th October 2012 when he was appointed Chief Executive of the Group.

The directors are considered to be key management.

9 Taxation

The change in the tax rate applied compared to the previous year reflects the fact that the Group was not a UK entity in the prior year and therefore was not subject to UK tax.

No deferred tax asset has been recognised on unutilised taxable losses due to the lack of certainty that taxable profits will be available against which deductible temporary differences can be utilised. The unutilised tax loss carried forward are £235,000 (2012: nil).

10 (Loss)/Earnings per share

Basic earnings per ordinary share are based on an equity loss of £454,000 (2012: £9,000) and 8,000,003 (2012: 8,000,002) ordinary shares of 50 pence each, being the weighted average number of shares in issue during the year. There is no adjustment to be made for diluted earnings per ordinary share.

11 Property, plant and equipment

12 Biological assets

The fair value of biological assets at the balance sheet date was:

The Group owns bearer biological assets in the form of grape vines, which are cultivated on land owned by the Group. The grapes produced from these vines will be used in the production of the Estate's own wines.

The total area of vines at 31 March 2013 amounted to approximately 7.7 acres (2012 - nil) of which approximately 7.7 acres (2012 - nil) can be classified as mature (i.e. four and a half years after planting). The average peak productive life of grape vines is estimated to be 25 years.

There were no grapes harvested during the current financial year.

The fair value of mature grape vines was calculated by discounting the net cash flows thereof over their remaining lives at a pre-tax discount rate of 17% (2012 - n/a). The net cash flows were calculated with reference to grape varieties, expected yields, estimated future sales prices and estimated future production costs based on anticipated costs and third party sale prices achieved. Future prices are adjusted for inflation.

A 10% increase in the discount rate will result in a decrease in fair value of the biological assets by £13,000. In addition cashflows are projected over a number of years and based on estimated harvest yields. Changes in the estimates could materially impact estimates of future cashflows used in the assessment of the fair values.

Planting expenditure is carried forward at cost in the statement of financial position until the vines reach maturity, at which point they are re-measured at fair value.

13 Subsidiaries

The principal subsidiaries of Shellproof PLC, all of which have been included in these consolidated financial statements, are as follows:

Shellproof Wines Limited is involved in the production, sale and distribution of English sparkling wine.

14 Inventories

15 Trade and other receivables

16 Trade and other payables

Book values are approximate to fair value at 31 March 2013 and 2012.

17 Redeemable preference shares

On 24 September 2012 Shellproof PLC issued 99,999 redeemable preference shares of fifty pence each. The shares are redeemable at the option of the Directors of the Company or the holder of the redeemable preference shares.

The share capital of £4,000,000 shown in 2012 relates to the share capital of Shellproof Limited. On 24 October 2012 the shareholders of Shellproof Limited exchanged their 50 pence ordinary shares in that company for the same number of 50 pence ordinary shares in Shellproof Plc.

19 Reserves

The following describes the nature and purpose of each reserve within equity:

20 Related party transactions

At 31 March 2013 £3,009,000 (2012 - £4,123,000) of cash and cash equivalents were held on deposit at British Caribbean Bank Limited ('BCBL'), a related party. BCBL is a wholly owned subsidiary of Waterloo Investment Holdings Limited ('WIHL'). Lord Ashcroft, KCMG PC, is a controlling shareholder in both the Company and WIHL.

On 24 September 2012 Shellproof PLC issued 99,999 redeemable preference shares of fifty pence each to Lord Ashcroft KCMG PC. The amount of £50,000 in relation to these redeemable preference shares is also shown in other receivables. The preference shares will be redeemed, and the receivable paid, following the placing referred to in note 21.

Anne Street Partners Limited is considered a related party by virtue of the fact that Ian Robinson, a director of Shellproof PLC, is also a director of Anne Street Partners Limited. During the year Anne Street Partners Limited charged the Company £83,769 (2012 - nil) in relation to directors fees £33,769 (2012 - nil) and management services £50,000 (2012 - nil). At 31 March 2013 an amount of £60,000 inclusive of VAT (2012 - nil) was due to Anne Street Partners Limited and is shown within trade and other payables.

21 Post balance sheet events

On the 3 September 2013 the Group announced the acquisition of the Gusbourne Estates Business, a placing to raise £2.85m and re-admission to AIM. Further details of the acquisition can be found in the Admission document on the Group's website, www.shellproofplc.com.