8 Aug 2016 07:00
Glenwick plc
("Glenwick" or the "Company")
Interim Results for the six months ended 30 June 2016
Glenwick plc (AIM: GWIK) today announces its Interim Results for the six months ended 30 June 2016, which will shortly be available on the Company's website www.glenwickplc.com.
For further information, please contact:
FIM Capital Limited Graham Smith
| +44 1624 681 250 |
Allenby Capital Limited (Nominated Adviser and Joint-Broker) John Depasquale / Nick Harriss
| +44 203 328 5656
|
Peterhouse Corporate Finance Limited (Joint-Broker) Lucy Williams / Heena Karani | +44 207 469 0933 |
Directors Statement
Business overview
On 3 September 2015, the Company announced the sale of its entire interest in its subsidiaries for approximately €17 million. Due to the sale of its property assets, on the same date, the Company became an investing company under Rule 15 of the AIM Rules for Companies.
As an investing company, the Company is required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its investing policy within 12 months of 3 September 2015. If this is not fulfilled, the Company will be suspended pursuant to AIM Rule 40. If the Company remains suspended for a further 6 months from that date then trading in the Company's shares on AIM would be cancelled.
Following the EGM on 18 December 2015, a new investing policy was approved, pursuant to which the Company was mandated to make an acquisition or acquisitions in the natural resources sector which constitute a reverse takeover under rule 14 of the AIM rules for Companies.
Shareholders will be aware that the Company was in the advanced stages of evaluating an acquisition opportunity which triggered a suspension of trading in the Company's shares on AIM from 23 May. Unfortunately we were not able to reach an agreement on acquisition terms and so the negotiations were terminated, and the suspension was lifted on 22 June. Although this was of course a disappointment, the Board will not make any investments that do not meet the necessary financial and technical criteria.
The Company has reviewed and is currently in the process of reviewing various other projects and opportunities in the natural resources sector. No decisions have been made as yet.
Financial results
We report a loss for the period of £160,000 (compared with a loss in the previous year of £5,545,000), which equates to a loss of 0.01 Pence per share.
The Company raised an additional £875,000 of share capital during the six months, (including the exercise of warrants). At the end of the period, the Company had £1,286,000 in cash, which equates to 0.06 pence per share.
Outlook
We are currently conducting due diligence on a number of natural resource targets and given our strong cash balance, the Board is confident that the Company will implement its investing strategy in due course.
Today's appointment of both Amanda Van Dyke and Dr Jaap Poll to the Board will strengthen the Company's access to potential target projects in the natural resources sector and increase our ability to execute the investing strategy.
Graham Smith
Non-executive director
8 August 2016
Condensed statement of comprehensive income
for the six months ended 30 June 2016
Notes | Period ended | Period ended | Year ended | |
30 June 2016 | 30 June 2015* | 31 December 2015 | ||
£'000 | £'000 | £'000 | ||
Administrative expenses | 4 | (197) | - | (48) |
Operating loss | (197) | - | (48) | |
Finance revenue | 5 | 37 | - | 5 |
Finance expense | - | - | - | |
Loss before tax | (160) | - | (43) | |
Income tax credit | - | - | - | |
Loss from continuing operations | (160) | - | (43) | |
Discontinued operation | ||||
Loss from discontinued operations, net of tax | 3 | - | (5,545) | (6,599) |
Loss for the period | (160) | (5,545) | (6,642) | |
Other comprehensive income | ||||
Foreign exchange translation differences | - | - | - | |
Other comprehensive income/(loss) for the year | - | - | - | |
Total comprehensive loss for the year | (160) | (5,545) | (6,642) | |
Loss per share | 6 | (0.01) | (0.00) | (0.01) |
Basic loss and Diluted loss for the year attributable to ordinary equity holders of the parent company (Pence) | (0.01) | (0.00) | (0.01) |
*Restated - see note 3.
Condensed statement of financial position
as at 30 June 2016
Period ended | Period ended | Year ended | ||
30 June 2016 | 30 June 2015* | 31 December 2015 | ||
Notes | £'000 | £'000 | £'000 | |
Current assets | ||||
Assets held for sale and associated liabilities | - | 15,922 | - | |
Trade and other receivables | - | 18 | - | |
Prepayments | 3 | 10 | 6 | |
Cash and short-term deposits | 1,286 | 147 | 566 | |
Total current assets | 1,289 | 16,097 | 572 | |
Total assets | 1,289 | 16,097 | 572 | |
Current liabilities | ||||
Trade and other payables | 35 | 130 | 38 | |
Total current liabilities | 35 | 130 | 38 | |
Total liabilities | 35 | 130 | 38 | |
Net assets | 1,254 | 15,967 | 534 | |
Equity | ||||
Issued capital | - | 4,245 | - | |
Share premium | 8 | 1,449 | - | 574 |
Capital redemption reserve | - | 778 | - | |
Share option reserve | 8 | 5 | - | - |
Retained earnings and other distributable reserve | (200) | 10,943 | (40) | |
Total equity | 1,254 | 15,967 | 534 |
*Restated - see note 3.
Condensed statement of changes in equity
for the six months ended 30 June 2016
Issued capital | Share premium | Share option reserve | Capital redemption reserve | Retained earnings& other distributable reserves | Total equity | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
Balance as at 31 December 2014* | 4,245 | - | - | 778 | 16,489 | 21,512 |
Total comprehensive income | ||||||
Loss for the period | - | - | - | - | (5,545) | (5,545) |
Total comprehensive income | - | - | - | - | (5,545) | (5,545) |
Balance as at 30 June 2015* | 4,245 | - | - | 778 | 10,944 | 15,967 |
Total comprehensive income | ||||||
Loss for the year | - | - | - | - | (1,097) | (1,097) |
Total comprehensive income | - | - | - | - | (1,097) | (1,097) |
Contributions by and distributions to equity holders | ||||||
Transfer upon re-registration as 2006 Act company | (4,245) | - | - | (778) | 5,023 | - |
Share issue | - | 640 | - | - | - | 640 |
Share issue costs | - | (66) | - | - | - | (66) |
Dividends | - | - | - | - | (14,910) | (14,910) |
Total contributions by and distributions to equity holders | (4,245) | 574 | - | (778) | (9,887) | (14,336) |
Balance as at 31 December 2015 | - | 574 | - | - | (40) | 534 |
Total comprehensive income | ||||||
Loss for the period | - | - | - | - | (160) | (160) |
Total comprehensive income | - | - | - | - | (160) | (160) |
Contributions by and distributions to equity holders | ||||||
Share issue | - | 926 | - | - | - | 926 |
Share issue costs | - | (51) | - | - | - | (51) |
Share based expenses | - | - | 5 | - | - | 5 |
Total contributions by and distributions to equity holders | - | 875 | 5 | - | - | 880 |
Balance as at 30 June 2016 | - | 1,449 | 5 | - | (200) | 1,254 |
*Restated - see note 3.
Condensed statement of cash flows
for the six months ended 30 June 2015
Period ended | Period ended | Year ended | |
30 June 2016 | 30 June 2015* | 31 December 2015 | |
Operating activities | |||
Loss before tax | (160) | (5,545) | (6,642) |
Share based expenses | 5 | - | - |
Loss on disposal of subsidiaries | - | 5,693 | 5,118 |
- | |||
Net cash flows from operations before changes in working capital | (155) | 148 | (1,524) |
Changes in working capital | |||
Decrease in trade and other receivables | 3 | 4 | 28 |
Decrease in trade and other payables | (3) | (5) | (2) |
Net cash flows from operating activities | (155) | 147 | (1,498) |
Investing activities | |||
Loan repayments from subsidiaries | - | - | 16,171 |
Net cash flows from investing activities | - | - | 16,171 |
Financing activities | |||
Shareholder Distribution | - | - | (14,910) |
Share issue (net of issue costs) | 875 | - | 574 |
Net cash flows from financing activities | 875 | - | (14,336) |
Decrease in cash and short-term deposits | 720 | 147 | 337 |
Cash and short-term deposits as at 1 January | 566 | - | 229 |
Cash and short-term deposits at period end | 1,286 | 147 | 566 |
*Restated - see note 3.
Notes to the financial statements
for the six months ended 30 June 2016
1. General information
Glenwick plc (the Company) is a company incorporated and domiciled in the Isle of Man whose shares are publicly traded on AIM.
2. Significant accounting policies and basis of preparation
These condensed interim financial statements are unaudited, have not been reviewed by the auditors, and do not constitute statutory accounts. The statutory accounts for 2015, which received an unqualified report from the auditors, are available on the Company's website, www.Glenwick.com.
The accounting policies adopted by the Company in these condensed interim financial statements are consistent with those followed in the preparation of the Company's annual financial statements as at, and for the year ended, 31 December 2015. The financial statements have been prepared on the historical cost basis except that assets held for sale are measured at realisable value in accordance with IFRS 5.
3. Disposal of subsidiaries
As reported in the 2015 Annual Report and Accounts, the Company sold all its subsidiaries on 2 September 2015. Accordingly the consolidated financial statements for 2015 included the results of the subsidiaries up to that date and the result of the disposal, (at which point the Group ceased to exist), and the results of the Company alone thereafter. Since the Company had no subsidiaries from 2 September 2015, the Group and Company Statements of Financial Position as at 30 June 2016 and comparatives as at 31 December 2015 are identical to each other, whereas the comparatives as at 30 June 2015 include the subsidiaries in the Group Statement of Financial Position. In the Condensed Statement of Comprehensive Income the consolidated results of the subsidiaries up to 2 September 2015 are recorded as Loss on Discontinued Activities in the comparative figures for the period ended 30 June 2015 and the year ended 31 December 2015.
In conjunction with the disposal of its subsidiaries, the return of the proceeds to shareholders and the adoption of a new investing policy in November 2015, the Company changed its functional currency and presentation currency from Euro to Pounds Sterling with effect from 17 November 2015. (At the same time, the trading currency of the Company's shares was also changed from Euro to Pounds Sterling.) The financial statements are therefore presented in Pounds Sterling and all values are rounded to the nearest thousand (£000) except when otherwise indicated. All year to date balances at the date of change and all comparative information have been translated to Sterling at the GBP: EUR rate of 1.4250 being the rate on 17 November 2015.
The change in reporting currency does not have any effect on net assets attributable to equity holders of the Company.
4. Administrative expenses
Period ended | |
30 June | |
2016 | |
£'000 | |
Audit fees | 10 |
Directors' fees | 72 |
Directors' expenses | 22 |
Administration fees | 11 |
Share based payments (see note 8) | 5 |
Consultancy fees | 14 |
Other | 63 |
Total administration expenses | 197 |
5. Finance revenue and expense
Period ended | |
30 June | |
2016 | |
€'000 | |
Net foreign exchange gain | 37 |
Finance revenue | 37 |
6. Loss per share
The calculation of the basic, diluted and adjusted loss per share is based on the following data:
Period ended | Period ended | Year ended | |
30 June2016 | 30 June2015* | 31 December 2015 | |
£'000 | £'000 | £'000 | |
Earnings | |||
Loss from continuing operations | (160) | - | (43) |
Number of shares | |||
Weighted average number of ordinary shares for the purpose of basic earnings per share | 1,952,644,080 | 707,729,655 | 605,008,809 |
Loss per share - Continuing operations | |||
Basic loss and Diluted loss for the year attributable to ordinary equity holders of the parent company (Pence) | (0.01) | (0.00) | (0.01) |
(0.01) | (0.00) | (0.01) |
7. Net assets per share
30 June | 30 June | 31 December | |
2016 | 2015 | 2015 | |
Net assets | |||
Net assets for the purpose of assets attributable to the equity holders | £1,254,000 | £15,967,000 | £534,000 |
Number of shares | |||
Number of ordinary shares for the purpose of net assets per share | 2,193,396,699 | 605,008,809 | 1,397,512,609 |
Net assets per share (Pence) | 0.06 | 2.64 | 0.04 |
8. Issued capital
Ordinary shares | Warrants | ||
Number | Share premium | Number | |
£'000 | |||
At 1 January 2016 | 1,397,512,609 | 640* | 238,850,310 |
Issued on 6 January 2016 | 233,333,333 | 350 | - |
Issued on 23 March 2016 | 454,545,455 | 500 | - |
Warrants exercised in 2016 | 108,005,302 | 76 | (108,005,302) |
In issue at 30 June 2016 | 2,193,396,699 | 926 | 130,845,008 |
\* The above share capital amounts are before the deduction of costs directly related to the share issuance. See Condensed statement of changes in equity for the share issue costs.
Each warrant grants the right to subscribe for shares of equal quantity at a fixed price of 0.07 Pence per share, exercisable within one year.
In addition to the warrants appearing in the table above, Peterhouse Corporate Finance Limited ("PCF"), as joint broker and corporate adviser, has been granted a warrant instrument entitling it to subscribe for shares at a fixed price of 0.07 Pence per share, exercisable up to 3 November 2018. The number of shares which PCF may subscribe for is 3% of the issued share capital of the Company from time to time.
On 10 March 2016, the Company granted share options to Cameron Pearce and Sam Quinn, both directors of the Company, and to FIM Capital Limited in which Graham Smith, also a director of the Company, has an interest. The options entitle each of them to subscribe for 26,767,106 shares of the Company at a price of 0.13 pence per share in the next three years, conditional upon a Reverse Takeover by the Company, as defined by Rule 14 of the AIM Rules for Companies, having been completed. A share based expense ahs been recognised in the financial statements based on the fair value of the Company's shares on the date of grant and is amortised over the vesting period - see note 4.
All ordinary shares are fully paid and each ordinary share carries one vote. Up to the re-registration of the Company on 28 October 2015 as a company governed by the Isle of Man 2006 Companies Act, the ordinary shares had a par value of €0.01 each. Upon re-registration, the shares ceased to have a par value.
9. Events after the reporting date
Subsequent to the period-end, 7,389,837 warrants were exercised. There were no other significant subsequent events.