22 Jun 2012 07:00
22 June 2012
Insetco plc
("Insetco" or the "Company")
Final Results and Notice of AGM
Insetco plc, a company specialised in the arranging and structuring of securitised products based on senior life settlement policies, is pleased to announce its final results for the year ending 31 December 2011.
For further information please visit www.insetco.co.uk or contact:
Insetco plc | |
Clive Cooke | 020 7887 7840 |
Cairn Financial Advisers LLP | |
Jo Turner / James Caithie | 020 7148 7900 |
Chief executive's statement
The results for the year to December 2011 produced a loss of £521,042 (2010: profit £1,407,777) and net assets of £970,760 (2010: net liabilities £364,532). The reported profit for 2010 arose after the write off of convertible loans relating to the discontinued ASG Media plc business which totalled £2.1m, following completion of the CVA which was approved in April 2011.
During the year the Company concluded the acquisition of Saolpoll (Jersey) Limited and Integeral Capital Markets Limited.
As announced on 1 September 2011, the Company entered into a conditional agreement to acquire the assets of ARM Asset Backed Securities S.A. ("ARM") together with the acquisition of Catalyst Investment Group Limited. Although a majority of ARM bondholders agreed to the terms of the offer, the conditions attaching to the agreement were not satisfied by the deadline date of 30 November 2011 and the offer subsequently lapsed.
The Company will continue to pursue acquisition opportunities which provide a positive return for investors.
Revenues in the year amounted to £250,000. The Board anticipates further material revenues during 2012 arising from the continuation of its SLS Programme, together with the acquisition and development of specific financial products.
I welcome Joanne Cutmore and Simon Sacerdoti to the board and with their expertise and support we look forward to the future with confidence.
Clive Cooke
Chief Executive
Statement of comprehensive income
Year ended
31 December 2011 £ | 31 December 2010 £ | ||||
Revenue | 250,000 | - | |||
Operating costs | (707,353) | (644,779) | |||
Operating loss | (457,353) | (644,779) | |||
Finance expense | (63,689) | (17,973) | |||
Finance income | - | 218 | |||
Loss before tax from continuing operations | (521,042) | (662,534) | |||
Profit from discontinued operations | - | 2,070,311 | |||
(Loss)/profit before tax | (521,042) | 1,407,777 | |||
Income tax expense | - | - | |||
Total comprehensive income for the year | (521,042) | 1,407,777 | |||
Basic profit/(loss) per share | £0.00 | £0.02 | |||
Fully diluted profit/(loss) per share | £0.00 | £0.02 | |||
Statement of consolidated financial position
31 December 2011 £ | 31 December 2010 £ | ||||
Assets | |||||
Non-current assets | |||||
Goodwill | 1,967,219 | - | |||
Property and equipment | 4,206 | 5,835 | |||
1,971,425 | 5,835 | ||||
Current assets | |||||
Other receivables | 44,891 | 51,763 | |||
Cash and cash equivalents | 92,005 | 175,902 | |||
136,896 | 227,665 | ||||
Total assets | 2,108,321 | 233,500 | |||
Equity and liabilities | |||||
Equity | |||||
Ordinary share capital | 1,645 | 1,153 | |||
Deferred share capital | 1,617,633 | 1,617,633 | |||
Share premium | 40,358,041 | 38,502,199 | |||
Capital redemption reserve | 12,758 | 12,758 | |||
Accumulated deficit | (41,019,317) | (40,498,275) | |||
Equity attributable to equity holders | 970,760 | (364,532) | |||
Current liabilities | |||||
Trade and other payables | 172,561 | 98,032 | |||
Convertible loans | 965,000 | 500,000 | |||
Total liabilities | 1,137,561 | 598,032 | |||
Total equity and liabilities | 2,108,321 | 233,500 |
Statement of company financial position
31 December 2011 £ | 31 December 2010 £ | ||||
Assets | |||||
Non-current assets | |||||
Investment | 1,967,219 | - | |||
Property and equipment | 4,206 | 5,835 | |||
1,971,425 | 5,835 | ||||
Current assets | |||||
Other receivables | 44,891 | 51,763 | |||
Cash and cash equivalents | 92,005 | 175,902 | |||
136,896 | 227,665 | ||||
Total assets | 2,108,321 | 233,500 | |||
Equity and liabilities | |||||
Equity | |||||
Ordinary share capital | 1,645 | 1,153 | |||
Deferred share capital | 1,617,633 | 1,617,633 | |||
Share premium | 40,358,041 | 38,502,199 | |||
Capital redemption reserve | 12,758 | 12,758 | |||
Accumulated deficit | (41,019,317) | (40,498,275) | |||
Equity attributable to equity holders | 970,760 | (364,532) | |||
Current liabilities | |||||
Trade and other payables | 172,561 | 98,032 | |||
Convertible loans | 965,000 | 500,000 | |||
Total liabilities | 1,137,561 | 598,032 | |||
Total equity and liabilities | 2,108,321 | 233,500 |
Consolidated and company statement of changes in equity year ended 31 December 2011
| ||||||
Ordinary share capital | Deferred share capital | Share premium | Capital redemption reserve | Accumulated deficit |
Total | |
£ | £ | £ | £ | £ | £ | |
Balance at 1 January 2011 | 1,153 | 1,617,633 | 38,502,199 | 12,758 | (40,498,275) | (364,532) |
Total comprehensive income for the year | - | - | - | - | (521,042) | (521,042) |
Issue of shares in connection with the acquisition of Saolpoll (Jersey) Limited | 492 | - | 1,966,726 | - | - | 1,967,218 |
Share issue costs in connection with the acquisition of Saolpoll (Jersey) Limited | - | - | (110,884) | - | - | (110,884) |
Balance at 31 December 2011 | 1,645 | 1,617,633 | 40,358,041 | 12,758 | (41,019,317) | 970,760 |
Consolidated and company statement of changes in equity year ended 31 December 2010
| ||||||||
Ordinary share capital | Deferred share capital | Share premium | Share based payment reserve | Capital redemption reserve | Convertible loan reserve | Accumulated deficit | Total | |
£ | £ | £ | £ | £ | £ | £ | £ | |
Balance at 1 January 2010 | 1,617,636 | - | 37,412,475 | 345,254 | 12,758 | 6,965 | (42,258,271) | (2,863,183) |
Total comprehensive income for the year | - | - | - | - | - | - | 1,407,777 | 1,407,777 |
Re-organisation of equity | (1,617,633) | 1,617,633 | - | (345,254) | - | (6,965) | 352,219 | - |
Issue of shares for cash | 8 | - | 6,425 | - | - | - | - | 6,433 |
Other share issues | 10 | - | 773,730 | - | - | - | - | 773,740 |
Exercise of warrants | 607 | - | 60,094 | - | - | - | - | 60,701 |
Conversion of debt | 525 | - | 249,475 | - | - | - | - | 250,000 |
Balance at 31 December 2010 | 1,153 | 1,617,633 | 38,502,199 | - | 12,758 | - | (40,498,275) | (364,532) |
Statement of consolidated and company cash flow
Year ended 31 December | |||||
2011 | 2010 | ||||
£ | £ | ||||
Cash flow from operating activities | |||||
Loss before tax from continuing operations | (521,042) | (662,534) | |||
Depreciation | 1,629 | 678 | |||
Finance expense | 63,689 | 17,973 | |||
Finance income | - | (218) | |||
Net cash outflow from operating activities before changes in working capital | (455,724) | (644,101) | |||
Decrease/(increase) in receivables | 6,872 | (51,763) | |||
Increase in payables | 74,529 | 78,900 | |||
Cash flows absorbed by operating activities | (374,323) | (616,964) | |||
Cash flows from investing activities | |||||
Acquisition of Insetco Capital Markets Limited | (1) | - | |||
Payments to acquire property, plant and equipment | - | (6,513) | |||
(1) | (6,513) | ||||
Cash flows from financing activities | |||||
Issue of shares | - | 6,433 | |||
Share issue costs | (110,884) | - | |||
Exercise of warrants | - | 60,701 | |||
Issues of convertible debt | 465,000 | 750,000 | |||
Finance expense | (63,689) | (17,973) | |||
Finance income | - | 218 | |||
Net cash from financing activities | 290,427 | 799,379 | |||
Net (decrease)/increase in cash and cash equivalents | (83,897) | 175,902 | |||
Cash and cash equivalents at 1 January 2011 | 175,902 | - | |||
Cash and cash equivalents at 31 December 2011 | 92,005 | 175,902 | |||
Notes to the financial statements
1. Corporate Information
Insetco plc is a public limited company incorporated in England and Wales. The company is quoted on the Alternative Investment Market of the London Stock Exchange. The registered office of the Company is Finsgate, 5 -7 Cranwood Street, London EC1V 9EE. The principal activity during the year was that of developing an infrastructure and exploiting commercial opportunities within the area of financial products with a specific emphasis on the life settlement market.
The financial information set out in this announcement does not constitute the statutory accounts of the Company for the year to 31 December 2011 but is derived from the 2011 Annual Report and Accounts which have been delivered to the Registrar of Companies.
2. Basis of preparation and accounting policies
The financial statements of Insetco plc have been prepared in accordance with International Financial Reporting Standards ("IFRSs"), International Accounting Standards ("IASs") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations, (collectively IFRS) as adopted for use in the European Union and as issued by the International Accounting Standards Board, and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention and presented in GBP which is both the functional and presentational currency of the Company.
3. Loss per share
The calculation of the basic loss per share is based on the loss after tax of £521,042 (2010: profit £1,407,777) and the weighted average number of shares in issue for the year of 156,533,380 (2010: 88,719,041).
The calculation of the diluted loss per share for the year ended 31 December 2010 is based on the profit after tax of £1,407,777 and the weighted average number of shares in issue for the year of 89,969,041.
The calculation of the diluted loss per share for the year ended 31 December 2011 is the same as the basic loss per share, as the loss for this period has an anti-dilutive effect.
4. Events after the reporting period
a) On 31 January 2012, it was agreed with the holders of the convertible loan note due for conversion and/or repayment on 31 January 2012 to defer such conversion and/or repayment and that the terms of the convertible note were amended as follows:
Repayment date | 31 January 2013 | |
Basis of conversion for each £1 of convertible loan note | 14.3 ordinary shares | |
On 14 February 2012, £72,500 of this convertible loan note was repaid together with accrued interest.
b) On 14 February 2012, the Company received a non-recurring performance fee of US$1.03m (£647,000) in relation to the structuring of certain life policies that were funded by a client in July 2010. The fee is receivable following the maturity of these policies.
c) On 24 May 2012, at an extraordinary general meeting of the Company, Sanjeev Joshi was removed as a Director of the Company in accordance with s168 of the Companies Act 2006.
d) On 24 May 2012, Joanne Cutmore and Simon Sacerdoti were appointed as Directors of the Company.
e) On 24 May 2012, Cairn Financial Advisers LLP was appointed as Nominated Adviser to the Company.
5. Dividend
The Company will not be paying a dividend for the current financial year (2010: £nil).
6. Accounts and notice of AGM
The accounts have been distributed to shareholders and will be available on the Company's website: www.insetco.com and from the Company's registered office at Finsgate, 5-7 Cranwood Street, London, EC1V 9EE.
The Annual General Meeting has been convened for 13 July 2012 at 9:00 a.m. to be held at the offices of Pritchard Englefield, 14 New Street, London EC2M 4HE.