Kazera Global Regulatory News (KZG)

Kennedy Ventures plc

Preliminary announcement of results for the

12 months ended 30 June 2013

Kennedy Ventures plc (("Kennedy Ventures" or "the Company") is pleased to announce its preliminary results for the twelve months ended 30 June 2013.

The accounts will be sent to shareholders on 30 December 2013 and will also be available on the Company's website at www.kvplc.com.

Chairman's statement

As shareholders will be aware, Kennedy Ventures has been an investment company since going through a CVA and reconstruction in May 2012. Its investment policy is to make investments in the energy and resource sectors. We remain focused on those areas and continue to believe that good opportunities exist in these sectors although we are also prepared to look more widely at other areas and we have reviewed a number of such opportunities.

Kennedy has in fact principally sought to do a reverse transaction and, although we have taken a number of transactions to quite a detailed stage, we have not yet identified one which, in the Directors' view, would be attractive in terms of valuation and future financing requirements to shareholders.

It has in fact implemented its investment policy, as announced on 24th May 2013, having invested in a portfolio of quoted and unquoted investments in the resources sector. It subsequently disposed of its quoted investments, in view of uncertainties that the Directors felt were developing for small to mid cap stocks in this sector

 As announced in our interim results, we made an investment of $85,000 in Bison Energy Services Ltd, a company that had invested in fracking sand deposits in the USA. It was hoped that this company would come to AIM earlier this year; this did not take place but we understand that negotiations are currently taking place for a private financing round though we cannot at this stage be certain as to its outcome.

The cost of the reconstruction in 2012 was, as I have previously indicated, quite high in relation to the level of funds raised and there were continuing costs associated with historic issues in the financial year under review. There were several subsidiaries no longer trading but which had among other matters past tax issues to deal with and significant costs in this respect were incurred in the first half of the year, including the retention of a full time member of staff for six months. However, these issues have now been resolved and second half running costs were materially lower.

We do however feel that the Company needs to be more fully resourced and we are planning to bring in additional capital in the near future. We are hopeful that this will lead to a value enhancing transaction in the current year.

Peter Redmond

Chairman

For further information, please contact:

Income statement for the year ended30 June 2013

Note:

The financial statements for the 15 months to 30 June 2012 were prepared on a consolidated basis, so the comparatives have been restated to reflect the results of the Company only.

There are no recognised gains or losses in either period other than the loss for that period and therefore no statement of comprehensive income is presented.

Statement of changes in equity for the year ended30 June 2013

Balance sheet as at 30 June 2013

These financial statements of Kennedy Ventures plc, registered number 05697574 were approved by the Board of Directors and authorised for issue on 20 December 2013. Signed on behalf of the Board of Directors

Peter Redmond

Chairman

Cash flow statement for the year ended 30 June 2013

Notes to the financial statements for the year ended 30 June 2013

1 GENERAL INFORMATION

Kennedy Ventures plc is a Company incorporated in the United Kingdom under the Companies Act. The address of the registered office is given on the back cover. The nature of the Company's operations and its principal activities are set out in the Chairman's Statement and Directors' report.

These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in which the Company operates. There are no foreign operations.

2 ACCOUNTING POLICIES 

Going concern

In determining the appropriate basis of preparation of the financial statements, the Directors have considered whether the Company can continue in operational existence for the foreseeable future. The Company made a loss of £139,000 in the period and although the Company is in a net current asset position of £172,000, the available for sale investments have restrictions on their liquidity and £150,000 of loan notes are due for repayment on 31 October 2014. The Directors plan on raising sufficient additional funds during the period to repay the loan notes and to provide for working capital requirements, and they have prepared a cash flow forecast through to 31 December 2014 which includes the assumption that the additional funds will be raised, and that no significant investment activity is undertaken unless sufficient funding is in place to undertake such investment activity.

On this basis, the Directors have a reasonable expectation that the Company has adequate resources to continue operating for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the Company's financial statements.

Basis of preparation

The financial statements are prepared in accordance with applicable IFRS including standards and interpretations

issued by the International Accounting Standards Board as adopted by the EU.

The financial statements have been prepared on the basis of historical cost, except for the revaluation of financial instruments. Cost is based on the fair values of the consideration given in exchange for assets.

In the application of IFRS management is required to make judgments, estimates and assumptions about carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Judgments made by management in the application of IFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements.

Notes to the financial statements continued

2 ACCOUNTINGPOLICIES continued

Profit or loss from discontinued operations

A discontinued operation is a component of the Company that either has been disposed of, or is classified as held for sale. The profit or loss from discontinued operations, including prior year components of profit or loss, is presented in a single amount in the income statement. This amount, which comprises the post-tax profit or loss of discontinued operations and the post-tax gain or loss resulting from the measurement and disposal of assets classified as held for sale, is further analysed in note 9. The disclosures for discontinued operations in the prior year relate to all operations that had been discontinued by30 June 2012.

Notes to the financial statements continued

2 ACCOUNTING POLICIES continued

Taxation

The tax currently payable is based on taxable profit or loss for the period. Taxable profit or loss differs from net profit or loss as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) or other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying value of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Foreign currencies

The functional and presentational currency of the Company is pounds sterling. Transactions in foreign currencies are translated at the exchange rate ruling at the date of each transaction. Foreign currency monetary assets and liabilities are retranslated using the exchange rates at the statement of financial position date. Gains and losses arising from changes in exchange rates after the date of the transaction are recognised in profit and loss. Non‑monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated at the exchange rate at the date of the original transaction.

Impairment

Assets that have an indefinite useful life are not subject to amortisation but are reviewed for impairment annually and where there are indications that the carrying value may not be recoverable. An impairment loss is recognised for the amount by which the carrying value exceeds the recoverable amount.

Notes to the financial statements continued

2 ACCOUNTING POLICIES continued

Financial instruments

Financial assets and financial liabilities are recognised in the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.

The Company ceases to recognise a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity.

The Company ceases to recognise a financial liability when the Company's obligations are discharged, cancelled or they expire.

Financial instruments are classified as cash and cash equivalents, trade and other receivables, trade creditors, borrowings (including obligations under finance leases) and other payables (including social security and current tax liabilities).

Non-derivative financial assets are categorised as "loans and receivables" and non-derivative financial liabilities are categorised as "other financial liabilities".

Available for sale investments

Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs.

All investments are designated upon initial recognition as held at fair value through profit or loss. Fair value is defined as the price at which an orderly transaction would take place between market participants at the reporting date and is therefore an estimate and as such requires the use of judgement. Where possible fair value is based upon observable market prices, such as listed equity markets or reported merger and acquisition transactions. Alternative bases of valuation may include contracted proceeds or best estimate thereof, implied valuation from further investment and long-term cash flows discounted at a rate which is tested against market data. Changes in the fair value of investments held at fair value through profit or loss and gains and losses on disposal are recognised in the consolidated statement of comprehensive income as "Net gains on investments". Impairment losses recognised in the income statement for equity investments classified as available-for-sale are not subsequently reversed through the income statement.

The Company determines the fair value of its Investments based on the following hierarchy:

LEVEL 1 - Where financial instruments are traded in active financial markets, fair value is determined by reference to the appropriate quoted market price at the reporting date. Active markets are those in which transactions occur in significant frequency and volume to provide pricing information on an on-going basis.

LEVEL 2 - If there is no active market, fair value is established using valuation techniques, including discounted cash flow models. The inputs to these models are taken from observable market data including recent arm's length market transactions, and comparisons to the current fair value of similar instruments; but where this is not feasible, inputs such as liquidity risk, credit risk and volatility are used.

LEVEL 3 - Valuations in this level are those with inputs that are not based on observable market data.

Notes to the financial statements continued

2 ACCOUNTING POLICIES continued

Loans and receivables

Loans and receivables, as categorised above, are measured at amortised cost using the effective interest method less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Trade and other receivables

Trade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for those with maturities greater than 12 months after the balance sheet date, which are classified as non-current assets and are measured at amortised cost less an allowance for any uncollectible amounts. The net of these balances are classified as "trade and other receivables" in the balance sheet.

Trade and other receivables are assessed for indicators of impairment at each balance sheet date and are impaired where there is objective evidence that the recovery of the receivable is in doubt.

Objective evidence of impairment could include significant financial difficulty of the customer, default on payment terms or the customer going into liquidation.

The carrying amount of trade and other receivables is reduced through the use of an allowance account. When a trade or other receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in the income statement.

Cash and cashequivalents

Cash and cash equivalents include cash at bank and in hand, deposits at call with banks, other short-term highly liquid investments with original maturity at acquisition of three months or less that are readily convertible to cash, net of bank overdrafts. For the purpose of the cash flow statement, cash and cash equivalents consist of the definition outlined above.

Financial liabilities

All non-derivative financial liabilities are classified as other financial liabilities and are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest rate method. Other financial liabilities consist of borrowings and trade and other payables.

Financial liabilities are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Other financialliabilities

Other financial liabilities, as categorised above, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis. Other financial liabilities are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date.

Equity instruments

Equity instruments consist of the Company's ordinary share capital and are recorded at the proceeds received, net of direct issue costs.

Notes to the financialstatements continued

3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The preparation of financial statements in conformity with the Company's accounting policies as disclosed in Note 2 requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The carrying value of assets is determined based on their fair value as supported by a management valuation less costs to sell. This estimate and assumption can present a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial period.

4 BUSINESS AND GEOGRAPHICAL REPORTING

The Company's operations are solely in the United Kingdom. Following the disposal of the Company's trading operations it has no trading activities and so no segmental analysis of operations is included.

Notes to the financial statements continued

Directors'emoluments

An analysis of the directors' emoluments and pension entitlements and their interest in the share capital of the Company is contained in the Directors' Report on remuneration accompanying these financial statements.

Notes to the financial statements continued

Deferred tax

Deferred tax assets and liabilities are measured at tax rates that are enacted or substantively enacted at the balance sheet date. Accordingly the reduction to 24% has been taken into account when measuring the deferred tax assets and liabilities at 30 June 2013.

Further changes to the rate are proposed to reduce the rate by one percent per annum to 23% by 1 April 2014. However these changes were not substantively enacted at the balance sheet date (nor have they yet been substantively enacted) and as such are not included in the deferred tax figures at 30 June 2013.

No deferred tax asset is recognised in respect of losses brought forward at a tax written down value of £2.0m (2012: £1.8m). The asset is not recognised as there is no certainty that sufficient taxable profits will arise within the next 12 months against which to utilise the losses. An asset would be recognised once it was reasonably certain that sufficient taxable profits would arise within Company.

Notes to the financialstatements continued

Notes to the financial statements continued

The table above sets out the fair value measurements using the IFRS 7 fair value hierarchy. Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets.

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

The valuation techniques used by the company are explained in the accounting policy note, "Investments held for trading".

Credit risk

The Company's principal financial assets are bank balances and cash, and trade receivables, which represent the Company's maximum exposure to credit risk in relation to financial assets. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

Notes to the financialstatements continued

The Directors consider that the carrying amount of trade payables approximates to their fair value at the balance sheet date.

A resolution was passed at the annual general meeting on 8 November 2012 in effect to consolidate every 100 ordinary issued shares of 0.01p into one ordinary share of 1p

Warrants

On 25 May 2012 and in association with the CVA and Placing, the Company granted to Peterhouse Corporate Finance Limited by way of a deed a warrant to subscribe shares representing 3% of the Company's issued ordinary share capital from time to time exercisable at 2 pence per share at any time up to 20 March 2015.

Notes to the financialstatements continued

Cash and cash equivalents (which are presented as a single class of asset on the face of the balance sheet) comprise cash at bank and other short term, highly liquid investments with a maturity of three months or less.

17 CONTINGENT LIABILITIES

There were no contingent liabilities as at 30 June 2013 (2012: £nil).

18 RELATED PARTY TRANSACTIONS

The remuneration of the Directors, who are the key management personnel of the Company, is set out in the Directors' Remuneration Report accompanying these financial statements. There have been no other material transactions with related parties.

19 ULTIMATE CONTROLLING PARTY

The Directors are not aware that there is any single controlling party.