Lb-Shell PLC Regulatory News (LBP)

21 August 2018

LB-Shell plc

 ("LB-Shell" or "the Company")

Half Year Results

Six months ended 31 May 2018

LB-Shell announces its Half Year Results for the six months ended 31 May 2018.

Chairman's Statement

In October 2017 when the Company completed the sale of its business and assets to Meditor Energy Limited (MEL) it was envisaged by the then Board of the Company it would proceed to an orderly winding-up or dissolution with any residual cash assets being returned to MEL as part of the sale agreement.

Subsequently, the Board identified and resolved to implement a viable continuation option for the Company, with the aim to provide Shareholders the possibility of a better return than having the Company wound up with no return to shareholders.

On 3 May 2018, a new Board was appointed and in accordance with the October 2017 sale agreement all residual cash remaining in the Company ahead of any refinancing of the Company was paid to MEL. The New Directors were appointed with a view to refinancing the Company and to take the Company in a new direction in 2018.

The initial priority of the new Directors was to recapitalise the Company and on 4 May 2018 the Company announced the creation of £300,000 unsecured convertible loan notes, with the aggregate principal amount being convertible into New Ordinary Shares at a price of £0.00025. In addition, a further £135,000 unsecured convertible loan notes were created, also with the aggregate principal amount being convertible into New Ordinary Shares at a price of £0.00025, in settlement of fees and associated obligations relating to the refinancing of the Company.

The new Directors will utilise the new funding to maintain the Company's listing on the standard segment of the main market of the London Stock Exchange plc, while seeking to acquire or invest in a business. The new Directors are agnostic as to which sector the Company will invest in but will focus on an acquisition or investment that the new Directors believe will create significant value for Shareholders in the form of capital growth and/or dividends.

The new Directors continue to keep the Company's costs to a minimum and via their significant convertible note holdings are fully aligned with the rest of the Company's shareholders. In addition the new Directors have the following beneficial interests in the issued share capital of LB-Shell: Melissa Sturgess 16.67%, Charles Morgan 0% and Michael Langoulant 0%

Financial Results

The Company made a pre-tax loss from continuing operations for the six months ended 31 May 2018 of £529,000 (14 months ended 30 November 2017: loss of £10,800,000, mainly due to the loss on the sale of discontinued operations).

Outlook

Following completion of the sale of its business and assets to MEL and the other corporate events noted above, the Company has become a "shell company". The new Board intention is to pursue a strategy focusing on an acquisition that can create significant value for shareholders in the form of capital growth and/or dividends.

On 24 July 2018 the Company received a Letter of Claim (the "Letter") from lawyers representing certain shareholders of the Company, in relation to activities of the Company in the period before the appointment of the current Board. Specifically, the matters referred to in the Letter relate to the conduct of the IPO of Intelligent Energy Holdings ("IEH plc"), the former name of LB-Shell plc, in July 2014 and the subsequent sale of substantially all of the business and assets of IEH plc to Meditor Energy Limited in October 2017.

The directors believe that the receipt of this Letter may create a material uncertainty which could cast doubt on the Company's ability to continue with its planned financial reconstruction and acquisition strategy. Legal advice in relation to this claim is being sought.

Melissa Sturgess

Chairman

**ENDS**

For further information please visit www.lb-shell.com or contact:

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED 31 MAY 2018

UNAUDITED STATEMENT OF FINANCIAL POSITION AS AT

 31 MAY 2018

UNAUDITED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED 31 MAY 2018

UNAUDITED STATEMENT OF CASH FLOW FOR THE SIX MONTHS ENDED 

31 MAY 2018

NOTES TO THE UNAUDITED HALF-YEARLY FINANCIAL REPORT FOR THE SIX MONTHS ENDED 31 MAY 2018

1. General information

LB-Shell plc ('the Company' or 'LB-Shell') is domiciled in England. 

In October 2017 the Company completed the sale of its subsidiaries. As such the last set of audited financial statements, covering the fourteen month period ended 30 November 2017, incorporated only the parent company's accounts. These condensed half-year accounts of the Company for the six months ended 31 May 2018 also incorporates only the parent company's accounts.

The condensed half-year accounts for the period to 31 May 2018 are unaudited. In the opinion of the Directors the condensed half-year accounts for the period presents fairly the financial position, and results from operations and cash flows for the period in conformity with the generally accepted accounting principles consistently applied. In addition the directors have formed the view that the previously issued unaudited condensed consolidated accounts for the six month period ended 31 March 2017 are not comparable to the current parent company accounts for the six month period ended 31 May 2018. Accordingly the comparatives contained in this report consist of only the audited parent company accounts for the fourteen month period ended 30 November 2017.

The comparatives for the financial period for the fourteen months ended 30 November 2017 are not the Company's full statutory accounts for that financial period. A copy of the statutory accounts for that financial period has been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified and did not contain a statement under section 498 (2) - (3) of the Companies Act 2006.

The financial information contained in this half-year report does not constitute statutory accounts as defined by section 434 of the Companies Act 2006.

2. Accounting policies

The condensed half-year accounts have been prepared using policies based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU. The condensed half-year accounts have been prepared using the accounting policies which are expected to be applied in the Company's statutory financial statements for the year ending 30 November 2018.

Basis of preparation and going concern

At 31 May 2018 the Company had recently completed a convertible note issue raising £300,000 in fresh funding. A further £135,000 in convertible notes in settlement of fees and associated obligations relating to the refinancing of the Company were also issued.

The existing cash funds provide the Group with sufficient available cash resources to meet all of its commitments for the next 12 months and, accordingly these condensed half-year accounts are prepared on a going concern basis.

Standards, amendments and interpretations effective in 2017:

The accounting policies adopted in the preparation of these financial statements are consistent with those followed in the preparation of the prior year's financial statements except for the adoption of new standards and interpretations effective as of 1 December 2017. The Company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective:

· IFRS 16 - Leases (Effective 1 January 2019)

No pronouncements are expected to have a material impact on the Company's earnings or shareholders' funds.

3. Discontinued operations

On 25 October 2017 the Company completed the sale of the various subsidiaries that owned all of the Group's operating business and assets. Full details of this transaction are disclosed in the Company's Financial Statements for the fourteen months ended 30 November 2017.

In accordance with the October 2017 sale agreement all surplus cash on hand immediately prior to the Company's being externally re-financed (£203,682) was returned to MEL in May 2018.

4. Loss per share

The basic loss per share has been calculated using the loss for the financial period of £529,000 (fourteen months ended 30 November 2017: £10,800,000).

The weighted average number of shares on issue for the period has been calculated on the basis 206,239,331 ordinary shares on issue.

A separate diluted loss per share has not been calculated because any potentially dilutive shares would decrease the basic loss per share, thus being anti-dilutive.

5. Borrowings

In October 2017 in conjunction with the Company selling its operating business and assets all previous convertible debt was extinguished.

In May 2018 new interest free unsecured convertible notes were issued to both re-capitalise the Company and in settlement of fees and associated obligations relating to the refinancing of the Company. These notes are convertible into ordinary shares at a conversion price of £0.00025.

6. Share capital

As at period end the Company had 206,239,331 ordinary shares in issue. There has been no change to the number of ordinary shares in issue during the reported periods.

7. Events after the period end date

There were no significant events after the period end date other than:

· In June 2018 the share capital of the Company was sub-divided by each Ordinary Share being divided into one New Ordinary Share of £0.0001 each and one Deferred Share of £0.0499 each. The New Ordinary Shares carry the same rights as to voting, distributions and participant on a liquidation or winding up of the Company as were attached to the prior existing Ordinary Shares. The Deferred Shares do not entitle Shareholders to receive notice of or attend and vote at any general meeting of the Company, or to receive a dividend or other distribution, or to participate in any return on capital on a winding up other than the nominal amount paid on such shares following a substantial distribution to holders of ordinary shares in the Company.

· In June 2018 the Company issued 41,247,668 ordinary shares following the conversion of unsecured convertible notes to the value of £10,312.

· In July 2018 the Company received a Letter of Claim (the "Letter") from lawyers representing certain shareholders of the Company, in relation to activities of the Company in the period before the appointment of the current Board. Specifically, the matters referred to in the Letter relate to the conduct of the IPO of Intelligent Energy Holdings ("IEH plc"), the former name of LB-Shell plc, in July 2014 and the subsequent sale of substantially all of the business and assets of IEH plc to Meditor Energy Limited in October 2017. The directors believe that the receipt of this Letter may create a material uncertainty which could cast doubt on the Company's ability to continue with its planned financial reconstruction and acquisition strategy. Legal advice in relation to this claim is being sought.