Mineral & Fin Regulatory News (MAFL)

RNS Number : 3215O

Hameldon Resources Limited

28 June 2010

 

 

Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Final Results

For the year ended 31 December 2009

 

Chairman's and Chief Executive's Statement

Dear Shareholders,

 

As noted in the interim report issued by the Company on 29 September 2009, the Board was considering ways to address the high costs of maintaining Upstream as a public listed company, relative to Upstream's revenues and profitability. The Board considered whether a public listed company was the appropriate vehicle for an Asian-based marketing and communications business. Given the focused nature of the Upstream business and the volatility of its earnings, the Board concluded that the Upstream brand, while strong, would do better as part of a larger group. The Board looked at a range of options before concluding that a sale of the Upstream business to Next 15, the holding company for a group of worldwide public relations businesses, would be in the best interests of shareholders.

 

At the EGM held on 26 October 2009, the shareholders approved the sale of the Upstream business to Next 15. Subsequent to the sale, the Company became classified under the AIM Rules as an investing company and shareholders also approved a change in investment strategy to acquire holdings in natural resources, minerals, metals and oil & gas companies. A change of name for the Company, to Hameldon Resources Limited, was also approved by shareholders to better reflect the new strategic direction for the Company.

 

Subsequent to the sale of the Upstream business, the Board has been active in seeking opportunities in the natural resources arena and has looked at a number of companies in which to invest. These include companies engaged in oil and gas, gold, copper and zinc production amongst others. In attempting to make the appropriate investment choices the Board has focused on ensuring that it can protect the value of the Company for all shareholders. The Board continues in its attempts to find the most appropriate investments.

 

 

Nikul Sarin, Chief Executive Stephen Smith, Chairman

 

 

www.hameldonresources.com

Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2009

			Restated
			(Note 4)
		2009	2008
	Notes	US$'000	US$'000
Continuing operations
Turnover		-	-
Material cost of sales		-	-
Gross profit		-	-
Other income		-	-
Total income		-	-
Other operating expenses		(331)	(504)
Loss from operations prior to share based payment charge		(331)	(504)
Share based payment charge		(89)	(103)
Loss from operations		(420)	(607)
Finance income		-	-
Finance costs		-	-
Loss before taxation		(420)	(607)
Taxation expense	3	-	-
Loss from continuing operations		(420)	(607)
Discontinued operations
(Loss)/Profit from discontinued operations	4	(283)	1,040
(Loss)/Profit for the year, attributable to owners of the Company		(703)	433
Other comprehensive income
Exchange differences on translation of foreign operations		364	65
Total comprehensive (expense)/income for the year, attributable to owners of the Company		(339)	498 498
(Loss)/Earnings per share attributable to owners of the Company during the year	5	US cents	US cents
Basic:
Continuing operations		(0.31)	(0.44)
Discontinued operations		(0.21)	0.76
Total		(0.52)	0.32
Diluted:
Continuing operations		(0.31)	(0.40)
Discontinued operations		(0.21)	0.69
Total		(0.52)	0.29

Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Consolidated Statement of Financial Position

At 31 December 2009

	Note	2009	2008	2007
		US$'000	US$'000	US$'000
ASSETS
Non-current assets
Property, plant and equipment		-	150	180
Intangible assets		-	86	198
		-	236	378
Current assets
Trade and other receivables		25	1,235	1,092
Cash and cash equivalents		737	719	264
		762	1,954	1,356
Total assets		762	2,190	1,734
LIABILITIES
Current liabilities
Trade and other payables		255	1,104	1,404
Deferred income		-	118	55
Current tax provision		-	162	25
Bank loan		-	23	-
		255	1,407	1,484
Non-current liabilities
Deferred taxation		-	22	38
Bank loan		-	4	-
Total liabilities		255	1,433	1,522
EQUITY
Share capital	6	636	636	632
Reserves		(129)	121	(420)
Equity attributable to owners of the Company and total equity		507	757	212
Total equity and liabilities		762	2,190	1,734

 

 

 

Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Consolidated Statement of Changes in Equity

At 31 December 2009

	Share capital	Shares to be issued	Share premium	Capital  reserve	Foreign exchange  reserve	Retained earnings/(Accum-ulated losses)	Total equity
	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000	US$'000
At 1 January 2008	632	113	4,385	6,547	8	(11,473)	212
Exchange difference	-	-	-	-	65	-	65
Profit for the year	-	-	-	-	-	433	433
Total comprehensive income for the year	-	-	-	-	65	433	498
Share issue	4	(57)	53	-	-	-	-
Cancellation of shares to be issued	-	(56)	-	-	-	-	(56)
Share based payments	-	-	-	-	-	103	103
Transactions with owners	4	(113)	53	-	-	103	47
At 31 December 2008 and 1 January 2009	636	-	4,438	6,547	73	(10,937)	757
Loss for the year	-	-	-	-	-	(703)	(703)
Exchange difference	-	-	-	-	364	-	364
Reclassification adjustment on disposal of foreign operations	-	-	-	22,667	(4,417)	(18,250)	-
Total comprehensive income for the year	-	-	-	22,667	(4,053)	(18,953)	(339)
Share based payments	-	-	-	-	-	89	89
Transactions with owners	-	-	-	-	-	89	89
At 31 December 2009	636	-	4,438	29,214	(3,980)	(29,801)	507

Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Consolidated Statement of Cash Flows

For the year ended 31 December 2009

				Restated
				(Note 4)
	2009			2008
	US$'000			US$'000
Operating activities
Continuing operations
Loss before taxation	(420)			(607)
Adjustments for:
Share based payment charge	89			103
Operating cashflow before working capital changes	(331)			(504)
(Decrease)/Increase in trade and other receivables	(8)			9
Increase in trade and other payables	266			498
Net cash (outflow)/inflow from operating activities from continuing operations	(73)			3
Discontinued operations
Net cash (outflow)/inflow from operating activities from discontinued operations	(51)			69
Net cash (outflow)/inflow from operating activities	(124)			72
Investing activities
Discontinued operations
Net cash inflow from investing activities from discontinued operations		130	311
Net cash inflow from investing activities		130	311
Financing activities
Discontinued operations
Net cash (outflow)/inflow from financing activities from discontinued operations		(20)	6
Net cash (outflow)/inflow from financing activities		(20)	6
Net (decrease)/increase in cash and cash equivalents		(14)	389
Cash and cash equivalents as at 1 January		719	264
Effect of exchange rate fluctuations		32	66
Cash and cash equivalents as at 31 December		737	719
Analysed into:
- Continuing operations		737	7
- Discontinued operations		-	712
Total		737	719

 

Hameldon Resources Limited (formerly Upstream Marketing and Communications Inc.)

Notes to the preliminary announcement

For the year ended 31 December 2009

1. General information

 

The Company was incorporated as a Corporation in the Cayman Islands which does not prescribe the adoption of any particular accounting framework. The Board has therefore adopted International Financial Reporting Standards as adopted by the European Union (IFRSs). The Company's shares are listed on the AIM market of the London Stock Exchange. The principal accounting policies of the Group, which are consistent with those applied in the 2008 financial statements except for the adoption of IAS1 Presentation of Financial Statements (Revised 2007), IFRS 2 Share-based payment - Amendment relating to vesting conditions and cancellations and IFRS 8 Operating Segments, are set out in the annual report and financial statements. During the year, the Group has applied, for the first time, the following new standards, amendment and interpretations, which are effective for the Group's accounting periods beginning on 1 January 2009:

 

IAS 1 (Revised)	Presentation of Financial Statements This amendment affects the presentation of owner changes in equity and introduces a statement of comprehensive income. The Group has presented items of income and expense and components of other comprehensive income with subtotals. This amendment does not affect the financial position or results of the Group but has given rise to additional disclosures.
IFRS 2	Share-based Payment - Amendment relating to vesting conditions and cancellations This amendment means that all non-vesting conditions are taken into account in the estimate of the fair value of the equity instrument. This has not resulted in any changes to the Group's accounting policies.
IFRS 8	Operating Segments The adoption of IFRS 8 Operating Segments has not affected the identified operating segments. IFRS 8 requires segments to be identified based on the internal management reporting information that is regularly reviewed by the chief operating decision maker. In the previous financial statements, segments were identified by reference to the dominant source and nature of the Company's risks and returns.

 

Going concernThe Directors have prepared cash flow forecasts through to 30 June 2011 which assume no significant investment activity is undertaken unless sufficient funding is in place to undertake the investment activity. The expenses of the Group's continuing operations are minimal and the cash flow forecasts demonstrate that the Group is able to meet these liabilities as they fall due. On this basis, the Directors have a reasonable expectation that the Group has adequate resources to continue operating for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the Group financial statements.

 

2. Segmental information The Group's only segment is that of marketing and public relations. The Group's marketing and public relations activities were discontinued during the year. An analysis of the results of discontinued operations is given in note 4.

3. Taxation expense - continuing operations

There is no tax credit on the loss for the current or prior year.

A reconciliation of the tax expense to the loss before taxation using the statutory rates for the countries in which the Company and its subsidiaries are domiciled to the tax expense at the effective tax rates, and a reconciliation of the statutory tax rates to the effective tax rates, are as follows :

	2009		2008
	US$'000	%	US$'000	%
Loss before taxation	(420)		(607)
Tax at the domestic income tax rates	(69)	(16.5)	(106)	(17.5)
Tax effect of unrecognised tax losses	69	16.5	106	17.5
Current year tax charge	-	-	-	-

 

The Group has unrelieved tax losses of US$Nil (2008 :US$373,000).

 

4. (Loss)/Profit from discontinued operations

On 27 October 2009, the Group disposed of its entire shareholdings in its subsidiary undertakings, for a gross consideration of US$1,100,000, being cash consideration of US$900,000 plus US$200,000 of liabilities which were assumed by the buyer. As this represents the whole of the Group's marketing and public relations business it is considered to be a discontinued operation. The results of the discontinued operations are analysed as follows:

	2009	2008
	US$'000	US$'000
(Loss)/Profit from discontinued operations	(443)	1,040
Gain on disposal of subsidiary undertakings	160	-
	(283)	1,040

 

The results for discontinued operations were as follows:

		2009	2008
		US$'000	US$'000
Turnover		3,708	9,268
Material cost of sales		(370)	(3,110)
Gross profit		3,338	6,158
Other income		218	472
Total income		3,556	6,630
Other operating expenses		(3,923)	(5,444)
(Loss)/Profit from operations prior to share based payment charge		(367) (367)	1,186
Share based payment charge		-	-
(Loss)/Profit from operations		(367)	1,186
Finance income		3	8
Finance costs		(7)	(21)
(Loss)/Profit before taxation		(371)	1,173
Taxation expense		(72)	(133)
(Loss)/Profit after taxation		(443)	1,040

 

The result for discontinued operations is for the period to 27 October 2009, being the date of disposal.

4. (Loss)/Profit from discontinued operations (continued)

 

The gain on disposal of subsidiary undertakings can be summarised as follows:

	Total
	US$'000
Net assets disposed of:
Property, plant and equipment	127
Intangible assets	40
Trade and other receivables	1,038
Cash and cash equivalents	624
Trade and other payables	(938)
Current tax provision	(57)
Bank loan	(8)
Deferred taxation	(7)
	819
Gain on disposal (including vendor's liabilities assumed by the buyer)	160
Consideration	979
Satisfied by:
Cash	900
Vendor's liabilities assumed by the buyer	200
Transaction costs settled in cash	(121)
	979

 

 

 

5. (Loss)/Earnings per share

(a) Basic

 

The basic (loss)/earnings per share is calculated by dividing the consolidated (loss)/profit attributable to owners of the Company by the weighted average number of ordinary shares in issue during the year.

 

		2009	2008
		US$'000	US$'000
(Loss)/Profit attributable to owners of the Company
- Continuing operations		(420)	(607)
- Discontinued operations		(283)	1,040
		(703)	433
		2009	2008
Weighted average number of shares for calculating basic loss per share		137,401,194	137,187,094
		2009	2008
		US cents	US cents
Basic (loss)/earnings per share
- Continuing operations		(0.31)	(0.44)
- Discontinued operations		(0.21)	0.76
		(0.52)	0.32

 

 

(b) Diluted

 

The diluted loss per share for 2009 is the same as the basic loss per share as the outstanding share options were anti-dilutive. The share options were cancelled on 27 October 2009.

 

The diluted (loss)/earnings per share for 2008 is based on a weighted average number of shares of 150,864,178, calculated as follows:

 

 

	2008
Weighted average number of shares for calculating basic loss per share	137,187,094
Weighted average number of share options	13,677,084
Weighted average number of shares for calculating diluted loss per share	150,864,178

 

6. Share capital

	Number of ordinary shares	Value US$'000
Authorised (par value of 0.25p)
At 31 December 2007, 31 December 2008 and 31 December 2009	4,000,000,000	18,470
Issued and fully paid (par value of 0.25p each) At 31 December 2007 Shares issued in year	136,544,794 856,400	632 4
At 31 December 2008 and 31 December 2009	137,401,194	636

Share options

The Group adopted an employee Share Option Scheme in order to incentivise key management and staff. The fair value of options granted was determined using Black-Scholes valuation models. Significant inputs into the calculations were as follows:

 

§ 41% - 47% volatility based on expected share price (ascertained by reference to historic share prices of both the Company and comparable listed companies)

§ share price of between 7p and 2p per share at date of grant of options

§ exercise price of between 20p and 2p per share

§ a risk free interest rate of 2.78%

§ 0% dividend yield

§ estimated options lives of three years.

 

At 31 December 2009, the Group had no options outstanding (2008: 13,677,084) as all options were cancelled on completion of the disposal of the Group's subsidiary undertakings (note 4), resulting in a share based payment charge for the year of US$89,000.

 

7. Publication of non-statutory accounts

 

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. Then consolidated statement of financial position at 31 December 2009 and the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows and the associated notes for the year then ended have been extracted from the Group's financial statements upon which the auditor's opinion is unqualified and does not include any statement under section 498 of the Companies Act 2006.

The accounts for the year ended 31 December 2009 will be posted to shareholders and laid before the Company at the Annual General Meeting in due course. Copies will also be available from the registered office of the Company and via the Company's website www.hameldonresources.com.

This information is provided by RNS

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