2 Apr 2014 13:30
AIMSHELL ACQUISITIONS PLC ("the Company")
Final Results for the year ended 31st December 2013
Chairman's Statement
These financial statements for the year ended 31st December 2013 cover the period during which your company had no trading activity and was a cash shell reviewing possible acquisitions in accordance with the agreed investment policy.
At the General Meeting on 5th December 2013 shareholders gave approval to continue the search and the investment policy for a further period of 6 months from 24th November 2013. I am pleased to report that a suitable acquisition has now been found and we have today announced details of the acquisition of Mi-Pay Limited. This acquisition is a reverse takeover under the AIM Rules for Companies and it is intended that an Admission Document providing full details and seeking your approval for the acquisition of Mi-Pay Limited will be posted later today.
Assuming approval is given at the General Meeting on Monday 28 April 2014, AimShell Acquisitions plc will also change its name to Mi-Pay plc and the shares of AimShell will be re-admitted to trading on AIM as soon as possible thereafter.
If for any reason the acquisition does not proceed, we will inform shareholders of our recommendation to return the assets of company to them.
It has taken some time to find an acquisition opportunity which we felt able to recommend to you, and we appreciate your patience and support during this period and believe that the acquisition will lead to increased shareholder value.
Notice of the Annual General Meeting ("AGM") for 2014 is included in the Report and Financial Statements together with a Form of Proxy, and it is intended that the AGM will be held immediately following the General Meeting referred to above on the 28 April 2014 to approve the acquisition of Mi-Pay Limited.
James Leek
Chairman
2 April 2014
The Annual Report and Accounts, and the Notice of AGM have been posted to shareholders.
Copies of the documents referred to above are also available from the Company's website, www.aimshell.co.uk.
Enquiries:
| |
James Leek, Chairman | 07966 528 295 |
AimShell Acquisitions plc
| |
John Depasquale/Ross Andrews | |
Zeus Capital Ltd | 020 7533 7727/0161 831 1512 |
REPORT OF THE DIRECTORS
The directors submit their report and financial statements, together with the Independent Auditor's report, for the year ended 31 December 2013.
The company is not required to prepare a Corporate Governance or Directors' Remuneration Report and so has chosen not to do so.
Principal activity
The principal activity of AimShell Acquisitions plc is that of a shell company seeking investment. At the General Meeting held on the 5 December 2013 shareholders gave approval for the Company to continue to search for acquisitions for a further six months from the 23 November 2013. If no acquisition has been made at the end of this period the Company will return its assets to shareholders. As such at the balance sheet date the Company does not have any investments. As a result of the cessation of trade in the prior period accounting standards require that the financial statements be prepared on a basis other than going concern. A summary of the progress made in finding a suitable investment is provided in the Strategic Report (see below).
2013 | 2012 | |
£'000 | £'000 | |
Results | ||
(Loss) for the financial year | (45) | (6,625) |
Dividend paid | - | - |
Dividends
The Directors do not recommend the payment of an ordinary dividend (2012: nil per share).
Capital structure
The company has one class of ordinary shares. Each share carries the right to one vote at general meetings of the company. The percentage of the issued nominal value of the ordinary shares is 69.33% of the total nominal value of authorised share capital.
Under its Articles of Association, the company has authority to issue 15,000,000 ordinary shares.
There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The directors are not aware of any agreements between holders of the company's shares that may result in restrictions on the transfer of securities or on voting rights.
No person has any special rights of control over the company's share capital and all issued shares are fully paid.
With regard to the appointment and replacement of directors, the company is governed by its Articles of Association, as Aim is subject to voluntary application of the Code, the Companies Acts and related legislation. The Articles themselves may be amended by special resolution of the shareholders. The powers of directors are described in the Main Board Terms of Reference, copies of which are available on request.
In any 10 year period no more that 10% of AimShell Acquisitions' issued share capital can be under option.
Called-up share capital
2013 | 2012 | |
£000 | £000 | |
Authorised | ||
15,000,000 (2011: 15,000,000) ordinary shares of 10p each | 1,500 | 1,500 |
Called up, allotted and fully paid | ||
10,400,020 (2011: 10,400,020) ordinary shares of 10p each | 1,040 | 1,040 |
Substantial shareholdings
On 1 March 2014 the company had been notified, in accordance with chapter 5 of the Disclosure and Transparency Rules, and with reference to the register of members, of the following major interests in shares of the company.
Ordinary Shares of 10p each
| Percentage of voting rights and issued share capital | No. of Ordinary shares |
IS Partners Investement Solutions Ag | 24.98% | 2,598,000 |
Leek J Esq | 12.60% | 1,310,470 |
ISIS EP LLP | 12.31% | 1,280,000 |
Octopus Investments Limited | 7.98% | 829,810 |
Morton A L R Esq | 7.68% | 798,757 |
North Atlantic Value LLP | 4.33% | 450,000 |
Selftrade | 3.58% | 372,634 |
Cohen A P Esq | 3.04% | 316,600 |
Directors and their interests
Unless otherwise stated the directors who served during the year and up to the date of approval of this report are:
James Leek
Michael Stone
None of the directors had a beneficial interest in any contract to which the company was a party during the period. The directors who held office at 31 December 2013 had the following interests in the ordinary shares of AimShell Acquisitions plc.
31 December 2013 | 31 December 2012 | |
Mr James Leek | 1,310,470 | 1,065,600 |
Mr Michael Stone | 89,598 | 89,598 |
Charitable donations
The Company did not make any charitable donations during the period (2012: nil).
Creditor payment policy
The Company's policy is to settle terms of payment to creditors and other suppliers when agreeing the terms of each transaction, ensure that suppliers are made aware of the terms of payment and abide by the terms of payment. Trade creditor days of the company for the period ended 31 December 2013 were 43 days (2012: 3 days) based on the ratio of trade creditors at the period end to the amounts invoiced during the period by trade creditors. All outstanding creditors at the time of the sale of AimShell Acquisitions plc were settled prior to the sale of Autoclenz Limited.
Future prospects
The directors believe that there is a high probability of the Company making an investment before the expiry of the 6 months ending 23 May 2014. If this should not be the case the Directors will proceed to wind up the Company in order to return its assets to shareholders as previously stated.
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. Short term creditors and debtors are not treated as financial instruments.
Going concern
Following the disposal of the company's investment during the prior year and the consequent cessation of trade, the financial statements have been prepared on a basis other than going concern. No adjustments arose as a result of ceasing to apply the going concern basis.
Third party indemnity provisions
There were no third party indemnities in issue during the financial year.
Auditor
The auditor, Deloitte LLP, is deemed to be re-appointed in accordance with section 489 of the Companies Act 2006 by virtue of an elective resolution passed by the members.
Disclosure of information to Auditor
Each of the persons who is a Director at the date of approval of this report confirms that so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware and the Director has taken all the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and to establish that the Company auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
By Order of the Board
Michael Stone
Company Secretary
AimShell Acquisitions plc
Stanhope Road
Swadlincote
Derbyshire
DE11 9BE
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2013
Notes | 2013 | 2012 | |
£'000 | £'000 | ||
Turnover | - | - | |
Cost of sales | - | - | |
Gross profit | - | - | |
Administration expenses | (132) | (182) | |
Operating (loss) | (132) | (182) | |
Income from subsidiary undertaking | - | 5,202 | |
(Loss) on disposal of subsidiary undertaking | 2 | - | (11,508) |
Exceptional costs relating to the disposal of Autoclenz Limited | - | (146) | |
Net interest received/(charged) | 3&9 | 87 | (12) |
(Loss) on ordinary activities before taxation | 4 | (45) | (6,646) |
Tax on loss on ordinary activities | 5 | - | 21 |
(Loss) for the financial year | (45) | (6,625) | |
Basic (loss) per share (pence) | 6 | (0.43) | (63.70) |
All activities are derived from discontinued operations and there are no other gains or losses to report in either year. Accordingly, no separate statement of total recognised gains and losses has been presented.
BALANCE SHEET
As at 31 December 2013
As at | As at | ||
31 December | 31 December | ||
2013 | 2012 | ||
Notes | £'000 | £'000 | |
Current assets | |||
Debtors | 9 | 678 | 1,033 |
Cash | 10 | 3,163 | 2,833 |
Creditors: amounts falling due within one year | 11 | (38) | (18) |
Net current assets | 3,803 | 3,848 | |
Total assets less current liabilities, being net assets | 3,803 | 3,848 | |
Capital and reserves | |||
Called up share capital | 12 | 1,040 | 1,040 |
Profit and loss account | 13 | 2,763 | 2,808 |
Shareholders' funds | 3,803 | 3,848 |
The financial statements of AimShell Acquisitions plc (registration number 05550853) were approved by the board of directors and authorised for issue on 2 April 2014 and signed on its behalf by:
James Leek
Chairman
Cash flow statement
For the year ended 31 December 2013
Year ended 31 December 2013 | Year ended 31 December 2012 | ||||
Notes | £000 | £000 | £000 | £000 | |
Operating activities | |||||
Operating (loss) for the year | (132) | (182) | |||
Adjustments for: | |||||
Depreciation of tangible fixed assets | - | 1 | |||
Decrease/(increase) in debtors | 1 | (26) | |||
Increase/(decrease) in creditors | 20 | (4,900) | |||
Net cash (outflow) from operating activities | (111) | (5,107) | |||
Returns on investments and servicing of finance | |||||
Interest paid | - | (19) | |||
Interest received | 87 | 7 | |||
Repayment of loan note | 333 | - | |||
Dividends received from subsidiary | - | 5,202 | |||
420 | 5,190 | ||||
Taxation | |||||
Corporation tax | 21 | - | |||
Equity dividend paid | - | (104) | |||
Acquisitions and Disposals | |||||
Proceeds on disposal of investment | - | 3,000 | |||
Exceptional disposal costs | - | (146) | |||
Net increase in cash | 15&16 | 330 | 2,833 | ||
NOTES TO THE FINANCIAL STATEMENTS
1 Accounting Policies
Basis of preparation
Following the sale of Autoclenz Limited in November 2012, the Company is a single reporting entity and no longer the holding company of a group. The financial statements are therefore those of a single reporting entity and the comparative figures in these financial statements are those of the Company only in respect of the year ended 31 December 2012.
For the year ended 31 December 2013, the company has chosen to prepare its annual financial statements in accordance with UK GAAP. The financial statements have been prepared under the historical cost convention. The accounting policies have been applied consistently throughout the year and the preceding year.
AimShell Acquisitions plc is a shell company seeking an investment. At the balance sheet date the Company does not have any investments and a result of this, accounting standards require that the financial statements are prepared on a basis other than going concern. Subject to shareholder consent it is the directors' view that an investment will be made in the near future.
Investments
Investments held as fixed assets are stated at cost less provision for any impairment.
Taxation
UK Corporation tax is provided at amounts expected to be paid using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the company's taxable profits and its results as stated in thefinancial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are expected to reverse, based on the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is measured on a non-discounted basis.
Cash
Cash comprises cash on hand and deposits held at call with banks with original maturities of one month or less.
Going concern
Following the disposal of the company's investments in November 2012 and the consequent cessation of trade, the financial statements have been prepared on a basis other than going concern. No adjustments arose as a result of ceasing to apply the going concern basis.
Share-based payments
The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of the grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period that will eventually vest and adjusted for the effect of non market-based vesting conditions.
Fair value is measured by use of the Black Scholes model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
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. Short term creditors and debtors are not treated as financial instruments.
Income from group undertakings
Dividends received from investments in subsidiaries are accounted for as income from group undertakings.
2 Sale of subsidiary undertaking
AimShell Acquisitions plc sold its 100% investment in Autoclenz Limited, a company incorporated in England & Wales, on 23 November 2012. The trading company of Autoclenz Limited and its wholly owned subsidiary of Autoclenz Services Ltd were sold for £4,000,000,being £3,000,000 in cash and £1,000,000 loan note to be repaid within 3 years. The sale of Autoclenz Limited resulted in a loss on disposal of £11,508,000.
Autoclenz Limited was bought by four of the management team and two investors. The transaction is detailed further in note 17, Related Party Transactions.
2012 £'000 | |
Investment disposed of and the related sale proceeds were as follows: | |
Investment in subsidiary | 15,508 |
Loss on sale | (11,508) |
Sale proceeds | 4,000 |
Satisfied by: | |
Cash | 3,000 |
Loan notes | 1,000 |
4,000 |
3 Net interest received
2013 | 2012 | |
£'000 | £'000 | |
Interest received on short term deposits | 9 | - |
Interest received on loan note | 73 | - |
Interest payable on non utilisation of revolving credit facility | - | (19) |
Interest due on loan note | 5 | 7 |
87 | (12) |
4 Loss on ordinary activities before taxation
2013 £'000 | 2012 £'000 | |
Loss on ordinary activities before taxation is stated after charging: | ||
Depreciation of owned tangible fixed assets | - | 1 |
Fees payable to the Company's auditor for the audit of the company accounts | 7 | 10 |
There were no non audit fees in either year. |
5 Tax on profit on ordinary activities
2013 | 2012 | |
£'000 | £'000 | |
The tax charge comprises: | ||
UK corporation tax at current rates | - | 21 |
Current tax | - | 21 |
Deferred tax | - | - |
UK corporation tax at current rates | - | 21 |
The standard rate of tax for the period, based on the UK standard rate is 23% (2012: 24%). The actual tax charge for the current and previous year differs from the standard rate for the reasons set out below in the following reconciliation.
2013 | 2012 | |
£'000 | £'000 | |
(Loss) on ordinary activities before taxation | (45) | (6,646) |
Tax at 23% (2012: 24%) | (10) | (1,595) |
Expenditure not deductible for tax purposes | 2 | 35 |
Non taxable income | - | (1,248) |
Trading losses carried forward | 8 | 4 |
Group relief not paid for | - | 21 |
Disposal of subsidiary | - | 2,762 |
Current year tax | - | (21) |
At the balance sheet date, the Finance Act 2013 had been substantively enacted confirming that the main UK corporation tax rate will be 21% from 1 April 2014 and 20% from 1 April 2015.
6 Loss per share
2013 | 2012 | |
Basic shares | Basic shares | |
Weighted average number of ordinary shares | 10,400,020 | 10,400,020 |
(Loss) (£000s) | (45) | (6,625) |
(Loss) per share (pence) | (0.43) | (63.70) |
7 Dividends
2013 | 2012 | |
Dividends paid and proposed on equity shares | £000 | £000 |
- final dividend for the year ended 2013 of nil (2012: £0.01) per ordinary share | - | 104 |
8 Staff costs
2013 | 2012 | |
Number | Number | |
The average monthly number of employees including non executive directors was: | ||
Administration | 2 | 4 |
The aggregate remuneration of all employees comprised: | 2013 | 2012 |
£'000 | £'000 | |
Wages and salaries | 41 | 97 |
Social security costs | - | 3 |
Other pension costs | - | 9 |
41 | 109 | |
Directors' remuneration | 2013 | 2012 |
£'000 | £'000 | |
The remuneration of the directors was as follows: | ||
Directors' emoluments | 41 | 119 |
Highest paid director's emoluments | 30 | 36 |
Highest paid director's accrued pension benefits | - | 5 |
Information for 2012 includes 25% of Grahame Rummery and Trevor Clingo's remuneration (£41,044 and £27,068 respectively) up to 22 November 2012 and 100% of the remuneration of James Leek and Michael Stone.
The total emoluments for 2013 includes £12,000 paid in Non Executive Director fees plus additional consultancy costs of £29,170 charged by James Leek and Michael Stone. On the legal completion of a successful acquisition a further sum of £33,857.50 (plus VAT) will be due to Michael Stone as disclosed in Note 19 below.
9 Debtors
2013 | 2012 | |
£000 | £000 | |
Loan note | 667 | 1,000 |
Interest on loan note | 5 | 7 |
Other taxation and social security | - | 21 |
Prepayments | 6 | 5 |
678 | 1,033 |
The principal amount of the loan note issued was £1,000,000. Interest is charged at 7% on the outstanding principal amount of the note.
Up to and including the first anniversary of the date of the instrument, interest accrues and is compounded three-monthly with the aggregate of all such compounded interest falling due on the first anniversary of the instrument.
£333,333 of the notes in issue was repaid in full on the first anniversary of the date of the instrument. The remainder of the notes will be repaid at a rate of £83,333 every three months until completion, being 36 months from the date of the instrument.
Of the total amount of debtors £333,335 is due for repayment after more than one year.
10 Cash
2013 | 2012 | |
£000 | £000 | |
Cash | 76 | 40 |
Short term deposits | 3,087 | 2,793 |
3,163 | 2,833 |
11 Creditors: falling due within one year
2013 | 2012 | |
£000 | £000 | |
Trade creditors | 17 | 2 |
Accruals and deferred income | 21 | 16 |
38 | 18 |
12 Called-up share capital
2013 | 2012 | |
£'000 | £'000 | |
Authorised | ||
15,000,000 ordinary shares of 10p each (2012: 15,000,000) | 1,500 | 1,500 |
Called up, allotted and fully paid | ||
10,400,020 ordinary shares of 10p each (2012: 10,400,020) | 1,040 | 1,040 |
The company has one class of ordinary shares which carry no right to fixed income.
13 Profit and loss account
Total | |
£'000 | |
Profit and loss account as at 1 January 2013 | 2,808 |
Retained loss for the year | (45) |
As at 31 December 2013 | 2,763 |
|
14 Reconciliation of movement in shareholders' funds
Total | |
£'000 | |
Loss for the year | (45) |
Dividends paid | - |
Net reduction in shareholders' funds | (45) |
Opening shareholders' funds | 3,848 |
Closing shareholders' funds | 3,803 |
15 Analysis of net debt/funds
1 Jan 2013 | Cash flow | 31 Dec 2013 | |
£'000 | £'000 | £'000 | |
Cash | 2,833 | 330 | 3,163 |
Net funds | 2,833 | 330 | 3,163 |
16 Reconciliation of net debt/funds
2013 | 2012 | |
£'000 | £'000 | |
Increase in cash | 330 | 2,833 |
Change in net funds resulting from cash flow | 330 | 2,833 |
being movements in net funds/debt | ||
Net funds 1 January 2013 | 2,833 | - |
Net funds 31 December 2013 | 3,163 | 2,833 |
17 Related party transactions
On 23 November 2012 the 100% investment in Autoclenz Limited was sold to four of the Autoclenz Limited management team, Mr T Clingo (Finance Director of AimShell Acquisitions plc, resigned 23 November 2012), Mr G Rummery (Chief Executive of AimShell Acquisitions plc, resigned 23 November 2012), Mr D Worrall (Operations Director of Autoclenz Limited), Mr M Ward (Operations Director of Autoclenz Limited) and two investors Mr A Reynolds and Mr P Foulger.
The investment in Autoclenz Limited was sold for £4,000,000, being £3,000,000 in cash and £1,000,000 in loan notes to be repaid within 3 years. At the year end amounts owed by the related parties were £666,667. The sale of Autoclenz Limited resulted in a loss on disposal of £11,508,000.
Autoclenz Limited is currently involved in the day to day administrative duties of AimShell Acquisitions plc while it seeks investment. The total cost incurred in 2013 was £12,000.
18 Share option schemes
The Company operated a share option plan that was established on 6 May 2011. On 23 November 2012 Mr G Rummery (Chief Executive, resigned 23 November 2012) and Mr T Clingo (Finance Director, resigned 23 November 2012) surrendered 75,000 EMI and unapproved options each. No share options remain.
On 23 November 2012 a total of 490,000 share options awarded to 12 members of staff were made void following the sale of the Autoclenz trading companies.
In any 10 year period no more that 10% of AimShell Acquisitions' issued share capital can be under option. There have been no share option grants during the reporting period.
19 Contingent liability
A warrant was granted to Zeus Capital Ltd as part of its remuneration for services provided in relation to the disposal of Autoclenz Limited.
The terms of the warrant are that Zeus Capital Ltd has the right, but not the obligation, to purchase 75,000 ordinary shares of £0.10 each in the Company which would be newly issued in the event of them being exercised. The exercise price is £0.40 per share and the right can be exercised at any time up to 23 November 2016.
A contingent liability exists in respect of 50% of the consultancy fees charged by Mr Michael Stone being withheld pending an investment. The fees will only become due on the successful completion of AimShell Acquisitions plc making an investment. The Company is currently pursuing a potential investment and signed heads of terms on 24 December 2013. The value of the contingent liability is £33,857.50 (plus VAT).
20 Ultimate controlling party
There is no one controlling party of the Company