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Final Results

28 Mar 2012 07:00

RNS Number : 2152A
Brady Exploration PLC
28 March 2012
 



Brady Exploration plc ("Brady" or the "Company")

 

Audited results for the 15 months ended 31 December 2011

__________________________________________________________________________________________

 

Main points

 

 

§ Former loss-making businesses sold

 

§ New investment policy to focus on the natural resources sector

 

§ Share placing resulted in cash injection to facilitate pursuit of new investment opportunities

 

§ Name changed to Brady Exploration plc from Capcon Holdings plc

 

Brady Exploration plc, the natural resources focused investing company, announces its audited results for the 15 months ended 31 December 2011.

 

Enquiries:

 

Brady Exploration plc

Alex Borrelli, Chairman +44 7747 020 600

 

Allenby Capital Limited

(Nominated adviser and joint broker)

Nick Naylor / Nick Athanas +44 20 3328 5656

 

Rivington Street Corporate Finance

(Joint broker)

Jon Levinson +44 20 7562 3357

 

 

Chairman's statement

 

I am pleased to report on the Company's results for the 15 month period to 31 December 2011.

 

During the period under review, the Company disposed of its loss-making trading activities in audit, stocktaking and investigatory services to a company connected with two of its former directors, Ken Dulieu and Paul Jackson, which was completed and approved by shareholders on 26 October 2011. At the same time, the Company raised gross proceeds of approximately £500,000 through a placing with new investors to be put towards the implementation of a new investing policy.

 

Following the sale of the Company's entire trading operations it became an Investing Company under the AIM Rules and the Company has adopted an investing policy to invest in companies operating in the natural resources sector, with a focus mainly, but not exclusively, on the mining sector. The Company's name was also changed from Capcon Holdings plc to Brady Exploration plc.

 

Ken Dulieu, Paul Jackson, Cliff Cavender and Jane Fowler stepped down from the Board following shareholder approval of the disposal and I would like to express my thanks to them for their contribution to the Company. In addition, I would like to welcome Nicholas Lee to the Board as a non-executive director. Nicholas joined the Board on 26 October 2011.

 

The audited results for the period under review show a profit on ordinary activities before taxation of £1.33 million and EPS of 6.4p reflecting a profit on the write-off of the intercompany balances of £0.25 million and a profit on the disposal of subsidiaries of £1.13m. The detailed results for the former trading activities are not disclosed in either the period under review or the comparative figures for the year ended 30 September 2010 as they were disposed of during the period. Net assets at 31 December 2011 amounted to £407,042 and cash balances at that date were £463,816.

 

The Board believes that value can be generated for shareholders through the implementation of the Company's investing policy through investments or acquisitions, or a combination of both. Such an acquisition or investment may be deemed to be a reverse takeover transaction of the Company under the AIM Rules and would therefore be subject to shareholders' approval.

 

We are currently considering a number of potential opportunities within the natural resources sector although our discussions remain at an early stage. We recognise that the Company has limited cash resources but believe they are sufficient for us to implement the initial stages of the Company's investing policy and, in the meantime, we are maintaining tight control over costs.

 

I look forward to updating shareholders as we progress our discussions and am confident that we can implement our investing policy for the benefit of the Company and its shareholders.

 

Alex Borrelli

Chairman

 

28 March 2012

 

 

Brady Exploration plc

 

Profit and loss account for 15 months ended 31 December 2011

__________________________________________________________________________________________

 

15 months ended Year ended

Note 31 December 2011 30 September 2010

 

£ £

 

Administrative expenses (50,735) -

_______ _______

 

Operating loss (50,735) -

 

 

Non operating exceptional items

 

Profit on disposal of subsidiary companies 3 1,381,412 -

_______ _______

 

Profit on ordinary activities before taxation 1,330,677 -

 

Interest payable and similar charges (121,928) (121,440)

 

_______ _______

 

Profit/(loss) on ordinary activities before taxation 1,208,749 (121,440)

 

Taxation on profit/(loss) from ordinary activities - -

_______ _______

Profit/(loss) on ordinary activities after taxation 1,208,749 (121,440)

_______ _______

 

 

All amounts relate to continuing activities.

All recognised gains and losses and other movements in shareholders' funds are included in the profit and loss account.

 

 

 

 

Earnings per share 2

 

 

Basic 6.4p (1.0p)

Diluted 5.8p (1.0p)

 

 

 

 

 

 

 

 

Balance sheet at 31 December 2011

__________________________________________________________________________________________

 

 

 

 

Note 2011 2011 2010 2010

£ £ £ £

Fixed assets

Investments 3 - 50,000

Current assets

Debtors 13,592 -

Cash at bank and in hand 463,816 -

_______ _______

 

477,408 -

 

Creditors:

Amounts falling due within one year (70,366) (759,937)

_______ _______

Net current assets /(liabilities) 407,042 (759,937)

_______ _______

 

Total assets less current liabilities 407,042 (709,937)

 

Creditors

Amounts falling due after more than one year - (600,000)

_______ _______

 

Net assets/(liabilities) 407,042 (1,309,937)

_______ _______

 

 

Capital and reserves

Called up share capital 577,472 121,856

Share premium account 2,887,296 2,842,942

Share based payment reserve 8,260 -

Profit and loss account (3,065,986) (4,274,735)

_______ _______

 

Shareholders' funds/(deficit) 407,042 (1,309,937)

_______ _______

 

 

The financial statements were approved by the Board and authorised for issue on 28 March 2012.

 

 

 

 

 

 

Alex Borrelli

Director

28 March 2012

 

 

 

 

Cash flow statement for the 15 months ended 31 December 2011

__________________________________________________________________________________________

 

Note 2011 2011 2010 2010

£ £ £ £

 

 

 

Net cash outflow from operating activities (11,155) -

 

 

Returns on investments and

servicing of finance

Interest paid - -

_______ _______

Net cash inflow from returns on

investment and servicing of finance - -

 

 

Acquisitions and disposals

Sale of subsidiary company 1 -

_______ _______

Net cash inflow from capital expenditure

and financial investment 1 -

 

_______ _______

 

Cash outflow before financing (11,154) -

 

 

Financing

Issue of shares 500,000 -

Share issue costs (25,030) -

_______ _______

 

Cash inflow from financing 474,970 -

_______ _______

 

Increase in cash in the year 4 463,816 -

_______ _______

 

 

 

Notes to the audited results for the 15 months ended 31 December 2011

 

 

1 Accounting policies

 

The financial statements have been prepared under the historical cost convention and are in accordance with United Kingdom Generally Accepted Accounting Practice.

 

The principal accounting policies are:

 

Basis of consolidation

 

At year end Brady Exploration plc had one wholly owned subsidiary, Brady Exploration (Operations) Limited. Since incorporation, Brady Exploration (Operations) Limited has not commenced operations and has no material assets or liabilities. As such, no consolidated financial statements have been prepared on the basis that in accordance with section 405 of the Companies Act 2006 its inclusion is not material for the purpose of giving a true and fair view.

 

Going concern

 

The financial statements have been prepared on the going concern basis as, in the opinion of the Directors, at the time of approving the financial statements, there is a reasonable expectation that the Company will continue in operational existence for the foreseeable future. The financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

 

Valuation of investments

 

Investments held as fixed assets are stated at cost less any provision for impairment in value.

 

Deferred taxation

 

Deferred tax is provided in full on timing differences that have originated but not reversed by the balance sheet date. The recognition of deferred tax assets is limited to the extent that the Company anticipates making sufficient taxable profits in the future to absorb the reversal of the underlying timing differences. Deferred tax balances are not discounted.

 

Financial Instruments

 

Financial instruments are measured initially and subsequently at cost. Finance costs are charged to the profit and loss account over the term of the debt so that the amount charged is at the constant rate on the carrying amount of the debt. Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument. Loan stock interest accruals are rolled up and included in the loan stock balance.

 

Share-based payments

 

Where share options are awarded to employees, the fair value of the options at the date of the grant is charged to the profit and loss account over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest.

 

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to the profit and loss account over the remaining vesting period.

 

Where equity instruments are granted to persons other than employees, the profit and loss account is charged with the fair value of goods and services received.

 

Where warrants are issued for services of Directors and employees the accounting treatment is consistent with the above.

 

 

2 Earnings per share

 

Earnings per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The weighted average number of equity shares in issue is 18,865,307 (2010 - 11,959,988) and the earnings, being profit after tax, are £1,208,749 (2010 - £121,440, loss).

15 months Year

ended ended

31December 30 September

2011 2010

£ £

 

Reconciliation of profit/(loss)

Profit/(loss) used for calculation of basic and diluted EPS 1,208,749 (121,440)

 

_______ _______

 

 

Reconciliation of denominator

Shares used for calculation of basic EPS 18,865,307 11,959,988

Dilutive effect of shares warrants 2,115,685 -

_______ _______

 

Shares used in calculation of diluted EPS 20,980,992 11,959,988

_______ _______

 

Earnings/(loss) per share

 

Basic 6.4p (1.0p)

Diluted 5.8p (1.0p)

 

 

3 Fixed asset investments

 

Subsidiary Subsidiary

undertakings undertakings

2011 2010

£ £

 

At 1 October 2010 50,000 50,000

 

Disposals (50,000) - _______ _______

 

At 31 December 2011 - 50,000

_______ _______

 

 

On 26 October 2011 Brady Exploration plc sold all of its investment in the wholly owned subsidiary, Capcon Limited, for £1 to Capcon Securities Limited. Both Capcon Limited and Capcon Securities Limited are UK incorporated companies.

 

Also on 26 October 2011 a Deed of Novation was agreed, whereby all the liabilities totalling £1,178,259, excluding £25,000 of loan stock, within Brady Exploration plc at that date were novated and transferred to Capcon Limited. This was part of the sale agreement of Capcon Limited to Capcon Securities Limited. The resulting intercompany balance of £253,152 was written back to the profit and loss account.

 

At the period end Brady Exploration plc had one subsidiary, Brady Exploration (Operations) Limited. Since incorporation, Brady Exploration (Operations) Limited has not commenced operations and has no material assets or liabilities therefore no consolidated financial statements have been prepared as at the date of these financial statements.

 

The profit on disposal has been calculated as:-

£

Cash proceeds 1

Intercompany balances written back 253,152

Liabilities transferred:-

Loan stock 600,000

Other loans 142,384

Accruals 410,014

Intercompany balances 25,861

 

Net assets disposed of:-

Investment in subsidiary undertaking (50,000)

_________

Profit on disposal 1,381,412

________

 

4 Analysis of net funds /(debt)

At

1 October Cash Other non- 31 December

2010 flow cash movements 2011

£ £ £ £

 

Cash at bank and in hand - 463,816 - 463,816

Cash - 463,816 - 463,816

 

Debt due after one year (600,000) - 600,000 -

Debt due within one year (353,832) - 328,832 (25,000)

Other loans (126,638) - 126,638 -

 

Financing (1,080,470) - 1,055,470 (25,000)

 

Total (1,080,470) 463,816 1,055,470 438,816

_________ _______ ________ _______

 

 

 

5 The financial information set out above does not constitute the company's statutory accounts for the 15 months ended 31 December 2011 and the year ended 30 September 2010 but is derived from those accounts. Statutory accounts for 2010 have been delivered to the Registrar of Companies and those for 2011 will be delivered following the company's annual general meeting. While the financial information included in this announcement has been prepared in accordance with the recognition and measurement criteria of United Kingdom Generally Accepted Accounting Practice (UK GAAP), this announcement does not itself contain sufficient information to comply with UK GAAP.

 

6 The Annual Report and Accounts for the 15 months ended 31 December 2011 and the Notice of Annual General Meeting are expected to be available to view and download from Brady's website (www.bradyexploration.com) from 28 March 2012 in accordance with rule 26 of the AIM Rules for Companies.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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