OCT.L Regulatory News (OCT)

9 December 2013 Octagonal plc ("Octagonal", the "Company" or the "Group") Interim results for the six months ended 30 September 2013 Octagonal plc (AIM: OCT) announces its interim results for the six months ended30 September 2013. Chairman's Statement These interim results are for the period ended 30 September 2013. Post periodend the Company disposed of its subsidiary IBP Limited (IBP) and on 2 October2013 became an Investing Company as defined by the AIM Rules. These resultsinclude the results of the disposed subsidiary IBP for the period. Disposal of IBP Limited As announced on 10 September 2013, the Board considered the ongoing viabilityof the revenue, profits and losses and cash outflows being derived from IBP asnot sufficient to fully offset the central costs associated with the Companybeing quoted on AIM. Disappointingly none of the major contract wins that theCompany had been targeting came to fruition and as a result forecast revenueswere extremely weak. The Board was therefore of the opinion that the disposalof IBP was in the best interests of shareholders. The disposal of IBP wasapproved on 2 October 2013. Capital re-organisation and fundraising On 2 October 2013, at the same time as the disposal of IBP, the Companyundertook a capital reorganisation and fundraising. The existing ordinary shares of 0.05p each were consolidated into ordinaryshares of 0.55p each at a ratio of 11 existing ordinary shares for every 1 newordinary share of 0.55p each; and each of the new ordinary shares of 0.55p eachwas then subdivided into and reclassified as one Redenominated Share (being anordinary share in the capital of the Company with a nominal value of 0.05 peach) and one Deferred Share (being a deferred share in the capital of theCompany of 0.50 p nominal value). The Deferred Shares carry negligible value and will not be admitted to trading.The Deferred Shares have limited rights, and are subject to the restrictions,set out in the Company's articles of association. At the same time the Company raised £250,021 before expenses by way of an issueof 250,021,404 new ordinary shares at an issue price of 0.1p per ordinaryshare. New investing policy Following the disposal of IBP, Octagonal was, having disposed of all of itstrading businesses, reclassified as an Investing Company under Rule 15 of theAIM Rules. The Company's new Investing Policy is to invest in and/or acquire companies and/or projects within the natural resources and/or agriculture sector withpotential for growth. The Company will also consider opportunities in othersectors as they arise if the new Board considers there is an opportunity togenerate an attractive return for Shareholders. The geographical focus willprimarily be Africa, however, investments may also be considered in otherregions to the extent that the Board considers that valuable opportunitiesexist and returns can be achieved. In selecting investment opportunities, the Board will focus on businesses,assets and/or projects that are available at attractive valuations and holdopportunities to unlock embedded value. The Company changed its name from Suretrack Monitoring plc to Octagonal plc on22 November 2013. Directors Hamish Harris and Daniel Maling joined the board on 2 October 2013, at whichtime Brian Wise stood down. I joined the board as Non-Executive Chairman on 22November 2013. I believe the Company is now best placed to move forward and to enhance futureshareholder value. Donald StrangChairman For further information please contact: Octagonal plc +44 (0) 20 7440 0640Hamish Harris/Daniel Maling Sanlam Securities UK Limited +44 (0) 20 7628 2200Nominated Adviser and BrokerSimon Clements / Catherine Miles Consolidated Income Statement Six Six Six Six Six Six Year Year Year months months months months months months ended ended ended ended ended ended ended ended ended 31 31 31 30 30 30 30 30 30 March March March September September September September September September 2013 2013 2013 Notes 2013 2013 2013 2012 2012 2012 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited) (Audited) (Audited) Dis- Continuing Total Dis- Continuing Total Dis- Continuing Total continued business continued business continued business business business business £ £ £ £ £ £ £ £ £ Revenue 2 68,031 - 68,031 127,454 - 127,454 202,439 - 202,439Cost of (36,435) - (36,435) (64,013) - (64,013) (125,071) - 125,071sales Gross 31,596 - 31,596 63,441 - 63,441 77,368 - 77,368profit Admin- (63,477) (66,792) (130,269) (81,207) (47,341) (128,548) (147,485) (116,786) (264,271)istrativeexpensesExceptional - - - - - - - (885,028) (885,028)items Operating (31,881) (66,792) (98,673) (17,776) (47,341) (65,107) (70,117) (1,001,814) (1,071,931)loss Loss before (98,673) (65,107) (1,071,931)tax Tax 4 - - -expense Loss for (98,673) (65,107) (1,071,931)the period Loss per 3share Basic (0.014p) (0.009p) (0.15p) Consolidated Statement of Comprehensive Income Six months Six months Year ended ended ended 30 September 30 September 31 March 2013 2012 2013 (Unaudited) (Unaudited) (Audited) £ £ £ Loss for the period (98,673) (65,107) (1,071,931) Other comprehensive income - - - Total comprehensive income for (98,673) (65,107) (1,071,931)the period Consolidated Statement of Financial Position 30 September 30 September As at 2013 2012 31 March (Unaudited) (Unaudited) 2013 £ £ (Audited) £ Non-current assets Goodwill - 885,028 - Other intangible assets 3,970 3,970 3,970 Property, plant and equipment 7,068 11,353 8,599 Long term loan note - 188,062 - 11,038 1,088,413 12,569 Current assets Inventories 3,835 29,422 13,175 Trade and other receivables 66,691 23,703 19,508 Cash and cash equivalents 64,506 167,819 101,174 135,032 220,944 133,174 Total assets 146,070 1,309,357 146,429 Equity and liabilities Equity Share capital 309,404 4,170,844 309,404 Share premium account - 2,091,897 - Retained earnings (399,540) (5,067,937) (304,998) Total equity (90,136) 1,194,804 4,406 Current liabilities Trade and other payables 236,206 114,553 142,020 Total current liabilities 236,206 114,553 142,020 Total equities and 146,070 1,309,357 146,426liabilities Consolidated Statement of Cash Flows Six months Six months Year ended ended ended 30 30 30 March September September 2013 2013 2012 (Unaudited) (Unaudited) (Audited) £ £ £ Operating activities Loss before tax (98,673) (65,107) (1,071,931) Adjustments for: Depreciation and amortisation 2,406 2,292 4,819 Loss on sale of fixed assets - - 750 Impairment of goodwill - - 885,028 Share based payment costs 4,131 4,131 8,620 (Increase) in inventories 9,340 (3,978) 12,270 (Increase)/Decrease in receivables (47,183) 31,258 35,451 (Decrease)/Increase in payables 94,186 (29,707) (2,241) Cash utilised by operations (35,793) (61,111) (127,234) Net cash utilised from operating (35,793) (61,111) (127,234)activities Investing activities Purchase of fixed assets (875) - (2,522) Proceeds from the sale of fixed assets - - 2,000 Net cash used in investing activities (875) - (522) Net cash outflow before financing (36,668) (61,111) (127,756) Decrease in cash and cash equivalents in (36,668) (61,111) (127,756)period Net cash and cash equivalents at start of 101,174 228,930 228,930the period Net cash and cash equivalents at end of 64,506 167,819 101,174the period Consolidated Statement of Changes in Equity Share Share Retained Total capital premium earnings account £ £ £ £ At 1 April 2012 4,170,844 2,091,897 (5,006,961) 1,255,780 Total comprehensive income for - - (65,107) (65,107)the period Share based payment charge - - 4,131 4,131 At 30 September 2012 4,170,844 2,091,897 (5,067,937) 1,194,804 At 1 April 2013 309,404 - (304,998) 4,406 Total comprehensive income for - - (98,673) (98,673)the period Share based payment charge - - 4,131 4,131 At 31 September 2013 309,404 - (399,540) (399,540) Notes to the interim report 1 Basis of preparation of the interim report The financial information set out in this interim report does not constitutestatutory accounts as defined in section 434 of the Companies Act 2006. TheGroup's statutory financial statements for the year ended March 2013 have beendelivered to the Registrar of Companies. The auditor's report on thosefinancial statements was unqualified and did not contain statements underSection 498(2) or Section 498(3) of the Companies Act 2006. This interim financial report has been prepared in accordance withInternational Accounting Standard 34 Interim Financial Reporting. The interimfinancial information has been prepared on a basis which is consistent with theaccounting policies adopted by the Group for the last financial statements andcomparative figures are given for the six months to 30 September 2012 and theyear ended 31 March 2013. 2 Segmental information The Group has had one operating segment which was overseen by a distinctmanagement team and reported to the Board. The subsidiary's operationsconstituted the supply, assembly and installation of security equipment throughIBP Limited. The disposal of IBP Limited was approved on 2 October 2013 and hasbeen shown as discontinued activities in these results. 6 months 6 months Year ended ended ended 31 March 30 September 30 September 2013 2013 2012 £ £ £ IBP and Group Revenue from UK 64,592 61,350 107,642 Revenue from Europe 3,421 66,104 94,797 68,013 127,454 202,439 Subsidiaries IBP Amortisation 2,406 2,292 4,819 Loss before tax 31,881 20,162 70,117 Total External Liabilities 50,041 43,363 20,840 Total External Assets 87,039 152,074 99,206 Central Adjustments Amortisation - - 885,028 Loss before tax 66,792 44,945 1,001,814 Total External Liabilities 186,164 71,191 121,180 Total External Assets 59,031 1,157,283 47,220 Group Amortisation 2,406 2,292 889,847 Loss before tax 98,673 65,107 1,071,931 Total External Liabilities 236,205 114,554 142,020 Total External Assets 146,070 1,309,357 146,426 3 Earnings per share Earnings per share has been calculated on a loss of £98,673 (2012: loss of £65,107) and the average number of shares in issue for the period of 694,692,443(2012: 694,692,443 shares). Six months ended Six months ended Year ended 30 September 2013 30 September 2012 31 March 2013 (Unaudited) (Unaudited) (Audited) Basic Basic Basic £ £ £ Earnings attributable to (66,792) (44,945) (1,001,814)ordinary shareholders fromcontinuing operations Earning per share (0.009p) (0.006p) (0.14p) Earnings attributable to (31,881) (20,162) (70,117)ordinary shareholders fromdiscontinued operations Earning per share (0.005p) (0.003p) (0.01p) Total Loss for the period (98,673) (65,107) (1,071,931) Loss per share (0.014p) (0.009p) (0.15p) 4 Tax No tax has been accounted for any of the periods shown as the group has beenloss making during these periods. 5 Post balance sheet events On 2 October 2013 the disposal of the Company's subsidiary company IBP Limitedwas approved and sold for £1. The results of IBP Limited have been shown asdiscontinued in the consolidated income statement. The value of theconsolidated net assets disposed was £21,718. On 2 October 2013 the Company undertook a capital re-organisation, on thefollowing basis: a. the existing ordinary shares of 0.05p each were consolidated into ordinary shares of 0.55p each at a ratio of 11 existing ordinary shares for every 1 new ordinary share of 0.55p each; and b. each of the new ordinary shares of 0.55p each was then subdivided into and reclassified as one Redenominated Share (being an ordinary share in the capital of the Company with a nominal value of 0.05 p each) and one Deferred Share (being a deferred share in the capital of the Company of 0.50 p nominal value). The Deferred Shares carry negligible value and will not be admitted to trading.The Deferred Shares have limited rights, and are subject to the restrictions,set out in the Company's articles of association. The rights attached to the Redenominated Shares are identical in all respectsto those of the existing ordinary shares. Also on 2 October 2012 the Company raised £250,021 before expenses by means ofa subscription for 250,021,404 Ordinary Shares at 0.1p per ordinary share. Itintends to utilise those funds in connection with implementing a proposed newInvesting Policy for the Company. In addition, and under the terms of thesubscription, 250,021,404 warrants to subscribe for new ordinary shares at anexercise price of 0.1p per new ordinary share exercisable for five years wereissued to the subscribers. 6 Availability of the interim report Copies of the interim report will be available from the registered office ofthe Company at Suite 3b, 38 Jermyn Street, London SW1Y 6DN and from theCompany's website www.octagonalplc.com.