31 Jul 2012 17:48
Pires Investments PLC
("Pires" or the "Company" (previously named Oak Holdings PLC))
Half yearly results to 30 April 2012
Chairman's Statement
Pires Investments plc, an investing company focusing on the resources and energy sectors, announces its half yearly results for the six months ended 30 April 2012.
Following the General Meeting held on 16 April 2012 at which Shareholders approved, inter alia, a capital reorganisation, the disposal of its subsidiaries, a Company Voluntary Arrangement ("CVA") and a new investing policy, focusing on investing in the resources sector, the Company announced on 17 April 2012 that it had successfully raised £1.7 million through a placing.
As at 30 April 2012 the Company had a cash balance of approximately £1.6million.
As part of the CVA the Company agreed to pay creditors an amount of 10p in the pound to be settled equally by way of cash and new ordinary shares in the Company.
The results for the period show a profit of £1.046 million which arises from the accounting treatment of the reduction in creditors following the CVA and the previous activities of the Company being treated as "discontinued activities". The Company currently has no trading activities. The Directors are keeping administrative expenses incurred by the Company to a minimum.
The Board is actively reviewing potential investment opportunities in the resources and energy sector and looks forward to updating Shareholders of progress as these come to fruition.
Following the CVA and fundraising, Aamir Quraishi and I joined the Board and the Company is hopeful that using our extensive experience in identifying and executing corporate transactions, an investment, probably by way of reverse takeover, will be completed, with a view to enhancing Shareholders' value.
Peter Redmond
Chairman
Enquiries:
Pires Investments plc Peter Redmond, Director
| Tel: 0207 580 7576
|
Nominated Adviser Cairn Financial Advisers LLP Liam Murray / Avi Robinson
| Tel: 020 7148 7900
|
Broker Peterhouse Corporate Finance Jon Levinson Lucy Williams
|
+44 (0) 207 469 0935 +44 (0) 207 469 0936
|
UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 April 2012
Unaudited | Unaudited | Audited | ||||||
6 months | 6 months | Year | ||||||
ended | ended | ended | ||||||
30-Apr | 30-Apr | 31-Oct | ||||||
2012 | 2011 | 2011 | ||||||
Continuing activities | £ | £ | £ | |||||
Notes | ||||||||
Revenue | - | 506,233 | 54,587 | |||||
Administrative expenses | (184,860) | (703,979) | (561,952) | |||||
Exceptional credit resulting from the CVA | 1,536,191 | - | - | |||||
Operating profit/(loss) from continuing activities | 1,351,331 | (197,746) | (507,365) | |||||
Finance income | - | - | 4 | |||||
Finance costs | (50,653) | (11,614) | (64,293) | |||||
Profit/(loss) before taxation from continuing activities | 1,300,678 | (209,360) | (571,654) | |||||
Tax | - | - | - | |||||
Profit/(loss) for the period from continuing activities | 1,300,678 | (209,360) | (571,654) | |||||
Profit/(loss) from discontinued activities | (254,537) | - | (1,208,232) | |||||
Profit/(loss) for the period attributable to equity holders of the Company | 1,046,141 | (209,360) | (1,779,886) | |||||
Earnings/(loss) per share | 3 | |||||||
Equity holders | ||||||||
From continuing activities | 0.8 | (0.4) | (0.8) | |||||
From continuing and discontinued activities | 0.7 | (0.4) | (0.8) | |||||
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 April 2012
Unaudited | Unaudited | Audited | ||||
As at | As at | As at | ||||
30-Apr | 30-Apr | 31-Oct | ||||
2012 | 2011 | 2011 | ||||
£ | £ | £ | ||||
Notes | ||||||
NON-CURRENT ASSETS | ||||||
Property, plant and equipment | 167,300 | 1,674,372 | 489,532 | |||
TOTAL NON CURRENT ASSETS | 167,300 | 1,674,372 | 489,532 | |||
CURRENT ASSETS | ||||||
Inventories | - | 602,387 | 552,736 | |||
Trade and other receivables | 33,375 | 48,385 | 21,283 | |||
Cash and cash equivalents | 1,582,188 | 2,210 | 1.049 | |||
TOTAL CURRENT ASSETS | 1,615,563 | 652,982 | 575,068 | |||
TOTAL ASSETS | 1,782,863 | 2,327,354 | 1,064,600 | |||
EQUITY | ||||||
Called up share capital | 11,287,103 | 9,587,103 | 9,587,103 | |||
Share premium account | 2,932,818 | 3,017,818 | 3,017,818 | |||
Retained earnings | (13,077,356) | (12,552,971) | (14,123,497) | |||
Capital redemption reserve | 164,667 | 164,667 | 164,667 | |||
TOTAL EQUITY | 3 | 1,307,232 | 216,617 | (1,353,909) | ||
LIABILITIES | ||||||
NON-CURRENT LIABILITIES | ||||||
Borrowings | - | 1,176,104 | 4,234 | |||
TOTAL NON-CURRENT LIABILITIES | - | 1,176,104 | 4,234 | |||
CURRENT LIABILITIES | ||||||
Borrowings | 167,300 | 221,433 | 1,143,605 | |||
Trade and other payables | 308,331 | 713,200 | 1,270,670 | |||
TOTAL CURRENT LIABILITIES | 475,631 | 934,633 | 2,414,275 | |||
TOTAL LIABILITIES | 475,631 | 2,110,737 | 2,418,509 | |||
TOTAL EQUITY AND LIABILITIES | 1,782,863 | 2,327,354 | 1,064,600 |
UNAUDITED CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 30 April 2012
Unaudited | Unaudited | Audited | ||
6 months to | 6 months to | Year ended to | ||
30-Apr | 30-Apr | 31-Oct | ||
2012 | 2011 | 2011 | ||
£ | £ | £ | ||
Notes | ||||
Cash flows from operating activities | 5 | 723,099 | (21,382) | (15,418) |
Cash flows from investing activities | ||||
Payments to acquire tangible fixed assets | - | (15,565) | (11,619) | |
Cash consideration for acquisitions | - | - | - | |
Net cash used in investing activities | (15,565) | (11,619) | ||
Cash flows from financing activities | ||||
Advances on loans and overdrafts | - | 58,787 | 238,977 | |
Net proceeds from issue of shares | 1,592,000 | - | - | |
Reduction in loan finance | (675,671) | - | (130,949) | |
Repayments of obligations under hire purchase contracts | (7,636) | (9,661) | (17,297) | |
Net interest paid | (50,653) | (11,614) | (64,290) | |
Net cash from financing activities | 858,040 | 37,512 | 26,441 | |
Net increase/(decrease) in cash and cash equivalents during the period | 1,581,139 | 565 | (596) | |
Cash and cash equivalents at beginning of the period | ||||
1,049 | 1,645 | 1,645 | ||
Cash and cash equivalents at end of the period | 1,582,188 | 2,210 | 1,049 | |
Notes to the Unaudited Interim Report
1. GENERAL INFORMATION
Pires Investments PLC (the "Company") is a company domiciled in England whose registered office address is c/o Morrison & Foerster, CityPoint, One Ropemaker Street, London EC2Y 9AW. The condensed consolidated interim financial statements of the Company for the six months ended 30 April 2012 is that of the Company and its subsidiaries (together referred to as the "Group").
The condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.
The financial information for the year ended 31 October 2011 has been extracted from the statutory accounts for that period which were prepared in accordance with International Financial Reporting Standards ("IFRS"). The auditors' report on the statutory accounts was unqualified. A copy of those financial statements has been filed with the Registrar of Companies.
The financial information for the six months ended 30 April 2011 and 2012 was also prepared in accordance with IFRS.
The condensed consolidated interim financial statements do not include all of the information required for full annual financial statements.
The condensed interim financial statements were authorised for issue on 31 July 2012.
2. BASIS OF ACCOUNTING
The consolidated financial statements are unaudited and have been prepared on the historical cost basis in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS") using the same accounting policies and methods of computation as were used in the annual financial statements for the year ended 31 October 2011. As permitted, the interim report has been prepared in accordance with the AIM rules for Companies and is not compliant in all respects with IAS 34 Interim Financial Statements. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and hence cannot be construed as in full compliance with IFRS.
3. LOSS PER SHARE
The calculation of the basic loss per share is based on the following data:
Unaudited | Unaudited | Audited | |||
6 months | 6 months | Year | |||
ended | ended | ended | |||
30-Apr | 30-Apr | 31-Oct | |||
2012 | 2011 | 2011 | |||
£ | £ | £ | |||
Profit/(loss) on continuing activities after tax | 1,215,678 | (209,360) | (436,416) | ||
Profit/(loss) on continuing and discontinued activities after tax | 1,046,141 | (209,360) | (436,416) | ||
Number of shares | |||||
Weighted average number of ordinary shares for the period
| 153,922,503 | 55,570,856 | 55,570,856 | ||
Earnings/(loss) per share from continuing activities (p) | 0.8 | (0.4) | (0.8) | ||
Earnings/(loss) per share from continuing and discontinued activities (p) |
0.7 |
(0.4) |
(0.8) | ||
The exercise of the outstanding options and warrants at 30 April 2012 would result in the Company issuing shares at a value in excess of the average market price and are therefore not dilutive. At that date, there were potentially 91,428 ordinary shares that could be issued under the terms of options, and 2,021,791 warrants, that will potentially reduce future earnings per share. In addition there were warrants outstanding to subscribe new ordinary shares representing 6% of the Company's issued ordinary share capital from time to time.
4. STATEMENT OF CHANGES IN EQUITY
Share Capital | Share Premium | Retained Earnings | Capital Redemption Reserve | Total | |||||
£ | £ | £ | £ | ||||||
At 1 November 2010 | 9,587, 103 | 3,017,818 | (12,343,611) | 164,667 | 425,977 | ||||
Loss for the 6 months ended 30 April 2011 | (209,360) | (209,360) | |||||||
At 30 April 2011 | 9,587,103 | 3,017,818 | (12,552,971) | 164,667 | (216,617) | ||||
Loss for the 6 months ended 31 October 2011 | (1,570,526) | (1,570,526) | |||||||
At 31 October 2011 | 9,587, 103 | 3,017,818 | (14,123,497) | 164,667 | (1,353,909) | ||||
Loss for the 6 months ended 30 April 2012 | 1,046,141 | 961,141 | |||||||
Issue of shares | 1,700,000 | (85,000) | 1,700,000 | ||||||
At 30 April 2012 | 11,287,103 | 2,932,818 | (13,077,356) | 164,667 | 1,307,232 |
5. NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
Unaudited | Unaudited | Audited | |
6 months | 6 months | Year | |
ended | ended | ended | |
30-Apr | 30-Apr | 31-Oct | |
2012 | 2011 | 2011 | |
£ | £ | £ | |
Cash flow from operations | |||
Operating profit/(loss) | 1,351,331 | (197,746) | (507,365) |
Loss from discontinued activities | (254,537) | (1,208,232) | |
Depreciation | 50 | 28,801 | 55,955 |
Loss on disposal of fixed assets | 25,000 | - | - |
Impairment of fixed asset | - | - | 1,153,740 |
Credit resulting from CVA | (1,536,191) | - | - |
Increase in inventories | 552,736 | (22,604) | 27,048 |
Decrease/(increase) in receivables | 10,908 | 33,113 | 60,216 |
Increase/(decrease) in payables | 573,802 | 137,054 | 403,220 |
Cash flow from operations | 723,099 | (21,382) | (15,418) |
6. DISTRIBUTION OF INTERIM REPORT
Copies of the Interim Report for the six months ended 30 April 2012 can be obtained from the Registered Office during normal business hours and are available on the Company's website, www.piresinvestments.com.