31 Jan 2014 07:00
PLUTUS RESOURCES PLC
("Plutus" or the "Company")
Interim Report
for the six month period ended 31 October 2013
Plutus Resources plc (AIM: PLR) the natural resources focused investing company, announces its interim results for the six month period ended 31 October 2013.
Chief Executive's Report
During the period, management continued to examine a number of investment proposals. However, it has proved difficult to close a suitable transaction which would bring sufficient added value to shareholders. The directors were therefore pleased to announce, on 16 January 2014, the Company's acquisition of 25% of Attune Energy Limited ("Attune Energy"). The Company have now entered into a letter of intent for the acquisition of the remaining 75% of Attune Energy with the consideration to be satisfied through the issuance of new ordinary shares in Plutus to the shareholders of Attune Energy (the "Proposed Acquisition"). The Proposed Acquisition would constitute a reverse takeover under the AIM Rules and will therefore be conditional, inter alia, on the publication of an admission document by the Company and the approval of Plutus's shareholders at a general meeting. In accordance with the AIM Rules trading in the ordinary shares of Plutus will be suspended with effect from 7:30am on 31 January 2014 pending publication of an admission document. The Company has six months from today's date to either conclude a reverse takeover or substantially implement its investing policy before its shares are cancelled from trading on AIM.The Proposed Acquisition remains at a relatively early stage and there can be no certainty that it will be concluded successfully.
Board changes
As you will be aware Nick Lee, a Non Executive Director of the Company, stepped down from the board on 16 August 2013 due to other business commitments and I would like to thank him for his invaluable contribution to the Company and wish him well for the future.
Financial review
The Group's net loss for the period was £150,583. No investments were made during the period and cash costs were kept to a minimum where possible and further cost cuts have been made since the period end. Finance costs from the convertible loans were £7,474 for the six months compared with zero for the comparable period last year. Administration expenses were £153,109 (6 months ended 31 October 2012 - £132,938).
Cash and short term investments as at 31 October 2013 totalled £110,115.
Events after the reporting period
On 16 January 2014 the Company announced the purchase of 25% of Attune Energy, a company trading in the stand-by power generation market, for a consideration of £125,000 to be satisfied by the issue of 20,833,333 new ordinary shares of 0.1p each in the Company to be issued to Attune Energy, the directors believe that this market offers many opportunities for both the Company and Attune Energy.
Financing and going concern
In October 2013, the Company raised £137,000 (before expenses) through a subscription of 137,000 10% unsecured convertible loan notes of £1 each (the "Convertible Loan Notes") by existing shareholders and new investors (the "Subscription"). The net proceeds of the Subscription strengthened the Company's balance sheet and has provided working capital for the Company to investigate acquisition and investment opportunities.
The term of the Convertible Loan Notes is 18 months from the date of issue, this being 23 October 2013. The Convertible Loan Notes will be able to be converted into new ordinary shares of 0.1 pence each in Plutus at any time up to maturity at a price of 0.5 pence per share.
The directors believe that existing resources and the funds raised through the issuance of the Convertible Loan Notes will provide sufficient working capital for at least the next 12 months.
Outlook and strategy
The investment strategy for the Company is now clear and the directors believe that outlook is positive, following a disappointing period during which a number of prospective investment transactions did not reach a conclusion. The directors aim to build on the investment in Attune Energy with further transactions envisaged in the standby power generation sector in the future. In particular the directors are actively working on the transaction with Attune Energy previously referred to and I look forward to updating shareholders in due course on developments.
Charles Tatnall
Chief Executive Officer
30 January 2014
For more information please contact:
Plutus Resources plc
Charles Tatnall, Executive Director Tel: 020 7582 6598
James Longley, Finance Director
Allenby Capital Limited
(Nominated adviser and broker)
Mark Connelly Tel: 020 3328 5656
Nick Athanas
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 OCTOBER 2013
Unaudited 6 months ended 31 October 2013 | *Restated Unaudited 6 months ended 31 October 2012 | *Restated Audited Year ended 30 April 2013 | |
£ | £ | £ | |
Administration expenses | (153,109) | (132,938) | (341,141) |
Finance costs | (7,474) | - | (4,511) |
Loss before taxation | (160,583) | (132,938) | (345,652) |
Taxation | - | - | - |
Loss for the period and total comprehensive income | (160,583) | (132,938) | (345,652) |
Other comprehensive income: | |||
Credit to reserves arising on demerger of Ipso Management Limited | - | - | 329,766 |
(160,583) | (132,938) | (15,886) | |
Basic (loss)/earnings per share | |||
Continuing and total operations | (0.11p) | (0.34p) | (0.63p) |
Diluted (loss)/earnings per share | |||
Continuing and total operations | (0.11p) | (0.34p) | (0.63p) |
* The comparative figures for the 6 months to 31 October 2012 and the year ended 30 April 2013 have been restated to reflect the unconsolidated results of the Company (see note 2).
UNAUDITED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 OCTOBER 2013
| Called up share capital | Share premium account | Other reserves |
Retained deficit |
Total equity |
£ | £ | £ | £ | £ | |
Balance at 1 May 2012 | 844,943 | 5,642,757 | 4,077,777 | (9,481,595) | 1,083,882 |
Total comprehensive income for the period | - | - | - | (132,938) | (132,938) |
Balance at 31 October 2012 | 844,943 | 5,642,757 | 4,077,777 | (9,614,533) | 950,944 |
Total comprehensive income for the period | - | - | - | 117,052 | 117,052 |
Issue of share capital | 104,000 | 156,000 | - | - | 260,000 |
Share based payment costs | - | - | 5,439 | - | 5,439 |
Capital reduction | - | (1,379,765) | - | - | (1,379,765) |
Transfer of own shares reserve | - | - | 245,752 | (245,752) | - |
Transfer of equity reserve on issue of convertible loan stock | - | - | 10,613 | - | 10,613 |
Transfer of merger reserve on demerger | - | - | (4,323,529) | 4,323,529 | - |
Balance at 30 April 2013 | 948,943 | 4,418,992 | 16,052 | (5,419,704) | (35,717) |
Total comprehensive income for the period | - | - | - | (160,583) | (160,583) |
Share based payment costs | - | - | 16,898 | - | 16,898 |
Transfer of equity reserve on issue of convertible loan stock | - | - | 9,051 | - | 9,051 |
Balance at 31 October 2013 | 948,943 | 4,418,992 | 42,001 | (5,580,287) | (170,351) |
UNAUDITED STATEMENT OF FINANCIAL POSITION
AS AT 31 OCTOBER 2013
Unaudited 6 months ended 31 October 2013 | Unaudited 6 months ended 31 October 2012 | Audited Year ended 30 April 2013 | |
£ | £ | £ | |
ASSETS | |||
Non-current assets | |||
Investments | - | 997,435 | - |
Total non-current assets | - | 997,435 | - |
Current assets | |||
Trade and other receivables | 7,050 | 12,916 | 9,610 |
Cash and cash equivalents | 110,115 | - | 99,468 |
Total current assets | 117,165 | 12,916 | 109,078 |
Total assets | 117,165 | 1,010,351 | 109,078 |
LIABILITIES | |||
Current liabilities | |||
Trade and other payables | 58,195 | 59,407 | 50,897 |
Total current liabilities | 58,195 | 59,407 | 50,897 |
Non-current liabilities | |||
Convertible loan notes (see note 4) | 229,321 | - | 93,898 |
Total non-current liabilities | 229,321 | - | 93,898 |
Total liabilities | 287,516 | 59,407 | 144,795 |
Net (liabilities)/assets | (170,351) | 950,944 | (35,717) |
EQUITY | |||
Share capital | 948,943 | 844,943 | 948,943 |
Share premium account | 4,418,992 | 5,642,757 | 4,418,992 |
Merger reserve | - | 4,323,529 | - |
Loan note equity reserve | 19,664 | - | 10,613 |
Own shares | - | (245,752) | - |
Share option reserve | 22,337 | - | 5,439 |
Retained losses | (5,580,287) | (9,614,533) | (5,419,704) |
Total equity | (170,351) | 950,944 | (35,717) |
NOTES TO THE INTERIM REPORT
1. Basis of preparation
The financial information set out in this interim report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The Company's statutory financial statements for the period ended 30 April 2013, prepared under International Financial Reporting Standards (IFRS), have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
The interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) and on the same basis and using the same accounting policies as used in the financial statements for the year ended 30 April 2013. The interim financial statements have not been audited or reviewed in accordance with the International Standard on Review Engagement 2410 issued by the Auditing Practices Board.
The financial statements have been prepared on a going concern basis under the historical cost convention.
The Directors believe that the going concern basis is appropriate for the preparation of the financial statements as the Company is in a position to meet all its liabilities as they fall due.
2. Comparative information
The interim results for the 6 months to 31 October 2012 were prepared on a consolidated basis, however on 31 January 2013 the Company demerged its subsidiary company Ipso Management Limited and since then has had no subsidiary operations, so the comparative figures for the 6 months to 31 October 2012 and the year ended 30 April 2013 have both been restated to reflect the unconsolidated results of the Company.
3. Earnings per share
The calculation of basic and diluted earnings per share is based on the loss for the period of £160,538 (2012: £132,938) and a weighted average number of ordinary shares of 143,421,882 (2012: 39,421,882). The number of shares used in the calculation of the diluted loss per share is the same as that used for the basic loss per share for the current period, as the exercise of options would be anti-dilutive.
4. Convertible loan notes
On 13 January 2013 the Company issued £100,000 unsecured convertible loan notes. The loan notes bear interest at 10% per annum with the interest payable at the redemption date which is 13 January 2015. The loan notes are convertible at 0.25p per share.
On 23 October 2013 the Company issued £137,000 unsecured convertible loan notes. The loan notes bear interest at 10% payable quarterly in arrears and are repayable 18 months from the date of issue if not previously converted. The loan notes are convertible at 0.5p per share.
The net proceeds from the issue of the loan notes have been split between the liability element and an equity component, representing the fair value of the embedded option to convert the liability into equity of the Company as follows:
6 Months to 31 October 2013 | 6 Months to 31 October 2012 | Year ended 30 April 2013 | |
£ | £ | £ | |
Liability component brought forward | 93,898 | - | - |
Nominal value of convertible loan notes issued | 137,000 | - | 100,000 |
Equity component of convertible loan notes issued | (9,051) | - | (10,613) |
221,847 | - | 89,387 | |
Interest charge for the period | 7,474 | - | 4,511 |
Liability component at carried forward | 229,321 | - | 93,898 |
The interest charged during the period is calculated by applying an effective average interest rate of 15% to the liability component for the period since the loan notes were issued. |
5. Dividend
No interim dividend will be paid.
Copies of the interim report can be obtained from: The Company Secretary, Plutus Resources plc, 27/28 Eastcastle Street, London W1E 8DH and are available to view and download from the Company's website : www.plutusresourcesplc.com