20 Oct 2011 07:00
Embargoed: 0700hrs 20 October 2011
Premier Management Holdings plc
("Premier" or the "Company")
Interim Results for the Six Months Ended 31 July 2011
Highlights
·; Loss before tax of £417,177
·; Fundraising of £2.12 million in March
·; Cash and cash equivalents at 31 July of £1,552,783
·; Company views the option to acquire Central Asia Resources Limited as an attractive opportunity and continues work on this potential acquisition
·; As such approximately £520,000 advanced under a loan agreement with Central Asia Resources Limited in support of continued exploration activity on the Cholokkaindy gold and Uzunbulak lithium exploration licences in Kyrgyzstan
·; Appointment of Chief Operating Officer with significant natural resources experience
Gerry Desler, Chairman, commented,
"Significant progress is being made in developing a corporate structure to drive our strategy of gold exploration in Central Asia forward. The board continues to view the option to acquire Central Asia Resources Limited as a very attractive opportunity, as evidenced by the Company's loan agreement to fund exploration activity on two projects in Kyrgyzstan. We look forward to reporting progress on this at the appropriate time."
Enquiries:
Premier Management Holdings Plc | |
Gerry Desler, Chairman | Tel: +44 (0) 1279 731037 |
Libertas Capital Corporate Finance Limited - Nominated Adviser | |
Thilo Hoffmann / Sandy Jamieson | Tel: +44 (0) 20 7569 9650 |
Rivington Street Corporate Finance - Broker | |
Dru Edmonstone | Tel: +44 (0) 20 7562 3384 |
M: Communications | |
Ben Simons / Maria Souvorov | Tel: +44 (0) 20 7920 2340 |
Chairman's Statement
Introduction
The Company has made good progress throughout the first half on its strategy to identify gold exploration and development projects, with a primary focus on Kyrgyzstan. The Company has an option to acquire the entire issued share capital of Central Asia Resources Limited ("CAR"), which in turn has an option to acquire a majority interest in two exploration licences on the Tien Shan belt in Kyrgyzstan. The Company is making significant progress on the CAR acquisition and looks forward to making an announcement in this regard at the appropriate time.
The Company is also actively considering other gold acquisition opportunities in Kyrgyzstan. To properly reflect the Company's new strategy, it is intended that the Company will, in due course, propose to change its name to Premier Gold Resources plc.
Exploration activities
Premier has to date advanced approximately £520,000 of loan capital to CAR to fund exploration activity predominantly on the Cholokkaindy gold exploration licence on the Tien Shan belt inKyrgyzstan and, more recently, the Uzunbulak lithium exploration project in the same region. The Uzunbulak project is being included initially in the transaction as it forms part of the acquisition package and its potential is being assessed. Gold exploration work is progressing well with field work underway since June, comprising mainly trenching as well as geological mapping and geophysical surveying.
The Tien Shan gold belt is one of the most prolific gold producing areas in the world. As gold accounts for more than 90% of the minerals mined in Kyrgyzstan by value, the country has a well-developed mining industry with infrastructure and skilled labour. It was also the first Central Asian country to implement a parliamentary democracy. The government is committed to attracting inward investment and has an attractive tax regime with various incentives to encourage foreign investment in the mining sector. The country has excellent exploration potential as much of it is under-explored.
Board changes
The Company is developing a board with the necessary expetise to implement its natural resources strategy. I was pleased to announce the appointment earlier this month of Richard Nolan as Chief Operating Officer. Richard has over fifteen years of experience in investment banking with a significant emphasis on natural resources. He has an extensive background researching, advising and raising capital for companies operating in the natural resources sector, advising on all aspects of corporate strategy, asset selection and asset development.
With Richard Nolan sitting alongside my board colleagues Dr Reza Tabrizi and Christian Schaffalitzky, I am confident that we have a high cablibre board with vast combined experience in corproate finance and mineral exploration, discovery and development, including specifically in the region in which we are investing.
Financial results
The results for the six months ended 31 July 2011 showed a loss before tax of £417,177 (2010 - £28,583). The Company currently has no turnover. The loss reflects the costs of pursing the Company's investment strategy, including the undertaking of significant due diligence, and general working capital. The Company advanced approximately £520,000of loan capital during the period to Central Asia Resources Limited to fund exploration activity predominantly on the Cholokkaindy gold exploration licence on the Tien Shan belt in Kyrgyzstan and, more recently, the Uzunbulak lithium exploration project in the same region. At 31 July 2011 the Company had cash and cash equivalents of £1,552,783.
The Company intends to change its financial year end from 31 January to 31 December. The next annual accounts will therefore be for the eleven months to 31 December 2011.
Outlook
The Company is making good progress on advancing its acquisition strategy including in respect of its option to acquire Central Asia Resources Limited, which in turn has an option to acquire a majority interest in two highly prospective exploration opportunities on the Tien Shan belt in Kyrgyzstan (Cholokkaindy and Uzunbulak). The Company continues to financially support exploration activity on Cholokkaindy and Uzunbulak projects which are progressing well and we look foward to updating shareholders in due course.
Gerry Desler
Chairman
20 October 2011
Statement of comprehensive income
Six months ended | Six months ended | Year ended | ||||
Notes | 31 July | 31 July | 31 January | |||
2011 | 2010 | 2011 | ||||
(unaudited) | (unaudited) | (audited) | ||||
£ | £ | £ | ||||
Revenue | ||||||
Continuing operations | - | - |
- | |||
Discontinued activities | - | 55,932 | 44,642 | |||
- | 55,932 | 44,642 | ||||
Cost of sales | - | (5,453) | (5,453) | |||
Gross profit | - | 50,479 | 39,189 | |||
Administrative expenses | (419,785) | (23,910) | (116,013) | |||
Share based payments | 2,514 | 1,978 | (3,554,097) | |||
Operating (loss)/profit | (417,271) | 28,547 | (3,630,921) | |||
Continuing operations | (417,271) | (17,183) | (3,661,473) | |||
Discontinued activities | - | 45,730 | 30,552 | |||
Debenture loan waiver | - | - | 1,428,196 | |||
Loss on sale of football business | - | - | (4,146) | |||
(Loss)/profit before interest | (417,271) | 28,547 | (2,206,871) | |||
Net finance income | 94 | 36 | 1,172 | |||
(Loss)/profit before income taxation | (417,177) | 28,583 | (2,205,699) | |||
Income tax expense | - | - | (411) | |||
(Loss)/profit for the period and total comprehensive income | (417,177) | 28,583 | (2,206,110) | |||
Earnings/(loss) per share - basic and diluted | ||||||
Continuing operations | (0.08)p | (0.02)p | (2.05)p | |||
Discontinued activities | - | 0.04p | 0.81p |
Statement of financial position
As at 31 July 2011
31 July | 31 July | 31 January | ||||
2011 | 2010 | 2011 | ||||
(unaudited) | (unaudited) | (audited) | ||||
£ | £ | £ | ||||
ASSETS | ||||||
Current assets | ||||||
Trade and other receivables | 469,641 | 88,848 | 233,229 | |||
Cash and cash equivalents | 1,552,783 | 6,288 | 8,665 | |||
Total assets | 2,022,424 | 95,136 | 241,894 | |||
LIABILITIES | ||||||
Current liabilities | ||||||
Trade and other payables | (91,799) | (50,685) | (129,602) | |||
Borrowings | - | (140,000) |
- | |||
(91,799) | (190,685) | (129,602) | ||||
Non-current liabilities | ||||||
Borrowings | - | (1,452,001) |
- | |||
Total liabilities | (91,799) | (1,642,686) | (129,602) | |||
Net assets/(liabilities) | 1,930,625 | (1,547,550) | 112,292 | |||
EQUITY | ||||||
Called up share capital | 1,470,290 | 1,047,180 | 1,385,640 | |||
Share premium account | 4,803,280 | 2,649,906 | 2,649,906 | |||
Capital redemption reserve | 43,333 | 43,333 | 43,333 | |||
Retained earnings | (4,386,278) | (5,287,969) | (3,966,587) | |||
Total equity | 1,930,625 | (1,547,550) | 112,292 |
Statement of changes in equity
For the six months ended 31 July 2011
Share capital | Share premium | Retained earnings | Capital redemption reserve | Total | ||||||
£ | £ | £ | £ | £ | ||||||
Unaudited | ||||||||||
Balance at 1 February 2011 | 1,385,640 | 2,649,906 | (3,966,587) | 43,333 | 112,292 | |||||
Profit for the period |
- |
- | (417,177) |
- | (417,177) | |||||
Issue of shares | 84,650 | 2,153,374 |
- |
- | 2,238,024 | |||||
Share based payment |
- |
- | (2,514) |
- | (2,514) | |||||
Balance at 31 July 2011 | 1,470,290 | 4,803,280 | (4,386,278) | 43,333 | 1,930,625 | |||||
Unaudited | ||||||||||
Balance at 1 February 2010 | 1,047,180 | 2,649,906 | (5,314,574) | 43,333 | (1,574,155) | |||||
Retained for the period |
- |
- | 28,583 |
- | 28,583 | |||||
Issue of shares |
- |
- |
- |
- |
- | |||||
Equity settled share based payment |
- |
- | (1,978) |
- | (1,978) | |||||
Balance at 31 July 2010 | 1,047,180 | 2,649,906 | (5,287,969) | 43,333 | (1,547,550) | |||||
Audited | ||||||||||
Balance at 1 February 2010 | 1,047,180 | 2,649,906 | (5,314,574) | 43,333 | (1,574,155) | |||||
Retained for the period |
- |
- | (2,206,110) |
- | (2,206,110) | |||||
Issue of shares | 116,282 |
- |
- |
- | 116,282 | |||||
Conversion of loan stock into ordinary shares | 151,744 |
- |
- |
- | 151,744 | |||||
Conversion of debentures into ordinary shares | 70,434 |
- |
- |
- | 70,434 | |||||
Equity settled share based payment |
- |
- | 3,554,097 |
- | 3,554,097 | |||||
Balance at 31 January 2011 | 1,385,640 | 2,649,906 | (3,966,587) | 43,333 | 112,292 |
Cash flow statement
For the six months ended 31 July 2011
Six months ended | Six months ended | Year ended | ||||
31 July | 31 July | 31 January | ||||
2011 | 2010 | 2011 | ||||
(unaudited) | (unaudited) | (audited) | ||||
£ | £ | £ | ||||
Operating activities | ||||||
Operating (loss)/profit | (417,271) | 28,547 | (3,630,921) | |||
(Increase)/decrease in trade and other receivables | (236,412) | 37,368 | (105,071) | |||
Decrease in creditors within one year | (37,803) | (24,722) | (20,216) | |||
Equity-settled share based payment | (2,514) | (1,978) | 3,554,097 | |||
Loss on sale of football business | - | - | (4,146) | |||
Cash (outflows)/inflows from operating activities | (694,001) | 39,215 | (206,257) | |||
Investing activities | ||||||
Net finance expense | 94 | 36 | (770) | |||
Net cash generated from investing activities | 94 | 36 | (770) | |||
Financing activities | ||||||
Issue of share capital | 2,238,025 | - | 116,282 | |||
Repayment of other borrowings | - | (35,000) | (54,371) | |||
Issue of convertible unsecured loan note | - | - | 151,744 | |||
Net cash generated from/(used in) financing activities | 2,238,025 | (35,000) | 213,655 | |||
Net increase in cash and cash equivalents | 1,544,118 | 4,251 | 6,628 | |||
Cash and cash equivalents at start of period | 8,665 | 2,037 | 2,037 | |||
Cash and cash equivalents at end of period | 1,552,783 | 6,288 | 8,665 |
Notes to the interim financial statements
1.General information
Premier Management Holdings Plc is a company incorporated in the United Kingdom, which is listed on the Alternative Investment Market of the London Stock Exchange Plc. The address of its registered office is Stonebridge House, Chelmsford Road, Hatfield Heath, Essex CM22 7BD
2.Financial information
The interim financial information for the six months ended 31 July 2011 has not been audited or reviewed and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The comparative financial information for the year ended 31 January 2011 has been derived from the audited financial statements for that year. A copy of those statutory financial statements for the year ended 31 January 2011 has been delivered to the Registrar of Companies. The report of the independent auditors on those financial statements was unqualified and did not contain a statement under Sections 498 (2) or (3) of the Companies Act 2006.
The interim financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS and under the historical cost convention. The accounting policies applied in preparing the interim financial information are consistent with those set out in the statutory accounts of the Company for the year ended 31 January 2011.
3.Taxation
On the basis of these accounts there is no tax charge for the period.
4.Earnings per share
The earnings and number of shares used in the calculation of earnings per share are as follows:
Six months ended | Six months ended | Year ended | ||||
31 July | 31 July | 31 January | ||||
2011 | 2010 | 2011 | ||||
(unaudited) | (unaudited) | (audited) | ||||
Basic and diluted: | ||||||
(Loss)/profit for the financial period - continuing operations | (417,177) | (17,147) | (3,660,712) | |||
Loss for the financial period - discontinued activities | - | 45,730 | 1,454,602 | |||
Weighted average number of shares | 501,315,603 | 104,718,000 | 178,901,111 | |||
(Loss)/earnings per share - continuing operations | (0.08)p | (0.02)p | 0.81p | |||
Loss per share - discontinued activities | - | 0.04p | (2.05)p |
There was no dilutive effect in respect of the share options and warrants outstanding during the period.
5.Dividends
The directors do not propose to declare a dividend for the period.
6.Share capital
31 July 2011 | 31 July 2010 | |||||||
Number | £ | Number | £ | |||||
(unaudited) | (unaudited) | (unaudited) | (unaudited) | |||||
Allotted, called up and fully paid | ||||||||
Ordinary shares of 1p each |
- |
- | 104,718,000 | 1,047,180 | ||||
Ordinary shares of 0.1p each | 527,828,443 | 527,828 |
- |
- | ||||
Deferred shares of 0.1p each | 942,462,000 | 942,462 |
- |
- | ||||
1,470,290 | 1,047,180 | |||||||
31 January 2011 | ||||||||
Number | £ | |||||||
(audited) | (audited) | |||||||
Allotted, called up and fully paid | ||||||||
Ordinary shares of 0.1p each | 443,178,445 | 443,178 | ||||||
Deferred shares of 0.1p each | 942,462,000 | 942,462 | ||||||
1,385,640 | ||||||||
On 21 March 2011, the company placed 70,649,996 ordinary shares of 0.1p at 3p per share to raising £2.12 million, before expenses.
On 11 May 2011, the company placed 4,000,002 ordinary shares of 0.1p each at 3p per share, raising £120,000, before expenses.
On 20 May 2011, a warrant holder exercised a right to subscribe for 10,000,000 ordinary shares of 0.1p at 1p per share raising £100,000.
The deferred shares effectively have no rights or value.
7.Copies of interim results
Copies of the interim results can be obtained from the website www.premiermgt.info. From this site you may access our financial reports and presentations, recent press releases and details about the company and its operations.