Last checked at 30 Sep 2013 16:28
30 September 2013
REABOLD RESOURCES PLC
("the Company")
Interim Results for six months ended 30 June 2013
Reabold Resources plc (AIM: RBD) the AIM quoted resources investment company announces its unaudited interim results for the six months ended 30 June 2013 ("the Period").
For further information, contact:
Reabold Resources plc Jeremy Edelman (Executive Chairman) Anthony Samaha (Executive Director)
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+44 (0) 20 7460 2353
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Beaumont Cornish Limited Roland Cornish | +44 (0) 20 7628 3396 |
CHAIRMAN'S STATEMENT
Since shareholders approved the Company's fundamental change of business to that of an investing company on 19 December 2012, the Board has been very active in the identification and evaluation of investment opportunities, primarily in natural resources. The Board's objective is to undertake an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules prior to 19 December 2013.
The Board looks forward to reporting further in due course in respect to the investment objectives of the Company.
The loss of the Company for the 6 months ended 30 June 2013 was £86,000 (2012: loss of £2,232,000) in line with expectations. The net assets as at 30 June 2013 were a deficiency of £179,000 (2012: deficiency of £10,323,000).
As at 30 June 2013, the Company had cash of £33,000 and a further balance available to be drawn down under the Saltwind Enterprises Limited ("Saltwind") Loan Notes of circa £52,000. Post period end, the balance of these Loan Notes was drawn down.
On 13 August 2013, following the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code, the Company received a conversion notice from Saltwind in respect of the whole principal amount of the unsecured Loan Notes of £260,000. Subsequently the Company issued Saltwind 104,000,000 New Ordinary Shares of 0.1 pence per share, which were admitted to trading on AIM on 22 August 2013.
The Board is moving forward positively with the implementation of the investment objective towards driving the creation of value for all stakeholders.
Jeremy Edelman
Chairman
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2013
Unaudited | Unaudited | Audited | ||||
6 months to | 6 months to | 12 months to | ||||
30-Jun-13 | 30-Jun-12 | 31-Dec-12 | ||||
Notes | £'000 | £'000 | £'000 | |||
Revenue | - | - | - | |||
Other operating income | 15 | 136 | 247 | |||
Administration expenses | (95) | (890) | (1,273) | |||
Exceptional items | ||||||
Onerous lease | - | 213 | 213 | |||
Impairment of investments | - | (904) | (904) | |||
Impairment of property, plant & equipment | - | (306) | (306) | |||
Writedown of receivables | - | 1,042 | - | |||
Provision for parent entity loan guarantee | - | 503 | - | |||
Net benefit from settlement of CVA | - | - | 9,899 | |||
Operating (loss)/profit | (80) | 2,190 | 7,876 | |||
Finance income | - | - | - | |||
Finance costs | (6) | (42) | (42) | |||
(Loss)/profit on ordinary activities before taxation | (86) | (2,232) | 7,834 | |||
Taxation on (loss)/profit on ordinary activities | - | - | - | |||
(Loss)/profit for the financial period | (86) | (2,232) | 7,834 | |||
Other comprehensive income | - | - | - | |||
Total comprehensive income for the period | (86) | (2,232) | 7,834 | |||
Attributable to: | ||||||
Equity holders | (86) | (2,232) | 7,834 | |||
Non controlling interests | - | - | - | |||
(86) | (2,232) | 7,834 | ||||
Earnings per share | ||||||
Basic and diluted (loss)/earnings per share (pence) | 2 | (0.1) | (32.3) | 88.5 | ||
STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2013
Unaudited | Unaudited | Audited | ||
30-Jun-13 | 30-Jun-12 | 31-Dec-12 | ||
Notes | £'000 | £'000 | £'000 | |
ASSETS | ||||
Non-current assets | ||||
Investments | - | 500 | - | |
Property, plant and equipment | - | - | - | |
- | ||||
Current assets | ||||
Cash | 33 | - | 189 | |
Trade and other receivables | 23 | 126 | 11 | |
56 | 126 | 200 | ||
Total assets | 56 | 626 | 200 | |
EQUITY | ||||
Capital and reserves | ||||
Share capital | 3 | 181 | 121 | 181 |
Share premium account | 7,570 | 7,480 | 7,570 | |
Shares held by EBT | (8) | (23) | (8) | |
Capital redemption reserve | 200 | 200 | 200 | |
Other reserves | 20 | 20 | 20 | |
Retained earnings | (8,142) | (18,121) | (8,056) | |
Total equity | (179) | (10,323) | (93) | |
LIABILITIES | ||||
Non-current liabilities | ||||
Convertible loan notes | 4 | - | - | 202 |
- | - | 202 | ||
Current liabilities | ||||
Trade and other payables | 27 | 7,795 | 91 | |
Borrowings | - | 1,317 | - | |
Deferred consideration | - | 1,837 | - | |
Convertible loan notes | 4 | 208 | - | - |
235 | 10,949 | 91 | ||
Total liabilities | 235 | 10,949 | 293 | |
Total equity and liabilities | 56 | 626 | 200 |
CASH FLOW STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2013
Unaudited | Unaudited | Audited | ||||
6 months to | 6 months to | 12 months to | ||||
30-Jun-13 | 30-Jun-12 | 31-Dec-12 | ||||
Note | £'000 | £'000 | £'000 | |||
Cash flows from operating activities | ||||||
Operating (loss)/profit | (86) | (2,232) | 7,834 | |||
Adjustments for: | ||||||
Impairment of investments | - | 904 | 904 | |||
Onerous lease provision | - | (213) | (213) | |||
Depreciation on property, plant and equipment | - | 42 | 42 | |||
Impairment of property, plant and equipment | - | 306 | 306 | |||
Bad debt provision | - | 1,042 | 247 | |||
Reduction in deferred consideration | - | (1,106) | - | |||
Accrued interest | 6 | - | - | |||
Net benefit from creditor settlement | - | - | (9,899) | |||
Operating cash flows before movement in working capital | (80) | (1,257) | (779) | |||
Decrease in receivables | (12) | - | 1,404 | |||
Decrease in payables | (64) | 754 | 112 | |||
Cash (expended)/generated by operations | (156) | (503) | 737 | |||
Interest paid | - | - | (42) | |||
Net cash from operating activities | - | - | 695 | |||
Cash flows from investing activities | ||||||
Interest received | - | - | - | |||
Divestment of subsidiary undertaking | - | - | 500 | |||
Net cash (used) in investment activities | - | - | 500 | |||
Cash flows from financing activities | ||||||
Repayment of borrowings | - | - | (439) | |||
Settlement of creditor claims | - | - | (105) | |||
Loan notes | 5 | - | - | 202 | ||
Share placement | - | - | 150 | |||
Net cash (used in)financing activities | - | - | (192) | |||
Net (decrease)/increase in cash and cash equivalents | (156) | (503) | 1,003 | |||
Cash and cash equivalents at the beginning of the period | 189 | (814) | (814) | |||
Cash and cash equivalents at the end of the period | 33 | (1,317) | 189 |
Cash and cash equivalents comprises the following: |
| ||||||||||||
Cash and cash equivalents | 33 | - | 189 | ||||||||||
Borrowings | - | (1,317) | - |
| |||||||||
33 | (1,317) | 189 | |||||||||||
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2013
Share Capital | Share Premium | Capital Redemption Reserve | Shares Held by EBT | Share based transactions | Retained Earnings | Total | ||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | ||
Balance 31 December 2011 -audited | 121 | 7,480 | 220 | (23) | - | (15,890) | (8,092) | |
Total comprehensive income | - | - | - | - | - | (2,232) | (2,232) | |
Changes in equity | ||||||||
Period to 30 June 2012 | ||||||||
Issue of share capital | - | - | - | - | - | - | - | |
Balance 30 June 2012 - unaudited | 121 | 7,480 | 220 | (23) | - | (18,121) | (10,323) | |
Total comprehensive income | - | - | - | - | - | 10,065 | 10,065 | |
Changes in equity | ||||||||
Period to 31 December 2012 | ||||||||
Issue of share capital | 60 | 90 | - | - | - | - | 150 | |
Shares held by EBT | - | - | - | 15 | - | - | 15 | |
Balance 31 December 2012 - audited | 181 | 7,570 | 220 | (8) | - | (8,056) | (93) | |
Total comprehensive income | - | - | - | - | - | (86) | (86) | |
Changes in equity | ||||||||
Period to 30 June 2013 | ||||||||
Issue of share capital | - | |||||||
Balance 30 June 2013 - unaudited | 181 | 7,570 | 220 | (8) | - | (8,142) | (179) | |
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2013
1. Basis of preparation
These interim financial statements have been prepared using policies based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2012 Annual Report. The financial information for the half years ended 30 June 2013 and 30 June 2012 does not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006 and is unaudited.
The annual financial statements of Reabold Resources Plc are prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the year ended 31 December 2012 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for 2012 have been filed with the Registrar of Companies. The Independent Auditors' Report on that Annual Report and Financial Statement for 2012 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
After making enquiries, the directors have a reasonable expectation that the Company have adequate resources and support from key shareholders to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly financial statements.
The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the Company's latest annual audited financial statements.
In addition, the IASB has issued a number of IFRS and IFRIC amendments or interpretations since the last annual report was published. It is not expected that any of these will have a material impact on the Company.
2. Loss per share
The calculations of the basic and diluted earnings per share are based on data the following: | Unaudited 6 months to 30-Jun-13 £'000 | Unaudited 6 months to 30-Jun-12 £'000 | Audited 12 months to 31-Dec-12 £'000 |
(Loss)/profit for the year |
(86) |
(2,232) |
7,834 |
(Loss)/profit for the purpose of basic earnings per share | (86) | (2,232) | 7,834 |
Number of shares | |||
Weighted average number of ordinary shares in issue during the year | 66,915,896 | 6,915,896 | 8,869,551 |
Effect of dilutive options | - | - | - |
Effect of dilutive long-term incentive plan | - | - | - |
Effect of dilutive deferred consideration | - | - | - |
Effect of shares held in treasury | - | - | - |
Diluted weighted average number of ordinary shares in issue during the year | 66,915,896 | 6,915,896 | 8,869,551 |
(Loss)/profit/earnings per share | |||
Basic (loss)/profit/earnings per share (pence) | (0.1) | (32.3) | 88.3 |
On 19 December 2012 at a General Meeting of the Company, approval was obtained for a capital reorganisation and restructure of the issued share capital of the Company to reduce the nominal value of the existing shares by consolidating each ordinary 0.25 pence share into Ordinary shares of 1.75 each on a 7 for 1 consolidation. Immediately following this Capital Reorganisation the issued share capital of the Company comprised 6,915,896 ordinary shares which were then subdivided in one Ordinary share of 0.1 pence and one "A" Deferred Share of 1.65 pence. The "A" shares are subject to special rights and restrictions.
On 19 December 2012, the Company entered into conditional agreements with certain private investors for the subscription of 60,000,000 ordinary shares ('the Subscription Shares'), at 0.25 pence per share to raise gross proceeds of £150,000 ('the Subscription'), to provide additional working capital for the Company.
3. Called up share capital
Proforma | |||
30-Jun-13 No. shares | 30-Jun-12 No. shares | 31-Dec-12 No. shares | |
Ordinary shares | |||
Opening ordinary shares of 0.25 pence each | - | 48,411,267 | 48,411,267 |
Capital reorganisation and consolidation | - | (41,495,371) | (41,495,371) |
Post reorganisation, ordinary shares of 0.10 pence each | 66,915,896 | 6,915,896 | 6,915,896 |
Placement of new ordinary shares of 0.10 pence each | - | - | 60,000,000 |
Closing ordinary shares of 0.10 pence each | 66,915,896 | 6,915,896 | 66,915,896 |
"A" Deferred Share | |||
Opening "A" Deferred Share of 1.65 pence each | 6,915,896 | - | - |
Capital reorganisation and consolidation | - | 6,915,896 | 6,915,896 |
Closing "A" Deferred Share of 1.65 pence each | 6,915,896 | 6,915,896 | 6,915,896 |
30-Jun-13 £'000 | 30-Jun-12 £'000 | 31-Dec-12 £'000 | |
Ordinary shares | |||
Opening ordinary shares of 0.25 pence each | - | 121 | 121 |
Capital reorganisation and consolidation | - | - | (114) |
Post reorganisation, ordinary shares of 0.10 pence each | 67 | 121 | 7 |
Placement of new ordinary shares of 0.10 pence each | - | - | 60 |
Closing ordinary shares of 0.10 pence each | 67 | 121 | 67 |
"A" Deferred Share | |||
Opening "A" Deferred Share of 1.65 pence each | 114 | - | - |
Capital reorganisation and consolidation | - | - | 114 |
Closing "A" Deferred Share of 1.65 pence each | 114 | - | 114 |
At 30 June 2013 no share options were outstanding (2012: nil).
On 19 December 2012 at a General Meeting of the Company, approval was obtained for the Capital reorganisation and restructure of the issued share capital of the Company to reduce the nominal value of the existing shares by consolidating each ordinary 0.25 pence share into Ordinary shares of 1.75 each on a 7 for 1 consolidation. Following this Capital Reorganisation the issued share capital of the Company will comprise 6,915,896 ordinary shares which were then subdivided in one Ordinary share of 0.1 pence and one "A" Deferred Share of 1.65 pence. The "A" shares are subject to special rights and restrictions including no right to receive dividends or right to attend the General Meeting.
On 19 December 2012, the Company entered into conditional agreements with certain private investors for the subscription of 60,000,000 ordinary shares of 0.10 pence ('the Subscription Shares'), at a price of 0.25 pence per share (inclusive of premium) to raise gross proceeds of £150,000 ('the Subscription'), to provide additional working capital for the Company. The Subscription Shares represent 89.7% of the enlarged issued share capital of the Company and rank pari passu with the Company's existing Shares. Following admission of the Subscription Shares, and completion of the Subscription, the Company's total issued ordinary share capital was 66,915,896 ordinary shares of 0.1p each and 6,915,896 "A" Deferred Shares of 1.65 pence per share.
4. Loan Notes
On 19 December 2012, the Company entered into a convertible unsecured loan note instrument (the "Loan Notes") for up to £260,000 with Saltwind Enterprises Limited ("the Noteholder"), a company connected with Jeremy Edelman. The Loan Notes accrue interest at 0.5% per month and, unless converted, will be repaid on 31 December 2013 or such later date as nominated by the Noteholder. The Loan Notes may be converted into new Ordinary Shares at the last placing or subscription price paid per share on the issue of Ordinary Shares, but the Noteholder may not exercise its right to convert the Loan Notes if such conversion would result in the Noteholder being required to make a mandatory offer to the Company's other shareholders in accordance with Rule 9 of the City Code on Takeovers and Mergers ("Rule 9 Obligation").
As at the balance sheet date of 30 June 2013, the Company had drawn down approximately £208,000 under the Loan Notes, including accrued interest expense of approximately £6,000.
5. Events after the reporting period
On 17 July 2013, the Company appointed Beaumont Cornish Limited as Nominated Adviser and Broker to the Company with immediate effect
On 13 August 2013, following the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code, the Company received a conversion notice from Saltwind in respect of the whole principle amount of the unsecured Loan Notes of £260,000. Subsequently the Company issued Saltwind 104,000,000 New Ordinary Shares of 0.1 pence each, which were admitted to trading on AIM on 22 August 2013. Following the issue of the New Ordinary Shares the Company's share capital comprised 170,915,896 Ordinary Shares of 0.1p each, with voting rights, and 6,915,896 "A" deferred shares of 1.65p each.
6. General Information
Reabold Resources Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 200 Strand. London WC2R 1DJ. The principal activity of the Company is that of an investing company in accordance with the AIM Rules for Companies.
7. Availability of this announcement
Copies of this announcement are available from the Company's website www.reabold.com.