Last checked at 29 Jul 2015 17:15
29 July 2015
Verdes Management plc
("Verdes" or the "Company")
Annual Report & Accounts for the year ended 30 September 2014
Verdes Management Plc ("Verdes" or "the Company") has today published its Annual Report & Accounts for the year ended 30 September 2014
Chairman's Statement
Financial
In the year to 30 September 2014 the Company reported turnover of £NIL (2013: NIL), and loss before tax of £613,416 (2013: loss of £413,046).
Strategy
The financial year to 30 September 2014 has been a period of change. In September 2013 it was announced that the Company was working with a Gibraltar investment management team to develop Verdes as a strategic investment company, specifically to build an investment management group. However, the financing associated with this project failed to arrive and therefore the Company was unable to pursue this endeavour further, resulting in suspension of trading in the Company's shares on AIM on 30 January 2014.
In March 2013 a £125,000 convertible loan had been issued to Westminster Asset Management (Westminster). On 4 March 2014 the Company announced its new investing policy. Additionally in March 2014, Mr David Breith acquired Westminster Asset Management's shareholding and a fund raising of £750,000 (gross) was effected with Helium and all outstanding monies drawn under the loan agreement were repaid. This enabled the restoration of the Company's shares to AIM.
Previous directors, Mr van den Aker and Mr van den Noort, left the board in March 2014 and at the same time I joined the Board as Chairman, Stephen Foster joined the Board as a non-executive director in July 2014 and Adam Reynolds joined in August 2014.
Outlook
As previously stated on 4 March 2014, the Company announced its new investing policy. The Company was deemed to be an investing company under AIM Rule 15 and therefore had until 14 February 2015 to implement its
investing policy or make an acquisition, which constituted a reverse takeover under the AIM Rules.
Since that time the Board has reviewed twenty different investment opportunities and reached an advanced stage with two of these before they were aborted.
In order to maintain the Company's financial health and continue carrying out the necessary due diligence on the Company's current target, in January 2015 £0.25m of loan capital was provided by Helium by the issue of a convertible loan. The conditional acquisition of REACT SC Holdings Limited will be announced in a subsequent announcement later this morning. The Board believes that the proposed acquisition of REACT will fulfil the Company's requirement for an acquisition with strong growth prospects and enable the Company to create value for shareholders over time.
REACT is a specialist cleaning company capable of dealing with diverse cleaning problems. The only common factor is that they are beyond the 'usual' cleaning tasks. Whether public buildings and spaces, industrial and commercial units or manufacturing plants, the common practice in the sector is to outsource every day cleaning requirements.
Gill Leates
Chairman
Statement of Comprehensive Income for the year ended 30 September 2014
|
|
2014 |
2013 |
|
£ |
£ | |
Administrative expenses: |
|
(613,735) ----------------- |
(412,968) ----------------- |
Operating profit |
|
(613,735) |
(412,968) |
Finance income |
|
319 |
422 |
Finance costs |
| - ------------ | (500) ------------ |
Loss on ordinary activities before taxation |
| (613,416) | (413,046) |
Income tax expense |
|
- |
- |
Loss for the financial year attributable to equity holders |
|
------------- |
------------- |
of the company |
| (613,416) ------------ | (413,046) ------------- |
Loss per share for loss attributable to the equity holders |
|
|
|
of the company (pence) on continuing activities |
|
|
|
Basic |
|
(0.08) ---------- |
(0.07) ---------- |
Diluted |
| (0.08) | (0.07) |
|
| ---------- | ---------- |
The company has no recognised gains or losses other than the results for the period as set out above. All amounts relate to continuing operations.
Statement of Financial Position for the year ended 30 September 2014
|
|
2014 |
2013 |
Assets |
| £ | £ |
Non-current assets |
|
|
|
Property, plant and equipment |
| 887 | 836 |
Investments |
| - ------------ | - ---------- |
887 836
------------ ----------
Current Assets
Trade and other receivables |
| 23,239 | 47,028 |
Cash and cash equivalents |
| 186,771 | 37,619 |
|
| ------------- | ---------- |
|
| 210,010 ------------- | 84,647 ---------- |
Total assets |
| ------------- 210,897 ------------- | ---------- 85,483 ---------- |
Liabilities and Equity |
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
| 150,051 | 248,721 |
|
| -------------- | -------------- |
Total liabilities |
| 150,051 -------------- | 248,721 -------------- |
Equity |
|
|
|
Capital and reserves attributable to equity holders |
|
|
|
of the company |
|
|
|
Called-up equity share capital |
| 3,429,912 | 3,333,063 |
Share premium account |
| 2,861,327 | 2,120,676 |
Accumulated losses |
| (6,230,393) | (5,616,977) |
|
| ------------------ | ---------------- |
Total Equity |
| 60,846 ------------------ | (163,238) ----------------- |
|
|
--------------- |
--------------- |
Total Liabilities and Equity |
| 210,897 | 85,483 |
|
| --------------- | --------------- |
Statement of Cash Flow for the year ended 30 September 2014
|
|
2014 |
2013 |
| £ | £ | |
Net cash used in operating activities |
|
(563,320) |
(265,999) |
Net cash from investing activities |
|
|
|
Purchases of property, plant and equipment |
| (347) | - |
Interest received |
| 319 | 422 |
|
| ----------------- | ---------------- |
Net cash flow before financing activities |
| (563,348) ----------------- | (265,577) ---------------- |
Net cash from financing activities |
|
|
|
Net proceeds from issue of equity shares |
| 712,500 | 175,000 |
New loan finance |
| 305,000 | - |
Loan repayment |
| (305,000) | - |
Net (decrease)/increase in cash, cash equivalents |
|
------------------ |
----------------- |
and overdrafts |
| 149,152 | (90,577) |
Cash, cash equivalents and overdrafts at beginning of year |
|
37,619 |
128,196 |
|
| ------------------- | ----------------- |
Cash, cash equivalents and overdrafts at end of year |
| 186,771 | 37,619 |
|
| ------------------- | ----------------- |
Statement of Changes in Equity for the year ended 30 September 2014
|
Share capital |
Share premium |
Retained earnings |
Total equity |
£ |
£ |
£ |
£ | |
Balance at 1/10/12 |
3,158,063 |
2,120,676 |
(5,203,931) |
74,808 |
Issue of ordinary shares |
175,000 |
- |
- |
175,000 |
Loss for the period |
- |
- |
(413,046) |
(413,046) |
| ----------------- | ----------------- | ------------------ | ------------------ |
Balance at 1/10/13 | 3,333,063 | 2,120,676 | (5,616,977) | (163,238) |
Issue of ordinary shares |
90,327 |
784,673 |
- |
875,000 |
Share issue costs |
- |
(37,500) |
- |
(37,500) |
Re-designate partly paid shares |
6,522 |
(6,522) |
- |
- |
Loss for the period |
- |
- |
(613,416) |
(613,416) |
|
----------------- |
------------------ |
----------------- |
------------------ |
At 30/09/14 | 3,429,912 | 2,861,327 | (6,230,393) | 60,846 |
| ----------------- | ----------------- | ----------------- | ------------------ |
A copy of the Report and accounts is available on the Company's website on www.verdes-group.com and has been posted to shareholders today.
For further information please contact:
Verdes Management PLC
Gill Leates - Chairman 0208 133 2782
SPARK Advisory Partners Limited Nominated Adviser
Neil Baldwin 0113 370 8974
Mark Brady
SI Capital Limited Broker
Andy Thacker 01483 413 510
Nick Emerson