Last checked at 29 Jul 2015 17:16
VERDES MANAGEMENT PLC
INTERIM RESULTS
WEDNESDAY 29 JULY 2015
Verdes Management Plc ("Verdes" or "the Company") announces its half year results for the period ended 31 March 2015.
Financials
In the six months to 31 March 2015 the Company reported turnover of £NIL (2014: £NIL), and a loss before tax of £179,470 (2014: loss of £324,280).
Strategy
Over the period the Board has continued to look at a number of prospects, which came to nothing. Within the period the Company raised £250,000 through a convertible loan note from one of its major shareholders, Helium Rising Stars Fund, in order allow the Company to continue to maintain its search.
Post-balance sheet event
I am pleased to announce that the Board has now agreed the terms of a reverse takeover with the owners of REACT SC Holdings Limited ("REACT"), details of which will be published in a subsequent announcement later today. The Board is confident that after this extensive search we have found a company that is capable of growing value for shareholders over the next few years.
Over the last twenty years REACT has built a strong reputation in specialist extreme cleaning in many sectors, like building, transport, industrial, facilities management, emergency services and custodial. Through the years of working with these different public and corporate entities REACT has built a number of special areas of expertise that give it a strong competitive position to gain new contracts in the future.
Gill Leates
Chairman
Statement of Comprehensive Income
| Note | 6 months | 6 months | Year |
|
| ended 31 | ended 31 | ended 30 |
|
| March | March | September |
|
| 2015 | 2014 | 2014 |
|
| £ | £ | £ |
Administrative expenses |
| (155,234) | (324,316) | (613,735) |
|
| --------- | --------- | --------- |
Operating loss |
| (155,234) | (324,316) | (613,735) |
Finance income |
| 764 | 319 | 319 |
Finance costs |
| (25,000) | (283) | - |
|
| --------- | --------- | --------- |
Loss on ordinary activities before taxation |
| (179,470) | (324,280) | (613,416) |
Income tax expense |
| - | - | - |
|
| --------- | --------- | --------- |
Loss for the financial period attributable to |
|
|
| |
equity holders of the company |
| (179,470) | (324,280) | (613,416) |
|
| --------- | --------- | --------- |
|
| --------- | --------- | --------- |
Loss per share for loss attributable to the |
|
|
|
|
equity holders of the company (pence) on |
|
|
|
|
continuing activities |
|
|
|
|
Basic and diluted loss per ordinary share | 3 | (0.02) | (0.04) | (0.08) |
|
| --------- | --------- | --------- |
|
| --------- | --------- | --------- |
Statement of Financial Position
| Note | 31 March | 31 March 30 September | |
|
| 2015 | 2014 | 2014 |
|
| £ | £ | £ |
Assets |
|
|
|
|
Non-current assets |
|
|
|
|
Property, plant and equipment |
| 548 | 540 | 887 |
Investments |
| - | - | - |
|
| --------- | --------- | --------- |
|
| 548 | 540 | 887 |
|
| --------- | --------- | --------- |
Trade and other receivables |
| 3,647 | 41,224 | 23,239 |
Cash and cash equivalents |
| 305,563 | 400,100 | 186,771 |
|
| --------- | --------- | --------- |
|
| 309,210 | 441,324 | 210,010 |
|
| --------- | --------- | --------- |
Total assets |
| 309,758 | 441,864 | 210,897 |
|
| --------- | --------- | --------- |
|
| --------- | --------- | --------- |
Liabilities and Equity |
|
|
|
|
Current liabilities |
|
|
|
|
Trade and other payables |
| 153,382 | 91,882 | 150,051 |
Convertible loan notes | 4 | 275,000 | - | - |
|
| --------- | --------- | --------- |
Total liabilities |
| 428,382 | 91,882 | 150,051 |
|
| --------- | --------- | --------- |
Equity |
|
|
|
|
Capital and reserves attributable to equity |
|
|
|
|
holders of the company |
|
|
|
|
Called-up equity share capital |
| 3,429,912 | 3,429,912 | 3,429,912 |
Share premium account |
| 2,861,327 | 2,861,327 | 2,861,327 |
Accumulated losses |
| (6,409,863) | (5,941,257) | (6,230,393) |
|
| --------- | --------- | --------- |
Total Equity |
| (118,624) | 349,982 | 60,846 |
|
| --------- | --------- | --------- |
Total Liabilities and Equity |
| 309,758 | 441,864 | 210,897 |
|
| --------- | --------- | --------- |
|
|
|
|
|
Statement of Cash Flows as at 31 March 2015
Note | 6 months | 6 months | Year | |
|
| ended 31 | ended 31 | ended 30 |
|
| March | March | September |
|
| 2015 | 2014 | 2014 |
|
| £ | £ | £ |
Net cash used in operating activities |
| (131,972) | (350,055) | (563,320) |
Net cash from investing activities |
|
|
|
|
Purchases of property, plant and equipment |
| - | (283) | (347) |
Interest received |
| 764 | 319 | 319 |
|
| --------- | --------- | --------- |
Net cash flow before financing activities |
| (131,208) | (350,019) | (563,348) |
|
| --------- | --------- | --------- |
Net cash from financing activities |
|
|
|
|
Net proceeds from issue of equity shares |
| - | 712,500 | 712,500 |
New loan finance | 4 | 250,000 | - | 305,000 |
Loan repayment |
| - | - | (305,000) |
|
| --------- | --------- | --------- |
Net increase in cash, cash equivalents |
|
|
|
|
and overdrafts |
| 118,792 | 362,481 | 149,152 |
Cash, cash equivalents at beginning of year |
| 186,771 | 37,619 | 37,619 |
|
| --------- | --------- | --------- |
Cash, cash equivalents at end of year |
| 305,563 | 400,100 | 186,771 |
|
| --------- | --------- | --------- |
|
| --------- | --------- | --------- |
Reconciliation of operating loss to net cash |
|
|
|
|
outflow from operating activities |
|
|
|
|
Operating loss from continuing activities |
| (155,234) | (324,316) | (613,735) |
Depreciation |
| 339 | 296 | 296 |
|
| --------- | --------- | --------- |
Operating cash flows before movements |
|
|
|
|
in working capital |
| (154,895) | (324,020) | (613,439) |
|
| --------- | --------- | --------- |
Decrease in receivables |
| 19,592 | 5,804 | 23,789 |
Increase/(decrease) in payables |
| 3,331 | (31,839) | 26,330 |
|
| --------- | --------- | --------- |
Net movement in working capital |
| 22,923 | (26,035) | 50,119 |
|
| --------- | --------- | --------- |
Net movement in cash flow |
| (131,972) | (350,055) | (563,320) |
Income taxes paid |
| - | - | - |
|
| --------- | --------- | --------- |
Net cash outflow from operating activities |
| (131,972) | (350,055) | (563,320) |
|
| --------- | --------- | --------- |
|
| --------- | --------- | --------- |
Statement of Changes in Equity as at 31 March 2015
| Share | Share | Retained | Total |
| Capital | Premium | Earnings | Equity |
| £ | £ | £ | £ |
Balance at 1 October 2013 | 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 | - | - | (324,280) | (324,280) |
| --------- | --------- | --------- | --------- |
At 31 March 2014 | 3,429,912 | 2,861,327 | (5,941,257) | 349,982 |
Loss for the period | - | - | (289,136) | (289,136) |
| --------- | --------- | --------- | --------- |
At 30 September 2014 | 3,429,912 | 2,861,327 | (6,230,393) | 60,846 |
Loss for the period | - | - | (179,470) | (179,470) |
| --------- | --------- | --------- | --------- |
At 31 March 2015 | 3,429,912 | 2,861,327 | (6,409,863) | (118,624) |
| --------- | --------- | --------- | --------- |
| --------- | --------- | --------- | --------- |
Notes to the unaudited financial statements
1. Basis of preparation
The financial information included in this report does not constitute statutory accounts as defined in section 435 of the Companies Act 2006. The interim financial statements for the six months ended 31 March 2015 have been prepared under applicable International Financial Reporting Standards adopted by the European Union ("IFRS"). The financial information for the period ended 30 September 2014 has been extracted from the statutory accounts for that period. The auditors' report on the full statutory accounts for the period ended 30 September 2014 was unqualified. The financial information for the six months ended 31 March 2014 and 31 March 2015 has not been audited.
2. Principal Accounting Policies
The principal accounting policies adopted are consistent with those of the annual financial statements for the year ended 30 September 2014 and are those expected to be applied for the year ending 30 September 2015.
3. Loss per Share
The loss per ordinary share have been calculated on the loss on ordinary activities after taxation of £179,470 (31 March 2014: £324,280, 30 September 2014: £613,416) using the weighted average number of ordinary shares in issue during the period being 929,953,462 (31 March 2014: 744,313,104, 30 September 2014: 815,955,953).
No diluted loss per share is presented as the company's convertible loan notes, share options and warrant were anti-dilutive potential ordinary shares. The weighted average number of diluted ordinary shares in issue during the period was 929,953,462 (31 March 2014: 744,313,104, 30 September 2014: 815,955,953).
4. Convertible loan
In January 2015 the company signed a new convertible loan agreement to provide up to £250,000 of unsecured loan capital at 0% interest. A premium of £25,000 will be paid or settled by the company to or in favour of the Lender on the earlier of 30 June 2016 and the date of conversion or redemption of the Loan.
5. Availability
Copies of the Interim Report are available from the Company Secretary, c/o International Registrars Limited, Finsgate, 5-7 Cranwood Street, London England,EC1V 9EE and on the Company's website www.verdes-group.com .
For further information please contact:
Verdes Management PLC
Gillian 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 413510
Nick Emerson