Sosandar Regulatory News (SOS)

RNS Number : 4541T

Medavinci PLC

29 September 2010

 

 

 

Medavinci Plc

("Medavinci" or the "Company")

 

Announcement of Final Results for the year ended 31 March 2010

 

CHAIRMAN'S STATEMENT

 

I am pleased to present the final audited results for the year ended 31 March 2010.

 

As highlighted in the circular to shareholders dated 9 August 2010, the Company has re-focussed the investment strategy of the company to one focused on companies involved in mineral exploration and production in Europe.

 

Key highlights for the year ended 31 March 2010 were as follows:

 

·; In July 2009, the company raised £421,540 to repay certain creditors and for working capital.

·; Emotion Fitness Limited, a UK Incorporated company was established to hold the company's 49% interest in its Hungarian based gymnasium business and the board is hoping to be able to sell this investment during the coming months.

·; Loss for the year was £662,000 (2009 - £5,154,000).

·; Post the year end, the Company raised £842,042 and invested £370,000 in Orogen Gold Limited, for a 49% interest in the issued share capital.

 

During the year ended 31 March 2010, the Board reviewed all investments held by the company (and made by the previous management) and as previously stated have written down the value of the company's shareholdings and loans in Demecal and Ergodynamics to £nil. The remaining investment is in Emotion Fitness, a gymnasium business based in Hungary which, as part of the re-focus, the board is hoping to be able to sell in the coming months.

 

Since the year end the company has re-focused the investment strategy of the company to one focused on companies involved in mineral exploration and production in Europe. As part of this re-focus the company has successfully raised £842,042 and made an investment in Orogen Gold Limited in return for a 49% shareholding. The Board is also hoping to sell its shareholding in Emotion Fitness and an appropriate impairment charge of £518,000 has been made to the carrying value of this investment. The carrying value at the reporting date was £300,000.

 

Orogen Gold Limited ("Orogen Gold")

In August 2010, the Company invested £370,000 in Orogen Gold Limited for a 49% interest in the enlarged issued share capital. Orogen Gold is an Irish company incorporated in April 2010 for the purpose of holding investments in companies involved in mineral exploration and related activities. Its initial focus will be on the Deli Jovan Gold Project, a 69 sq km permit area in eastern Serbia covering two shallow underground gold mines that were last in production pre World War II. Under an Earn-in Agreement with TSX (Toronto Stock Exchange) listed Reservoir Capital Corporation, Orogen Gold has the right to an initial 55% interest in the Deli Jovan Gold Project, if it spends a minimum of approximately US$1.5 million on exploration by June 2012, and a further interest of 20% will be obtained upon an additional spend of approximately US$2 million by December 2013, giving Orogen Gold an aggregate interest in 75% of the Deli Jovan Gold Project.

 

Outlook

We now believe we have secured the future for Medavinci Plc and will focus purely on our investment in Orogen Gold. We have an option to acquire the remaining 51% of Orogen Gold which, subject to positive results from the Phase 1 Exploration Programme, we intend to exercise over the next twelve months. At that stage it is the intention that the remaining directors of Orogen Gold will be appointed to the Medavinci board and the Company will become a minerals and exploration business, with a name change to reflect this new direction.

 

We are currently looking to dispose of our shareholding in the Hungarian gymnasium business which we would like to conclude within the next six months. As previously stated, the disposal of this investment would represent a fundamental change of business for the Company, and, under the AIM Rules, would be subject to the prior approval of Shareholders.

 

All shareholders will be kept fully informed regarding our progress with Orogen Gold and although the past 24 months has been a difficult period for Medavinci Plc we aim to restore as much value back to shareholders as possible.

 

 

Adam Reynolds

Chairman

29 September 2010

 

Contact Details:

 

Medavinci

Adam Reynolds

Paul Foulger Tel: +44 (0) 207 245 1100

 

Zeus Capital Limited

Ross Andrews Tel +44 (0)161 831 1512

Tom Rowley

 

 

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2010

	Notes	2010 £'000		2009 £'000
- Recurring administrative expenses		(144)		(307)
- Impairment of investments, capital contribution and receivables from investments		(518)		(4,857)
Administrative expenses		(662)		(5,164)
Finance income - bank interest		-		10
Loss before taxation		(662)		(5,154)
Income tax expense		-		-
Loss for the year attributable to owners of the company		(662)		(5,154)
Other comprehensive income
Exchange difference on translating foreign balances		-		135
Total comprehensive income for the year attributable to owners of the company		(662)		(5,019)
		Pence		Pence
Loss per share
Basic and diluted	7	(0.2)		(7.0)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2010

 

	Notes	2010 £'000		2009 £'000
ASSETS Non-current assets
Investments		300		742
Total non-current assets		300		742
Current assets
Trade and other receivables		-		14
Cash at bank and in hand		160		117
Total current assets		160		131
Total assets		460		873
EQUITY AND LIABILITIES
Equity attributable to owners of the company
Share capital	11	1,158		736
Share premium reserve		5,305		5,305
Retained loss		(6,077)		(5,415)
Total equity		386		626
Current liabilities
Trade and other payables		74		247
Total current liabilities		74		247
Total equity and liabilities		460		873

 

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2010

 

	Share capital £'000		Share premium £'000		Share Warrant reserve £'000		Retained loss £'000		Total £'000
At 1 April 2008	736		5,305		278		(674)		5,645
Loss for the year	-		-		-		(5,154)		(5,154)
Reserve transfer	-		-		(278)		278		-
Exchange rate movement	-		-		-		135		135
Movement in year	-		-		(278)		(4,741)		(5,019)
At 31 March 2009	736		5,305		-		(5,415)		626
Loss for the year	-		-		-		(662)		(662)
Shares issued during the year	422		-		-		-		422
Movement in year	422		-		-		(662)		(240)
At 31 March 2010	1,158		5,305		-		(6,077)		386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2010

 

		2010 £'000		2009 £'000
Cash flows from operating activities
Loss before taxation		(662)		(5,154)
Impairment loss on investments		518		4,857
Decrease/(increase) in trade and other receivables		14		(197)
(Decrease)/increase in trade and other payables		(173)		138
Interest received		-		(10)
Net cash outflow from operating activities		(303)		(366)
Cash flows from investing activities
Increase in loans to investments		(76)		-
Interest received		-		10
Net cash (outflow)/inflow from investing activities		(76)		10
Cash flows from financing activities
Proceeds from issue of equity instruments		422		-
Net cash inflow from financing activities		422		-
Net increase/(decrease) in cash and cash equivalents		43		(356)
Cash and cash equivalents at beginning of the year		117		473
Cash and cash equivalents at end of the year		160		117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2010

 

1. PRINCIPAL ACCOUNTING POLICIES

 

MeDaVinci plc is a public limited liability company governed by UK law, established in the UK and listed on the Alternative Investment Market (AIM). The company's registered office is in the UK. Its office address is 14 Kinnerton Place South, London, SW1X 8EH.

 

Basis of preparation of the financial statements

The financial statements of MeDaVinci Plc 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.

 

The financial statements have been prepared under the historical cost convention, as modified by the measurement at fair value of available-for-sale financial assets and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

 

Going concern

The company has changed its investment strategy to investing in companies involved in mineral exploration and has also successfully completed a fundraising. The directors confirm that, after giving due consideration to the financial position and cash flows of the company they have reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. For this reason the company adopted the going concern basis in preparing the financial statements.

 

Critical Judgements and Key Sources of Estimation Uncertainty

MeDaVinci makes estimates and assumptions regarding the future. The resultant budgeted and accounting outcomes will rarely be the same as the actual results. Estimates and assumptions are evaluated on an ongoing basis and are based on experience and other factors, including expectations of future events that are perceived

as reasonable based on the circumstances. The following estimates and assumptions bear a significant inherent risk, which could result in material adjustments to the carrying amount of assets and liabilities in the coming year:

 

 (a) Impairment of Financial Assets (Non-current)

Where there are indications of impairment and at least once a year, MeDaVinci tests financial assets for impairment. The realisable value of financial assets is determined using generally accepted valuation techniques, including value-in-use calculations. These calculations and valuations require the use of estimates.

 

Based on these tests, possible impairment must be reported. However, where the actual performance of the underlying activities, businesses and cash-generating units is substantially worse, actual impairment losses could be incurred and/or differ from the reported impairment losses. These impairment losses could have a material impact on the carrying amount of financial assets.

 

 (b)  Carrying Value of Deferred Tax Assets and Deferred Tax Liabilities

Assumptions play a major role in the determination of deferred tax assets and deferred tax liabilities. Many uncertain factors can affect the amount of carry-forward tax losses. MeDaVinci values the carrying amounts of deferred tax assets relating to carry-forward tax losses, and the carrying amount of deferred tax liabilities relating to carry-back tax losses on the basis of its best estimates. Where actual outcomes differ from the original estimates, the differences will affect taxes and the income statement, as well as the deferred tax assets and/or deferred tax liabilities in the period in which these differences occur.

 

(c) Determination of Significant Influence

Where the group holds investments in associates the directors must consider whether a significant influence is held over the ability for the investee company to operate. This consideration determines how the investment is accounted for in the financial statements.

 

(d) Determination of power to control

The investment in Emotion Fitness Mag Kft, through it subsidiary undertaking Emotion Fitness Limited, is stated as a 49% shareholding in line with a shareholders agreement that details this holding. Additionally MeDaVinci holds exercisable convertible loans that, if converted, would result in an additional 14.7% shareholding of Emotion Fitness Mag Kft. However, the directors have concluded that they do not have the power to control Emotion Fitness Mag Kft due to the terms described in the shareholders agreement. Consequently, Emotion Fitness Mag Kft has not been consolidated and has been treated as an investment in the accounts.

 

2. SEGMENT INFORMATION

The board of directors do not receive management reports that analyse the performance or financial position of the company by business segment. The main activity of the company is to invest in international health and wellness companies and consequently the only items in the comprehensive income statement that are attributable to these activities are the income from these investments, the finance income receivable from cash deposits and loans advanced and the change in fair value of the embedded derivatives separately recognised. All other amounts are unallocated and relate to the operation of the corporate headquarters.

 

From the perspective of the statement of financial position, such segment assets would include the carrying value of the investments in associates, loans advanced and the derivatives. All other assets and liabilities are unallocated and relate to the corporate activities undertaken.

 

The company does not have any external revenues.

 

3. LOSS BEFORE TAXATION

	2010 £'000		2009 £'000
The following items have been included in arriving at loss before taxation:
Staff costs	20		66
Services provided by the company's auditors
- Audit fees and expenses - statutory audit	24		15
- Tax compliance	2		2
Foreign exchange gains and losses	-		150

 

 

4. STAFF COSTS

	2010 £'000		2009 £'000
Aggregate directors' emoluments	20		66

 

There were no employees except for the directors during the year.

 

During the year £Nil (2009: £5,875) was paid to HHSS LLP for the services of a director, a company in which Mr Hough is also a director. No amount was outstanding at the balance sheet date.

 

£20,000 (2009: £4,792) was paid to Wilton International Marketing Limited, a company in which A Reynolds and P Foulger are directors, for the services of the directors. No amount was outstanding at the balance sheet date.

 

G Hirsch and M Hough have not received any remuneration during the year. They have waived their remuneration entitlement.

 

The directors are considered to be the key management personnel. Directors' remuneration and fees comprises the whole of the compensation for these individuals. The directors hold no share options.

 

5. RELATED PARTY TRANSACTIONS

 

During the year £39,250 (2009 : £Nil) was paid to Wilton International Marketing Limited, a company in which A Reynolds and P Foulger are directors, for corporate finance and administration services. No amount was outstanding at the year end.

 

A further £30,109 (2009: £3,169) was paid to Hansard Communications Limited, a company in which A Reynolds and P Foulger are directors, for public relation services, disbursements and related services. The amount outstanding at the balance sheet date was £4,875 (2009: £3,169).

 

At the year end, £300,000 (2009 - £742,000), as detailed in note 8, relates to the investment and capital contribution recoverable from Emotion Fitness Mag Kft through the company's new subsidiary undertaking Emotion Fitness Limited.

 

6. TAXATION

 

There is no UK Corporation tax charge due to tax losses incurred during the year, subject to agreement with HM Revenue & Customs. There is a potential deferred tax asset of approximately £1,725,000 (2009: £1,458,000) relating to the cumulative tax losses totalling approximately £6,159,000 (2009: £5,559,000) carried forward. The deferred tax asset is not provided for as the directors are uncertain when the company will generate sufficient profits on capital gains for the losses to be offset against.

 

The charge per the Statement of Comprehensive Income for the year can be reconciled to the tax losses as follows:

	2010 £'000		2009 £'000
Loss before taxation	(662)		(5,154)
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 28% (2009: 28%)	(185)		(1,443)
Effects of:
Current tax losses not utilised	185		1,443
Total taxation	-		-

 

7. LOSS PER SHARE

 

Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the year.

	2010 £'000		2009 £'000
Loss attributable to equity holders of the company	(662)		(5,154)
Weighted average number of ordinary shares in issue (thousands)	389,755		73,600
Basic loss per share (pence)	(0.2)		(7.0)

 

The company had no dilutive potential ordinary shares in either year, which would serve to increase the loss per ordinary share. Therefore, there is no difference between the loss per ordinary share and the diluted loss per ordinary share.

 

8. INVESTMENTS

 

	Investments in subsidiaries and associates		2010 £'000			2009 £'000
Cost
At 1 April		4,288			4,288
Capital contribution made		76			-
At 31 March		4,364			4,288
Impairment
At 1 April		3,546			-
Impairment during the year		518			3,546
At 31 March		4,064			3,546
Net book value at 31 March		300			742

 

 

Details of these investments held are as follows:-

 

			No. of ordinary shares			% Held		Carrying Value £'000			Nature of Business
MeDaVinci Health Care Services BV		18,000			100%		-			Holding company for investments in innovative technologies for the healthcare sector
Emotion Fitness Limited		100			100%		-			Investment holding company
MeDaVinci Development BV*		25			5%		-			Development of innovative products in the medical industry
ErgoDynamics Participations BV*		89			49%					Holding company for investment in Ergodynamics Applications BV
Emotion Fitness Mag Kft**		2,700			47%		300			Fitness centres
Demecal Europe BV*		5,400			30%		-			Development and Selling of blood tests
Key

* - indirectly held through MedaVinci Health Care Services BV

** - indirectly held through Emotion Fitness Limited

 

The above companies are incorporated in the following jurisdiction:

Country of incorporation:

MeDaVinci Health Care Services BV	Netherlands
Emotion Fitness Limited	England & Wales
MeDaVinci Development BV*	Netherlands
ErgoDynamics Participations BV*	Netherlands
Emotion Fitness Mag Kft**	Hungary
Demecal Europe BV*	Netherlands

 

The company's subsidiary undertakings, MeDaVinci Health Care Services BV and Emotion Fitness Limited have been dormant throughout the year.

 

The investments in MeDaVinci Health Care Services BV, MeDaVinci Development BV, ErgoDynamics Participations BV and Demecal Europe BV have been fully impaired. Demecal Europe BV was declared backcrupt in Dutch Courts on 26 May 2009.

 

In October 2009 the company incorporated Emotion Fitness Limited and transferred its investment and capital contribution in Emotion Fitness Mag Kft from MeDaVinci Health Care Services BV for €1,165,000 including an advance of €625,000. Subsequently a debt instrument was created and transferred by MeDavinci Health Care Services BV to the company. Since the year end the company has decided to change its investment strategy and consequently the investment in Emotion Fitness has been impaired to the carrying value of £300,000 and the directors are hoping to sell this investment during the coming months.

 

The company has also provided a loan to Emotion Fitness Mag Kft through its former parent undertaking, MeDaVinci Heath Care Services BV and has been fully impaired. The loan can be converted into ordinary shares at any time of whole or part thereof provided that total conversion will lead to 68.88% of the outstanding share capital post conversion or pro rata percentage thereof post conversion as a result of partial conversion.

 

Further, MeDaVinci has warrant instruments on shares in Ergo Dynamics Participations BV. In determining the fair value of the instruments the directors have considered that there is no active market for these instruments and therefore the value of these instruments have been assessed using the Black & Scholes pricing model. Following impairment review the fair value of the warrant instrument on shares in ErgoDynamics Participations BV is as a consequence £nil.

 

The company's associated undertakings, Ergo Dynamics Participations BV, Emotion Fitness Mag Kft and Demecal Europe BV prepared their financial statements as of 31 December each year. Ergo Dynamics Participations BV and Demecal Europe BV financials are unavailable and hence the figures cannot be disclosed in these financial statements. The company's remaining associate undertaking's financial information is as follows:

	31 December 2009 £'000		31 December 2008 £'000
Revenue	111		180
Result for the year	68		(211)
Total assets	1,260		1,366
Total liabilities and obligations	(971)		(1,145)
Total equity	289		221

 

 

 9. TRADE AND OTHER RECEIVABLES 

	2010 £'000		2009 £'000
Prepayments and accrued income	-		14

 

The directors consider that the carrying amount of trade and other receivables approximates their fair value.

 

10. CASH AND CASH EQUIVALENTS

	2010 £'000		2009 £'000
Cash at bank and in hand	160		117

 

11. CALLED UP SHARE CAPITAL

		2010 £'000		2009 £'000
Authorised
5,000,000,000 Ordinary shares of 0.1 pence each (2009 - 500,000,000 of 1p each)		5,000			5,000
73,599,817 Deferred shares of 0.9 pence each		662			-
		5,662			5,000
Alloted, called up and fully paid
495,139,817 (2009 - 73,599,817) Ordinary shares of 0.1 pence each		496			736
73,599,817 Deferred shares of 0.9 pence each		662			-
		1,158			736

 

On 26 May 2009 the nominal share value was reduced from 1 pence to 0.1 pence each. Following this restructuring the company's share capital consisted of 73,599,817 ordinary shares of 0.1 pence each and 73,599,817 deferred ordinary shares of 0.9 pence each. Since then the following ordinary shares have been issued:

 

·; On 8 July 2009 the company issued 421,540,000 shares of 0.1 pence each at par value. The total cash consideration received amounted to £421,540.

 

·; On 1 September 2010 the company issued 421,021,000 shares of 0.1 pence each at 0.2 pence per share. The total cash consideration received amounted to £842,042.

 

·; On 1 September 2010 the company issued 62,500,000 shares of 0.1 pence each at 0.2 pence per share. The company issued these shares as part of the consideration to satisfy the purchase price of £370,000 to acquire 49% of Orogen Gold Limited.

 

 

12. TRADE AND OTHER PAYABLES

		2010 £'000			2009 £'000
	Trade payables	22			113
	Other payables	-			22
	Accruals and deferred income	52			112
		74			247

Trade and other payables principally comprise amounts outstanding for on-going overhead costs. The directors consider that the carrying amount of trade payables approximately their fair value.

 

13. EVENTS AFTER THE REPORTING PERIOD

On 1 September 2010 the company issued 421,021,000 shares of 0.1 pence each at 0.2 pence per share. The total cash consideration received amounted to £842,042.

 

On 1 September 2010 the company also completed a 49% acquisition of Orogen Gold Limited for a total consideration of £370,000, with an option to acquire the remaining 51% over the next 12 months. The consideration of £370,000 was satisfied by the issue of 62,500,000 ordinary shares of 0.1 pence each at 0.2 pence per share and subscribing to 12,000,000 shares in Orogen Gold Limited.

 

On 1 September 2010 the company granted warrants over 5,000,000 Ordinary Shares of 0.1 pence each to Zeus Capital Limited in respect of corporate finance advice. The subscription price is 0.2 pence per Ordinary Share and the exercise period is five years from the date of grant.

 

14. ANNUAL REPORT AND ANNUAL GENERAL MEETING

 

In accordance with Rules 20 and 26 of the AIM Rules for Companies, the Annual Report for the year ended 31 March 2010 and notice of annual general meeting have been sent to shareholders today and will be available for download from the Company's website. The Company's annual general meeting will be held at The Pantechnicon, 2nd Floor, 10 Motcomb Street, London, SW1X 8LA on 16 November at 11:00 a.m.

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