Utilico Insights - Jacqueline Broers assesses why Vietnam could be the darling of Asia for investors. Watch the full video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksTAU.L Regulatory News (TAU)

  • There is currently no data for TAU

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Final Results

27 Jun 2019 07:00

RNS Number : 5712D
Tau Capital PLC
27 June 2019
 

 

 

 

27 June 2019

TAU CAPITAL PLC

(the "Company" or "Tau")

Final Results

Tau Capital Plc ("Tau" or the "Company"), today announces its financial results for the year to 31 December 2018.

A copy of the Company's annual report and accounts for the year to 31 December 2018 (the "Annual Report and Accounts") will be posted to shareholders tomorrow and the Annual Report and Accounts will be available from the Company's website, www.taucapitalplc.com, shortly.

Trading in the Company's ordinary shares will remain suspended until the completion of a Reverse Takeover, which requires the publication of an admission document and the approval of such a transaction at a general meeting of the Company, or the Company is re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least £6,000,000). If no such transaction is completed within six months of the date of the suspension, the Company's shares will be cancelled from trading on AIM pursuant to AIM Rule 41.

For further information, please contact:

FIM Capital Limited

Philip Scales +44 (0) 1624 681250

 

Allenby Capital Limited (Nominated Adviser and Joint-Broker)

John Depasquale / Alex Brearley +44 203 328 5656

 

Peterhouse Corporate Finance Limited (Joint-Broker)

Lucy Williams / Eran Zucker +44 207 469 0933

 

Chairman's Statement

 

Since the last Chairman's Statement reported in the June 2018 Interim Financial Statements, there has been some significant changes in the Company. On 8 April 2019, the Company held an Extraordinary General Meeting at which it was agreed that amendments be made to the Articles of Association, the denomination of the share capital be changed, and that further new ordinary shares be issued following a successful Placing undertaken by Peterhouse Capital Limited. A distribution of US$1,186,000, equivalent to US$0.0242 per share was also made to shareholders on record at 5 April 2019 and, on 12 April 2019, Philip Lambert and Terry Mahoney resigned from the Board and Nigel Burton and I were appointed.

On 18 October 2018, the previous Board of the Company announced that the disposal of its final asset, an indirect interest in Stopharm LLP, had completed and under AIM Rule 15, the Company was then classified as a cash shell. The result of this was that the Company was required, within six months to make an acquisition which constitutes a reverse takeover under AIM Rule 14 or be re-admitted to trading on AIM as an investing company, failing which the Company's ordinary shares would be suspended. The Company's ordinary shares were suspended on 23 April 2019 and the Company now has up to six months from the date of suspension of the Company's ordinary shares to complete a reverse takeover or be readmitted to trading on AIM as an investing company or the Company's shares will be cancelled from trading on AIM pursuant to AIM Rule 41.

 

Your Board is now working hard on identifying appropriate targets as well as considering other options.

Philip Scales has remained as a Director and Company Secretary of the Company and FIM Capital are continuing as Administrator. In addition, Peterhouse Capital Limited remain as joint broker along with Allenby Capital Limited who also remain as the Company's AIM nominated advisor.

Meanwhile your Board is exercising tight control on expenditure and looks forward to updating you as matters progress over the course of the next few months.

Gerwyn Williams

Chairman

26 June 2019

 

Directors' Report

 

The Directors have pleasure in presenting the annual report and audited financial statements of Tau Capital Plc (the "Company") for the year ended 31 December 2018.

 

Principal activity and incorporation

 

The Company was incorporated in the Isle of Man on 3 April 2007 for the purpose of investing in public and private businesses that are established in, operating in or have exposure to Kazakhstan and neighbouring countries. The Company's ordinary shares were admitted to trading on AIM on 3 May 2007.

 

On 25 July 2012, following the approval by shareholders, the Company restated its Investing Policy and committed to realising assets and distributing net proceeds as soon as practicable to shareholders, subject to retaining sufficient cash to meet current and future liabilities.

 

The Company disposed of all public equity investments during 2014.

 

On 18 October 2018, the Company completed the disposal of its indirect interest in Stopharm LLP (see note 3).

 

The Company is now looking for opportunities for a reverse takeover ("RTO") under AIM rule 14. Pending the completion of an RTO, the Company's ordinary shares were suspended on 23 April 2019.

 

Results and dividends

 

The Company's results for the financial year ended 31 December 2018 are set out in the Statement of Comprehensive Income.

 

A review of the Company's activities is set out in the Chairman's Statement.

 

The Directors do not recommend the payment of a final dividend for the year ended 31 December 2018 (31 December 2017: US$ Nil), leaving a loss of US$457,610 (31 December 2017: US$5,336,713 loss) to be transferred from reserves.

 

A distribution of US$1,186,000, equivalent to US$0.0242 per share was declared and paid subsequent to the financial year end, see note 13.

 

Subsequent Events

 

Subsequent events have been detailed in note 13.

 

Going concern

 

On 12 April 2019, the Company made a distribution to shareholders on record at 5 April 2019. On 9 April 2019 the Company completed a Placing of ordinary shares to raise US$150,000. Funds were retained to allow the Company to meet its on-going expenses until October 2019, at which point the future of the Company will be reconsidered by the Board (see note 2n). The Company was initially established as an investment vehicle. In the current year it disposed of its last investment and distributed the proceeds. This resulted in the Company ceasing trade of its principal activity and on that basis prepared the financial statements on a basis other than of a going concern.

 

The Financial Statements have therefore been presented on a non-going concern basis, which assumes that the Company will be placed into liquidation, following the delisting of the Company's ordinary shares, should an RTO not be completed or be readmitted to trading on AIM as an investing company by the relevant date in October 2019.

 

Directors

 

The Directors of the Company during the year and to the date of this report were as follows:

Appointed Resigned

Philip Scales 3 April 2007

Gerwyn Williams 12 April 2019

Nigel Burton 12 April 2019

Philip Lambert 11 April 2007 12 April 2019

Terence Mahony 24 July 2012 12 April 2019

 

Directors' interests in the shares of the Company at 31 December 2018 are detailed in note 6.

 

Changes were made to the composition of the Board subsequent to the financial year end, see note 13.

 

Company Secretary

 

The Secretary of the Company during the year ended 31 December 2018 and to the date of this report was Philip Scales.

 

Auditors

 

Deloitte LLP, being eligible, has indicated its willingness to continue in office.

 

Approved on behalf of the Board of Directors

 

Gerwyn Williams Philip Scales

 

26 June 2019

 

Statement of Directors' Responsibilities

 

The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable Isle of Man law and regulations.

 

Isle of Man company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, International Accounting Standard 1 requires that Directors:

 

· properly select and apply accounting policies;

· present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

· provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Company's financial position and financial performance; and

· make an assessment of the Company's ability to continue as a going concern.

 

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Isle of Man Companies Act 2006. They are also responsible for the system of internal control, for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the Isle of Man governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

 

Corporate Governance Statement

 

The Board of Tau Capital Plc has adopted the Quoted Companies Alliance 2018 Corporate Governance Code (the "QCA Code").

 

The Company is committed to the highest standards of corporate governance, ethical practices and regulatory compliance. In particular, the Board is committed to ensuring that the Company is governed in a manner to allow efficient and effective decision making, with robust risk management procedures.

 

As an AIM Rule 15 cash shell, the Company is reliant upon its service providers for many of its operations and as such will maintain an ongoing and rigorous review of these providers.

 

The Company's compliance with the QCA Code is on the Company's website (www.taucapital.com). The Company will provide annual updates on changes to compliance with the QCA Code.

 

Independent Auditor's Report to the Members of Tau Capital Plc

 

Report on the audit of the financial statements

 

Opinion

 

In our opinion the financial statements of Tau Capital Plc (the 'Company'):

· give a true and fair view of the state of the Company's affairs as at 31 December 2018 and of its loss for the year then ended;

· have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; and

· have been prepared in accordance with the requirements of the Isle of Man Companies Act 2006.

 

We have audited the financial statements which comprise:

· the statement of comprehensive income;

· the statement of financial position;

· the statement of changes in equity;

· the cash flow statement;

· the related notes 1 to 13.

 

The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union.

 

Basis for opinion

 

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs(UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report.

 

We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Emphasis of matter - financial statements prepared other than on a going concern basis

 

We draw attention to note 2(n) in the financial statements, which indicates that the financial statements have been prepared on a basis other than that of a going concern. Our opinion is not modified in respect of this matter.

 

Summary of our audit approach

 

Key audit matters

The key audit matter that we identified in the current year were:

Net gain on financial assets at fair value through profit and loss.

 

Materiality

 

The materiality that we used in the current year was US$40,200 which was determined on the basis of 3% of equity.

 

Scoping

 

The Company consisted of investments in a subsidiary and an indirect investment in a subsidiary which held a level 3 investment. The level 3 investment was sold in the current year resulting in one subsidiary being liquidated during the financial year and the other post year end. We have identified the group and performed risk assessment to identify areas of risk. Procedures were tailored to address these risks.

 

Key audit matters

 

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.

 

These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

In addition to the matter described in the going concern section, we have determined matters to be communicated in our report.

 

Net gain on financial assets at fair value through profit and loss

 

Key audit matter description 

 

The Company held one investment during the period through an indirect subsidiary. The investment was disposed of during the year following a significant impairment in the prior year. The investment was not listed and classified as a level 3 investment on the fair value hierarchy. Management had actively sought to dispose of the investment for a number of years.

 

The Directors of the Company had estimated that the total fair value of the direct and indirect subsidiaries in the prior year based upon net assets, which was affected by the valuation of the underlying private investment owned by the subsidiary. In the prior year the entity revised their investment valuation following a post year end sale agreement of the investment valued at US$1,100,000 based on agreed sale price, net of costs. In the current year this sale was completed for Tenge 443,850,000 (US$1,202,512). Excess cash following the sale of the underlying investment were transferred through the group to the Company.

 

Following the disposal and related intercompany loan write-off, the direct subsidiary was liquidated on 20 December 2018 and the indirect subsidiary which held the investment began liquidation proceedings with a net asset value of Nil at year end, formally liquidating on 3 January 2019.

 

Following the settlement of expenses within the subsidiaries and subsequent intercompany loan write-offs the Company realised a gain on investment in subsidiaries of US$45,050. We therefore identified a key audit matter related to the risk that the net gain was incorrectly calculated due to the complexity of the disposal transactions.

 

How the scope of our audit responded to the key audit matter

 

An evaluation of the design and implementation of the controls over the recognition of realised gains and losses on investment in subsidiaries was performed. An understanding of the gains/losses on investment in subsidiaries methodology and underlying data was obtained and further corroborated through supporting evidence.

 

We reviewed the sale agreement and receipt of cash consideration into the Company's bank account and agreed this through to the net gain on financial assets at fair value through profit or loss calculations. We have also reviewed the transfer of sale proceeds and cash via intercompany loan through the group subsidiaries to the Company and the subsequent loan write-off which occurred when liquidation proceedings occurred. These amounts have also been agreed through to the minutes of the meetings of the Company's Directors.

 

We considered the adequacy of the disclosure in note 3 to the financial statement concerning the realised gain on investment in subsidiary, particularly as regards to the accuracy of the calculation.

 

Key observations

 

The realised gain on investment in subsidiaries disclosed in the financial statement for the year ended 31 December 2018 appears to be reasonable and in line with our substantive testing.

 

Our application of materiality

 

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

 

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

 

Materiality US$40,200 (2017: US$54,000).

 

Basis for determining materiality 3% of equity (2017: prior year 3% of equity).

 

As a result of the decrease in subsidiary NAV prior to intercompany loan write off and subsequent liquidation proceedings, the equity balance has reduced significantly since the prior year.

 

Rationale for the benchmark applied

 

The Company disposed of its single external investment in the year, the Company is not 'income' generating and is in run-off thus profit before tax is an inappropriate measure. As the Company is no-longer a going concern, equity is the key balance within the entity and thus we have chosen to use equity as our basis for materiality.

 

We agreed with the Directors that we would report to them all audit differences in excess of US$2,000 (2017: US$3,100), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Directors on disclosure matters that we identified when assessing the overall presentation of the financial statements.

 

An overview of the scope of our audit

 

The audit was scoped by obtaining an understanding of the entity and its environment, including internal controls and assessing the risks of material misstatement.

 

As the Company was an investment entity we conducted the audit through direct communication with the service provider. Assessment of the service provider was performed including design and implementation of internal controls over the financial reporting process.

 

Other information

 

The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon.

 

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

 

If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in respect of these matters.

 

Responsibilities of Directors

 

As explained more fully in the Directors' responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

 

Auditor's responsibilities for the audit of the financial statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

 

Use of our report

This report is made solely for the exclusive use of the Directors for the purpose of showing the results of management's stewardship of the resources entrusted to it. Our report is not to be used for any other purpose, rectified or referred to in any document, copied or made available (in whole or in part) to any other person without prior express consent. We accept no duty, responsibility or liability to any other party in connections with the report or this engagement.

 

 

Deloitte LLP

Isle of Man

 

Statement of Comprehensive Income

 

Year ended

Year ended

 31 Dec 2018

 31 Dec 2017

Note

US$

US$

Investment income

Interest income

7

7

Net gain/(loss) on financial assets at fair value through profit or loss

3

45,050

(4,966,852)

Total operating gain/(loss)

45,057

(4,966,845)

Expenses

Operating expenses

7

(502,667)

(369,868)

(502,667)

(369,868)

Loss before tax

(457,610)

(5,336,713)

Taxation

8

-

-

Loss for the year

-

-

Other comprehensive income

-

-

Total comprehensive loss for the year attributable to the shareholders

(457,610)

(5,336,713)

Basic and diluted loss per share

12

($0.01)

($0.11)

 

 

All results derive from discontinued operations.

 

In both the current and prior years, there was no other comprehensive income other than that dealt with above.

 

The accompanying notes form an integral part of these financial statements.

 

 

Statement of Financial Position

 

As at

As at

31 Dec 2018

31 Dec 2017

Note

US$

US$

Assets

Current assets

Investment in subsidiaries

3

-

2,566,593

Loans to subsidiaries

5

-

111,574

Debtors and prepayments

22,224

15,143

Cash and cash equivalents

1,407,341

69,784

Total assets

1,429,565

2,763,094

Liabilities

Current liabilities

Creditors and accruals

(63,808)

(90,133)

Loan from subsidiaries

5

-

(849,594)

Total liabilities

(63,808)

(939,727)

Total current and net assets

1,365,757

1,823,367

Shareholders' equity

Share capital

4

976,209

976,209

Distributable reserves

389,548

847,158

Total shareholders' equity

1,365,757

1,823,367

Net Asset Value per share

$0.03

$0.04

 

 

The accompanying notes form an integral part of these financial statements.

 

 

Approved by the Board of Directors and signed on its behalf by:

 

Gerwyn Williams Philip Scales

 

26 June 2019

 

Statement of Changes in Equity for the year ended 31 December 2018

 

Share

Distributable

capital

reserves

 Total

US$

US$

 US$

Balance at 1 January 2018

976,209

847,158

1,823,367

Total comprehensive loss for the year

-

(457,610)

(457,610)

Balance at 31 December 2018

976,209

389,548

1,365,757

 

 

 

 

Share

Distributable

 

capital

reserves

 Total

 

US$

US$

 US$

 

Balance at 1 January 2017

976,209

6,183,871

7,160,080

 

 

Total comprehensive loss for the year

-

(5,336,713)

(5,336,713)

 

Balance at 31 December 2017

976,209

847,158

1,823,367

 

 

Statement of Cash Flows

 

 Year ended

 Year ended

31 Dec 2018

31 Dec 2017

US$

US$

Cash flows from operating activities

Loss for the year

(457,610)

(5,336,713)

Adjustments to reconcile loss for the year to net cash provided by operating activities:

Net (gain)/loss on financial assets at fair value through profit or loss

(45,050)

4,966,852

Working capital adjustments:

Increase in debtors and prepayments

(7,081)

(113)

Decrease in creditors and accruals

(26,325)

(18,743)

(536,066)

(388,717)

Proceeds from the disposal of Stopharm

1,202,512

-

Receipts of payments from subsidiaries

671,111

367,154

Net cash generated from/(used in) operating activities

1,337,557

(21,563)

Net increase/(decrease) in cash and cash equivalents

1,337,557

(21,563)

Cash and cash equivalents at the beginning of year

69,784

91,347

Cash and cash equivalents at the end of year

1,407,341

69,784

 

 

Notes to the Financial Statements for the year ended 31 December 2018

 

1. General

 

Tau Capital Plc (the "Company") is a closed-ended investment company domiciled in the Isle of Man since 3 April 2007. The Company was incorporated under the Isle of Man Companies Acts 1931-2004. Following approval at the AGM held on 24 July 2012, the Company was re-registered under the Isle of Man Companies Act 2006 with registered number 008604V. The Company's ordinary shares are admitted to trading on AIM, a market of that name operated by the London Stock Exchange. The Company has no employees.

 

On 18 October 2018, the Company completed the disposal of the Company's indirect interest in Stopharm LLP ("Stopharm") (see note 3). The direct subsidiary Tau (Cayman) L.P., is the intermediate parent of Tau SPV 1 Cooperatief WA ("Tau SPV 1"), which holds no private investments (31 December 2017: one) as at the year end date. On 23 April 2019 trading of the Company's ordinary shares on the AIM was suspended, see note 13.

 

2. Accounting Policies

 

The significant accounting policies and estimation techniques adopted by the Company for the year ended 31 December 2018 are consistent with those adopted by the Company for the annual financial statements for the year ended 31 December 2017, with the exception of those disclosed below.

 

a) Basis of Preparation

 

The financial statements are presented in US dollars. The functional currency is also the US dollar. All references to net assets throughout this document refer to net assets attributable to holders of ordinary shares unless otherwise stated.

 

b) Standards and amendments which are first effective for the period beginning 1 January 2018

 

A number of new standards are effective from 1 January 2018 but other than detailed below, they do not have a material effect on the Company's financial statements.

 

IFRS 15 Revenue from Contracts with customers: Recognition and Measurement ("IFRS 15") was effective from 1 January 2018. The application of this standard has no impact on the Company or any comparative disclosures.

 

The Company has applied IFRS 9 Financial Instruments: Recognition and Measurement ("IFRS 9") from 1 January 2018. No restatement of comparative information was required from the adoption of this new accounting standard. IFRS 9 sets out requirements for recognising and measuring financial assets. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39").

 

As a result of the adoption of IFRS 9, the Company has adopted consequential amendments to IFRS:

- impairment of financial assets to be presented in a separate line item in the Statement of Comprehensive Income; and

- separate presentation in the Statement of Comprehensive Income of interest revenue calculated using the effective interest method. Previously the Company disclosed this amount in the notes to the financial statements.

 

Additionally, the Company has adopted consequential amendments to IFRS 7 Financial Instruments: Disclosures, which are applied to disclosures about the current financial year but have not generally been applied to comparative information.

 

Under IAS 39, cash and cash equivalents and receivables were classified as loans and receivables. Under IFRS 9 these are classified as measured at amortised cost. Under IAS 39, equity instruments were classified as at fair value through profit or loss on initial recognition. Under IFRS 9 these are classified as mandatorily at fair value through profit or loss.

 

IFRS 9 replaces the 'incurred loss' model in IAS 39 with an 'expected credit loss' ("ECL") model. The new impairment model applies to financial assets measured at amortised cost and debt investments at fair value through other comprehensive income, but not to investments in equity instruments. Under IFRS 9, credit losses are recognised earlier than under IAS 39. The Company held no material financial assets at the financial year end on which the ECL model would result in a material difference on the carrying value.

 

Impairment on cash and cash equivalents and receivables have been measured on a 12-month ECL basis and reflects the short maturities of the exposures. The Company considers that these exposures have low credit risk based on the external credit ratings of the counterparties. The Company monitors changes in credit risk on these exposures by tracking published external credit ratings of the counterparties. 12-month and lifetime probabilities of default are based on this data.

 

c) Financial instruments (new accounting policy under IFRS 9)

 

i) Recognition and initial measurement

 

The Company initially recognises financial assets at fair value through profit or loss ("FVTPL") on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. Other financial assets are recognised on the date on which they are originated.

 

A financial asset is measured initially at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.

 

ii) Classification and subsequent measurement

 

Classification of financial assets and liabilities

 

On initial recognition, the Company classifies financial assets as measured at amortised cost or FVTPL.

 

A financial asset is measured at amortised cost if it meets both the following conditions and is not designated as at FVTPL.

- it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

- its contractual terms give rise on specified dates to cash flows that are solely payment of principal and interest ("SPPI").

 

All other financial assets of the Company are measured at FVTPL.

 

Financial liabilities are classified as measured at amortised cost or FVTPL.

A financial liability is classified as at FVTPL if it is classified as held-for-trading or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss.

Financial liabilities at amortised cost includes creditors and accruals.

New standards and interpretations issued but not effective

 

A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2019 and earlier application is permitted. Two new standards potentially relevant to the Company are IFRS 16 Leases and IFRS 17 Insurance contracts. Application of either of these standards is not expected to have an impact on the Company.

 

iii) Amortised cost measurement

The 'amortised cost' of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any loss allowance.

 

Business model assessment

 

In making an assessment of the objective of the business model in which a financial asset is held, the Company considers all of the relevant information about how the business is managed, including:

- the documented investment strategy and the execution of this strategy in practice. This includes realising cash flows through the sale of assets;

- how the performance of the portfolio is evaluated and reported to the Company's management; and

- the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed.

 

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Company's continuing recognition of the assets.

The Company has determined that it has two business models.

- Held-to-collect business model: this includes cash and cash equivalents and receivables. These financial assets are held to collect contractual cash flow.

- Other business model: this includes equity investments. These financial assets are managed and their performance is evaluated, on a fair value basis.

 

Assessment whether contractual cash flows are SPPI

 

For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

 

In assessing whether the contractual cash flows are SPPI, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:

- contingent events that would change the amount or timing of cash flows;

- leverage features;

- prepayment and extension features;

- terms that limit the Company's claim to cash flows from specified assets (e.g. non-recourse features); and

- features that modify consideration of the time value of money (e.g. periodical reset of interest rates).

 

Reclassifications

 

Financial assets are not reclassified subsequent to their initial recognition unless the Company were to change its business model for managing financial assets, in which case all affected financial assets would be reclassified on the first day of the first reporting period following the change in the business model.

 

Subsequent measurement of financial assets

 

Financial assets at FVTPL

 

These assets are subsequently measured at fair value. Net gains and losses, including foreign exchange gains and losses, are recognised in the Statement of Comprehensive Income.

Equity investments are included in this category.

 

Financial assets at amortised cost (2018: loans and receivables)

 

These assets are subsequently measured at amortised cost using the effective interest method. Interest income is recognised in 'interest income calculated using the effective interest method', foreign exchange gains and losses are recognised in 'net foreign exchange loss' and impairment is recognised in 'impairment losses on financial instruments' in the Statement of Comprehensive Income. Any gain or loss on derecognition is also recognised in profit or loss.

 

Cash and cash equivalents and receivables are included in this category.

 

iii) Amortised cost measurement

 

The 'amortised cost' of a financial asset is the amount at which the financial asset is measured on initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any loss allowance.

 

d) Interest (new accounting policy under IFRS 9)

 

Interest income and expense presented in the Statement of Comprehensive Income comprise interest on financial assets measured at amortised cost calculated on an effective interest basis. The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to the gross carrying amount of the financial asset.

 

In calculating interest income, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired). However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

 

e) Statement of compliance

 

The annual financial statements of the Company are prepared in accordance with International Financial Reporting Standards ("IFRS"), as adopted by the European Union and applicable legal and regulatory requirements of Isle of Man law and the AIM Rules for Companies of the London Stock Exchange.

 

f) Segment reporting

 

IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Company that are regularly reviewed by the Board of Directors in order to allocate resources to the segment and assess its performance.

 

The Directors are of the opinion that over the year ended 31 December 2018, the Company was engaged in a single segment of business, being investment business, in one geographical area, being Kazakhstan.

 

g) Taxation

 

Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted, or substantially enacted at the end of the financial year.

 

h) Expenses

 

All expenses are recognised in the Statement of Comprehensive Income on an accruals basis.

 

i) Offsetting financial instruments

 

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously.

 

j) Foreign currency translation

 

i) Functional and presentation currency

 

Items included in the Company's financial statements are measured and presented using the currency of the primary economic environment in which it operates (the "functional currency"). This is the US dollar, which reflects that the results of the Company subsidiaries and private equity investment are presented in US dollars.

 

ii) Foreign currency transactions

 

Monetary assets and liabilities and financial instruments categorised as at fair value through profit or loss, denominated in currencies other than the US dollar are translated into US dollars at the closing rates of exchange at the date of the Statement of Financial Position. Transactions during the year are translated at the rate of exchange prevailing on the date of the transaction. Foreign currency transaction gains and losses are included in realised and unrealised gains and losses on financial assets and liabilities designated at fair value through profit or loss.

 

k) Cash and cash equivalents

 

Cash and cash equivalents comprise of cash balances with a maturity date of up to three months from the date of acquisition. They are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant changes in value and are held for the purpose of meeting short-term cash commitments rather than for investment or other purposes.

 

l) Share capital

 

The Company's founder shares are classified as equity in accordance with the Company's Articles of Association.

 

Ordinary shares are classified as equity. Incremental costs attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

 

m) Critical accounting judgements and key sources of estimation uncertainty

 

Critical judgements in applying the Company's accounting policies

 

In assessing whether it meets the definition of an investment entity, the Company must consider whether it has the typical characteristics of an investment entity. The Company has been deemed to meet the definition of an investment entity per IFRS 10 Consolidated Financial Statements as the following conditions exist:

 

- The Company obtains funds from one or more investors for the purpose of providing those investors with investment management services;

- The Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income or both;

- The Company measures and evaluates the performance of all of its investments on a fair value basis; and

- The Company's investors are not a related party of the entity.

 

Key sources of estimation uncertainty

 

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and assumptions. It also requires the Board of Directors to exercise its judgement in the process of applying the Company's accounting policies. Key estimates, assumptions and judgements that have significant risk of causing material adjustment to the carrying amount of assets and liabilities within the next financial year are outlined below.

 

Going concern

 

Following the liquidation of all subsidiaries as detailed in note 3 and the suspension of trading of the Company's ordinary shares on the AIM the Board have made an assessment of the Company's going concern. In light of this, the financial statements have been presented on a non-going concern basis.

 

n) Going concern

 

The Company's business activities, together with the factors likely to affect its future development, performance and positions are set out in the Chairman's Statement.

 

Following the liquidation of all subsidiaries as detailed in note 3 and subsequent to 31 December 2018, the Company made a distribution to shareholders and completed a Placing of ordinary shares to raise US$150,000. Funds were retained to allow the Company to meet its on-going expenses until October 2019, at which point the future of the Company will be reconsidered by the Board.

 

In light of this, the financial statements have been presented on a non-going concern basis. The assets of the Company have been stated at realisable value. The Company will continue running up until 18 October 2019, by which time it is expected that either the Board will arrange for a further capital raise or a liquidator of the Company will be appointed following the delisting of the Company's ordinary shares from trading on AIM.

 

3. Investment in Subsidiaries

 

The Company held the following investments in subsidiaries during the financial year:

 

Name

Country of incorporation

Principal investment activity

Ownership interest

Tau (Cayman) L.P.*

Cayman Islands

Investment holding

100%

Tau Cayman Ltd**

Cayman Islands

Administration

100%

*Dissolved on 20 December 2018.

**Placed in liquidation 6 December 2018, dissolved on 31 January 2019.

 

Tau (Cayman) L.P. in turn held the following investment in a subsidiary during the financial year:

 

Name

Country of incorporation

Principal investment activity

Ownership interest

Tau SPV 1 *

The Netherlands

Investment holding

99%

* Placed in liquidation 26 October 2018, dissolved on 3 January 2019.

 

On 18 October 2018, the Company completed the disposal of the Company's indirect interest in Stopharm.

 

The fair values of the subsidiaries of the Company at 31 December 2018 and 31 December 2017 were as follows:

 

31 December 2018

31 December 2017

US$

US$

Tau (Cayman) L.P. (including its subsidiary TAU SPV 1)

-

2,566,593

Tau Cayman Limited

-

-

 

The Company classifies its investment in subsidiaries in accordance with IFRS 9 and values its investment in subsidiaries in accordance with IFRS 13 - Fair Value Measurements ("IFRS 13"). IFRS 13 defines fair value and establishes a framework for measuring fair value.

 

Financial instruments included in each category are as follows:

 

Level 1 - Quoted market price

Level 2 - Market observable inputs

Level 3 - Non-market observable inputs

 

All financial instruments recorded at fair value for the current and prior financial year were measured using non-market observable inputs (level 3).

 

The following is a reconciliation of the movement in financial assets for which non-market observable inputs (level 3) were used to determine fair value as at 31 December 2018 and 31 December 2017:

 

31 Dec 2018

31 Dec 2017

US$

US$

Opening balance at beginning of year

2,566,593

7,533,445

Opening loan balances netted off investments

(738,020)

-

Net loans and investments

1,828,573

7,533,445

Receipts of payments from subsidiaries

(671,111)

-

Proceeds from the disposal of Stopharm

(1,202,512)

-

Net gain/(loss) on financial assets at fair value through profit or loss

45,050

(4,966,852)

(1,828,573)

(4,966,852)

Closing balance at end of year

-

2,566,593

 

During the financial year the one remaining Group investment was disposed of and the proceeds and the remaining assets were transferred through to the group via the intercompany loan balances. Previously the intercompany balances were included in the value of investments in subsidiaries and after the disposal of Stopharm, the subsidiaries were subsequently dissolved/liquidated and the outstanding balances were written off once all proceeds/cash was transferred to the Company. Therefore, the net related party balances were included in the calculation of the net gain on disposal in the current year.

 

Net gains/(losses) on investments is recognised as investment income in the Statement of Comprehensive Income. There were no transfers out of level 3 during the year (2017: none).

 

Fair value of the Company's level 3 financial assets that are measured at fair value on a recurring basis

 

All of the Company's financial assets are measured at fair value at the end of each reporting period. The following table gives information about how the fair values of these financial assets are determined (in particular, the valuation techniques and inputs used).

 

Financial assets

Fair value as at

31 December 2018

Fair value hierarchy

Valuation techniques & key inputs

Significant unobservable input

Relationship of unobservable inputs to fair value

Investment in subsidiaries

100% of investments in direct and indirect subsidiaries:

nil (2017: US$2,566,593)

Level 3

Estimated recovery value

At the year end no realisable assets or liabilities remained in any of the subsidiaries.

The higher the valuation of realisable assets the higher the fair value.

 

If the value of unlisted private company investments held by Tau SPV 1 were 10 per cent higher/lower while all the other variables were held constant, the carrying amount of the investment held would increase/decrease by US$ Nil (2017: US$110,000). Tau Cayman Limited has no assets or liabilities and a fair value of US$ Nil (2017: US$ Nil). A sensitivity analysis to changes in assumptions has therefore not been prepared in respect of the investment in Tau Cayman Limited.

 

Tau (Cayman) L.P.

 

The fair value of Tau (Cayman) L.P. was based on its net assets including its investment in Tau SPV 1 as follows:

 

31 Dec 2018

31 Dec 2017

US$

US$

Cash

-

756,461

Debtors and prepayments

-

5,950

Loan to group

-

849,594

Investment in subsidiary - Tau SPV 1

-

1,079,772

Total assets

-

2,691,777

Loan from group

-

(125,184)

Total liabilities

-

(125,184)

Total net assets

-

2,566,593

 

The total net assets of Tau (Cayman) L.P. included a loan to the Company of nil (2017: US$849,594) for the payment of operating expenses of the Company. The loan had no fixed payment terms and is payable on demand (note 5).

 

Tau SPV 1- direct subsidiary of Tau (Cayman) L.P. and indirect subsidiary of the Company

 

The fair value of Tau SPV 1 was based on its net assets as follows:

31 Dec 2018

31 Dec 2017

US$

US$

Cash

-

3,425

Financial assets at fair value through profit or loss

-

1,100,000

Total assets

-

1,103,425

Accounts payable and accrued expenses

-

(23,652)

Total liabilities

-

(23,652)

Total net assets

-

1,079,722

 

At the year end, the investment portfolio of financial assets at fair value through profit or loss held by the direct and indirect subsidiaries of the Company comprised nil investments (31 December 2017: one investment).

 

Stopharm

 

Stopharm is a wholesale pharmaceuticals distributor operating in Kazakhstan of which Tau SPV1 held 40.35 per cent of the equity. On 18 October 2018 the Company completed the disposal of the Company's indirect interest in Stopharm. The receipt of sale proceeds by Tau SPV1 has been accounted for through the movement in the fair value of the Company's intercompany loans (see note 5), therefore no realised gains or losses have been recognised by the Company in respect of this transaction. The sale of Stopharm includes an undertaking that should the Buyer transfer the holding in Stopharm within 12 months of the closing date of the Share Purchase Agreement, they will pay 25% of any excess consideration received to the Company.

 

4. Share Capital

 

The authorised share capital of the Company is £3,502,000 comprising 350,199,998 ordinary shares of £0.01 each and two founder shares of £0.01 each. The founder shares carry identical rights and privileges to the ordinary shares of the Company which includes a right to receive all dividends and other distributions declared, made or paid. The share capital of the Company has been allocated, called up and fully paid. The ordinary shares in issue as at 31 December 2018 and 31 December 2017 were 48,984,680, the founder shares in issue as at 31 December 2018 and 31 December 2017 were two. For changes in share capital subsequent to the year end see note 13.

 

5. Loans to and from subsidiaries

 

During the year the Company received net funds from Tau (Cayman) L.P. US$671,111. As at 31 December 2018, the Company held a net balance due to Tau (Cayman) L.P. of US$1,409,131 (2017: US$783,020). On 20 December 2018 the General Partner and Limited Partner of Tau (Cayman) L.P. resolved to write off the loan balance due from the Company. At 31 December 2018 the final loan balance was US$ nil.

 

6. Related party items

 

Philip Scales is a Director of the Company and is the deputy chairman of FIM Capital Limited, the Company's administrator (the "Administrator").

 

As at 31 December 2018, Philip Lambert, a Director of the Company, held 101,201 ordinary shares in the Company (31 December 2017, Philip Lambert held 101,201 ordinary shares in the Company).

 

As at 31 December 2018, Terence Mahony, a Director of the Company, held 102,424 ordinary shares (31 December 2017: 102,424).

 

On 12 April 2019, both Philip Lambert and Terence Mahony resigned as Directors and Gerwyn Williams and Nigel Burton were appointed to the Board (see note 13).

 

As at 31 December 2018, Richard Horlick, a previous Director of the Company who was retained after his retirement on 1 January 2014 to act in a consultant capacity, held 12,684,221 ordinary shares (31 December 2017: 12,684,221). Global Asset Tracking, a company to whom Richard Horlick provides consultancy services, received fees of GBP £47,000 from the Company during the financial year (31 December 2017: GBP £48,000).

 

7. Operating expenses

 

Included within operating expenses are the Directors' remunerations, which are shown below:

 

31 Dec 2018

31 Dec 2017

US$

US$

Philip Lambert

39,744

39,365

Terence Mahony

26,892

26,186

Philip Scales

15,864

15,746

Total Directors' remuneration

82,500

81,297

 

During the year ended 31 December 2018, none of the Directors received any additional cash or non-cash benefits (year ended 31 December 2017: nil). During the year ended 31 December 2018, none of the Directors held any share options or participated in any long-term incentive plans (year ended 31 December 2017: nil). During the year ended 31 December 2018, the Company did not make any contributions to a pension scheme in respect of any of the Directors (year ended 31 December 2017: nil).

 

Administrator fees

 

The Administrator is entitled to receive a fixed fee of £35,000 per annum payable quarterly in arrears. The Administrator is also entitled to receive an additional fixed fee of US$35,000 per annum payable quarterly in arrears for the provision of accounting services.

 

The administration fee for the year ended 31 December 2018 amounted to US$91,154 (31 December 2017: US$91,539).

 

Audit fees

 

The auditors are entitled to an audit fee of £15,000 (31 December 2017: £25,000).

 

8. Taxation

 

The Company is resident for tax purposes in the Isle of Man and its profits are subject to Isle of Man Corporate Income Tax at the current rate of 0% (31 December 2017: 0%).

 

9. Financial instruments and associated Risks

 

Introduction

 

In accordance with the Company's accounting policy for investment in subsidiaries (note 2c) these are designated at fair value through profit or loss.

 

Risk is inherent in the Company's activities but is managed through a process of ongoing identification, measurement and monitoring, subject to risk limits and other controls. The process of risk management is critical to the Company's continuing existence. The Company is exposed to market risk (which includes currency risk, interest rate risk and other price risk), credit risk and liquidity risk arising from the financial instruments it holds.

 

Risk management structure

 

The Board of Directors is ultimately responsible for identifying and controlling risks and it monitors risks on an ongoing basis in relation to the direct and indirect subsidiaries investments in the private investments.

 

Risk measurement and reporting system

 

The Board of Directors assess the size and type of risks the Company is exposed to.

 

Monitoring and controlling risks is primarily performed based on limits established by the Board. These limits reflect the business strategy and market environment of the Company as well as the level of risk that the Company is willing to accept. In addition, the Company monitors and measures the overall risk bearing capacity in relation to the aggregate risk exposure across all risk types and activities.

 

Risk mitigation

 

The Company has investment guidelines that set out its overall business strategies, its tolerance for risk and its general risk management philosophy.

 

Excessive risk concentration

 

Concentration arises when a number of counterparties are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentration indicates the relative sensitivity of the Company's performance to developments affecting a particular industry or geographical location.

 

Capital risk

 

The Company manages its capital to ensure it is able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of loans from subsidiaries (note 5) and equity, comprising share capital (note 4) and distribution reserves.

The Company is not subject to any externally imposed capital requirements.

 

Market risk

 

Market risk is the risk that the fair value, or future cash flows of a financial instrument, will fluctuate because of changes in market prices and includes interest rate risk, foreign currency risk and "other price risks", such as equity and commodity risk.

 

The Company's strategy on the management of investment risk is driven by its investment objective as outlined in note 1 to the financial statements.

Equity price and private investment risk

 

Equity price risk is the risk that the fair values of equities decrease as a result of changes in the levels of equity indices and the value of individual stocks. The equity and private investment price risk exposure arises from the Company's direct and indirect subsidiaries investment portfolio which is monitored by the Board of Directors.

 

Currency risk

 

Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. The Company invests in assets denominated in currencies other than its presentation currency, the US dollar. Consequently, the Company is exposed to risks that the exchange rate of the US dollar, relative to other currencies, may change in a manner which has an adverse effect on the reported value of that portion of the Company's assets which is denominated in currencies other than the US dollar.

 

The Company's overall currency risk is monitored on a quarterly basis by the Board of Directors during Board meetings.

 

At 31 December 2018 the Company's exposure to foreign currency was as follows:

 

Financial

assets

US$

Cash & cash

equivalents

US$

Other assets

& liabilities

US$

 

Total

US$

Euro

-

322

-

322

Pound sterling

22,224

3,592

(99,519)

(73,703)

22,224

3,914

(99,519)

(73,381)

 

At 31 December 2017 the Company's exposure to foreign currency was as follows:

 

Financial

assets

US$

Cash & cash

equivalents

US$

Other assets

& liabilities

US$

 

Total

US$

Euro

-

841

-

841

Pound sterling

15,143

66,116

(50,700)

30,559

15,143

66,957

(50,700)

31,400

The following analysis discloses management's best estimate of the effect of a reasonably possible movement in currency rates against the US dollar, with all other variables held constant. A negative amount in the table reflects a potential net reduction in total comprehensive income or net assets, while a positive amount reflects a net potential increase.

 

As at 31 December 2018:

 

 

% change

Financial

assets

US$

Cash & cash equivalents

US$

Other assets

& liabilities

US$

Effect on net assets

US$

Euro

10% increase

-

32

-

32

Pound sterling

10% increase

2,222

359

(9,952)

(7,371)

2,222

391

(9,952)

(7,339)

 

As at 31 December 2017:

 

 

% change

Financial

assets

US$

Cash & cash equivalents

US$

Other assets

& liabilities

US$

Effect on net assets

US$

Euro

10% increase

-

84

-

84

Pound sterling

10% increase

1,514

6,612

(5,070)

3,056

1,514

6,696

(5,070)

3,140

 

In practice the actual trading results may differ from this change and the difference could be material.

 

Interest rate risk

 

The majority of the Company's financial assets are non-interest bearing. As a result, the Company is not subject to significant amounts of risk due to fluctuations in the prevailing levels of market interest rates. Any excess cash and cash equivalents are invested at short-term market interest rates.

 

Liquidity risk

 

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset.

The Company tries to ensure that as far as possible, it will always have sufficient liquidity to meet its liabilities when due, under both normal and stress conditions, without incurring unacceptable losses or risking damage to the Company's reputation or financial integrity.

The Company's liquidity is managed on a daily basis by the Administrator.

 

As at 31 December 2018, the Company held no net assets in its subsidiaries or private investments (31 December 2017: US$1,100,000 which represented 60.3% of the Company's net assets).

 

The table below analyses the Company's liabilities as at 31 December 2018 and 31 December 2017 into relevant maturity groupings based on the remaining period at the date of the Statement of Financial Position to the contractual maturity date. The amounts in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.

 

As at 31 December 2018:

Less than 1 month

1-6 months

US$

US$

Creditors and accruals

(63,608)

-

(63,608)

-

 

As at 31 December 2017:

Less than 1 month

1-6 months

US$

US$

Creditors and accruals

(90,132)

-

Loan from subsidiaries

(849,594)

-

(939,726)

-

 

Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company resulting in a financial loss to the Company. It is the Company's policy to enter into financial instruments with a range of reputable counterparties. Therefore, the Company does not expect to incur material credit losses on its financial instruments.

 

The Company's only credit risk is in relation to holding cash and cash equivalents which are deposited with Barclays Bank Plc. At the date when these financial statements were released Barclays Bank Plc had a Standard and Poor's short term credit rating of A-1.

 

Private investments risk

 

This is the risk that the fair value of financial instruments will fluctuate as a result of changes in market prices (other than those arising from interest rate risk or currency risk), whether caused by factors specific to the individual investment or its issuer or factors affecting the market in general.

 

The Company is no longer exposed to other price risk after the disposal of Stopharm during the financial year (see note 3).

 

10. Exchange Rates

 

The following exchange rates were used to translate assets and liabilities into US dollars at 31 December 2018 and 31 December 2017:

 

 31 Dec 2018

 31 Dec 2017

Euro

1.1467

1.20046

Pound sterling

1.2754

1.35127

 

11. Distributions

 

Subject to the provisions of the Articles, the Company may by ordinary resolution, declare that out of profits available for distribution, in accordance with Isle of Man law, dividends be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board. There is no fixed date on which an entitlement to dividend arises.

 

No dividends were declared or paid during the year ended 31 December 2018 and 31 December 2017. A distribution was made subsequent to the year end (note 13).

 

12. Basic and diluted loss per share

 

Basic and diluted loss per share is calculated by dividing the net profit or loss attributable to shareholders by the weighted average number of ordinary shares outstanding during the year.

Year ended

Year ended

 31 Dec 2018

31 Dec 2017

Net loss attributable to shareholders

(US$457,610)

(US$5,336,713)

Weighted average number of ordinary shares in issue

48,984,680

48,984,680

Basic loss per share

($0.01)

($0.11)

 

There is no difference between the fully diluted earnings per share and basic earnings per share.

 

13. Events after the reporting date

 

On 31 January 2019 Tau Cayman Ltd was dissolved.

 

On 8 April 2019 the Company held an Extraordinary General Meeting ("EGM") at which three resolutions were passed that have led to the changes detailed below:

- to approve the redenomination of each ordinary share of £0.01 par value in the capital of the Company as an ordinary share of no par value in the capital of the Company;

- to approve the alteration of the Company's Articles' as described in the EGM notice dated 15 March 2019; and

- to authorise the Directors of the Company to allot New Ordinary Shares for cash as if pre-emption rights did not apply.

On 9 April 2019 the Company allotted and admitted to AIM 150,000,000 ordinary shares with one voting right each, raising gross proceeds of US$150,000, via a placing.

 

On 12 April 2019 both Philip Lambert and Terence Mahony resigned as Directors and Gerwyn Williams and Nigel Burton were appointed to the Board. Gerwyn Williams was also appointed Chairman.

 

On 12 April 2019 the Company made a distribution of US$1,186,000, equivalent to US$0.0242 per share to ordinary shareholders on record at 5 April 2019.

 

On 23 April 2019 trading of the Company's ordinary shares on the AIM was suspended. Trading in the Company's ordinary shares will remain suspended until the completion of a Reverse Takeover, which requires the publication of an admission document and the approval of such a transaction at a general meeting of the Company, or the Company is re-admitted to trading on AIM as an investing company under the AIM Rules (which requires the raising of at least GBP£6,000,000). If no such transaction is completed within six months of the suspension the Company's shares will be cancelled from trading on AIM pursuant to AIM Rule 41.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
FR PGUACQUPBPUQ
Date   Source Headline
23rd Oct 20193:09 pmRNSStatement re (cancellation of trading on AIM)
8th Oct 20193:00 pmRNSStatement re potential cancellation of trading
2nd Sep 20197:00 amRNSInterim Results
27th Jun 20197:00 amRNSFinal Results
30th Apr 20195:00 pmRNSTotal Voting Rights
23rd Apr 20197:30 amRNSSuspension - Tau Capital Plc
23rd Apr 20197:00 amRNSStatement re suspension of shares
16th Apr 20199:09 amRNSHolding(s) in Company
12th Apr 20193:42 pmRNSHolding(s) in Company
12th Apr 201911:38 amRNSDirectorate Changes
12th Apr 20199:58 amRNSHolding(s) in Company
12th Apr 20199:15 amRNSHolding(s) in Company
8th Apr 201911:51 amRNSResult of Extraordinary General Meeting
19th Mar 20197:00 amRNSREPLACEMENT: Posting of Circular to Shareholders
18th Mar 20192:25 pmRNSPosting of Circular to Shareholders
15th Mar 201911:30 amRNSDistribution of Cash, Placing and Other Matters
8th Feb 20193:17 pmRNSHolding(s) in Company
7th Feb 20191:48 pmRNSCompany Update
1st Feb 20192:46 pmRNSCompany Update
21st Jan 201911:05 amRNSSecond Price Monitoring Extn
21st Jan 201911:00 amRNSPrice Monitoring Extension
4th Dec 20184:31 pmRNSCompany Update
19th Nov 201812:11 pmRNSResult of AGM
18th Oct 20183:20 pmRNSCompletion of Disposal
11th Oct 20183:32 pmRNSNotice of AGM
4th Oct 201810:49 amRNSResult of EGM
28th Sep 20187:00 amRNSHalf-year Report
19th Sep 20187:30 amRNSRestoration - Tau Capital Plc
18th Sep 20185:30 pmRNSPosting of Accounts and Restoration of Trading
17th Sep 20185:26 pmRNSPosting of Shareholder Circular and Notice of EGM
17th Sep 20187:00 amRNSFinal Results
28th Aug 20187:00 amRNSConditional sale of holding in Stopharm LLC
2nd Jul 20187:30 amRNSSuspension - Tau Capital Plc
29th Jun 20187:00 amRNSUpdate re. suspension of trading
26th Jun 20182:05 pmRNSImpairment of Investment
21st Mar 20182:24 pmRNSHolding(s) in Company
29th Sep 20177:00 amRNSHalf-year Report
31st Jul 201711:41 amRNSResult of AGM
7th Jul 201710:30 amRNSNotice of AGM
30th Jun 20177:00 amRNSFinal Results
1st Jun 20174:25 pmRNSHolding(s) in Company
1st Jun 20174:22 pmRNSHolding(s) in Company
14th Dec 20167:00 amRNSChange of Adviser
30th Sep 20167:00 amRNSHalf-year Report
22nd Sep 20167:00 amRNSInvestment Update
8th Aug 20163:09 pmRNSResult of AGM
1st Jul 20165:10 pmRNSNotice of AGM
30th Jun 20169:57 amRNSFinal Results
30th Sep 20157:00 amRNSHalf Yearly Report
10th Jul 20153:08 pmRNSResult of AGM

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.