23 Sep 2015 09:31
23 September 2015
Eco City Vehicles PLC
("Eco City", "ECV" or the "Company")
Results for the six months ended 30 June 2015
Eco City announces its results for the six months ended 30 June 2015. The results reflect the position post ECV entering and subsequently exiting administration on the 22 December 2014 by way of a Company Voluntary Arrangement (the "CVA"), following approval by both ECV's creditors and shareholders.
On 24 December 2014 the Company issued a circular and a notice of General Meeting to its shareholders setting out proposals to raise funds totalling of £250,000 by means of a private placing of convertible loan notes ("CLNs"). £143,000 of the proceeds of the subscription has been applied to fund the CVA. The proposals also included resolutions for the reorganisation and consolidation of the Company's shares. All resolutions were approved at the General Meeting, and the CVA was subsequently completed.
The placing of the CLNs was successful and the share reorganisation was implemented on 24th February 2015 and the share suspension was lifted on 3rd March 2015.
Outlook
The Company is classified as an investing Company, as defined under Rule 15 of the AIM Rules for Companies. The Company's Investing Policy is to invest and/or acquire companies and/or assets in the telecommunications, media and technology sectors where the Board believes there are opportunities for growth which, if achieved, will be earnings enhancing for shareholders. Details of the Investing Policy were set out in the circular sent to shareholders on 24 December 2014 and were approved by shareholders at the General Meeting held on 20 January 2015.
Financial highlights to 30 June 2015
· Operating loss before non-recurring items decreased by £0.28m to a loss of £82,000 (H1 2014: £0.36m loss)
Commenting on the results, John Swingewood, Chairman, said: "The Board is pleased to confirm that it continues to make progress in identifying meaningful acquisition opportunities in our chosen areas of technology, media and communications. Whilst there can be no guarantee that one or more investment opportunities can be concluded successfully, the Board remains confident of creating shareholder value through ECV and looks forward to providing further updates in due course."
Enquiries:
Eco City Vehicles plc
John Swingewood, Director +44 1444 440 359
Allenby Capital Limited (Nomad and Broker)
Nick Harris/Nick Naylor +44 20 3328 5656
Overview
Following the completion of the CVA, as described above, the Company is looking to invest and/or acquire companies and/or assets in the telecommunications, media and technology sectors where the Board believes there are opportunities for growth which, if achieved, will be earnings enhancing for shareholders.
Non-recurring items
The Group has incurred one-off non-recurring items of £0.14m (H1 2014: £81,000) due to legal, and restructuring costs associated with the CVA.
Cash balances and funding
Cash balances at 30 June 2015 were £56,000 (H1 2014: £0.7m)
John Swingewood
Chairman
Consolidated Statement of Comprehensive Income
For the period ended 30 June 2015
Unaudited | Unaudited | Audited | |||||
30 June | 30 June | 31 December | |||||
2015 | 2014 | 2014 | |||||
Restated | |||||||
Notes | £000 | £000 | £000 | ||||
Revenue | - | - | - | ||||
Cost of sales | - | - | - | ||||
Gross profit | - | - | - | ||||
Administrative expenses | (225) | (468) | (2,854) | ||||
Other income | - | 26 | 42 | ||||
Loss from operations before non-recurring items | (82) | (361) | (467) | ||||
Non-recurring items | 4 | (143) | (81) | (2,345) | |||
Loss from continuing operations | (225) | (442) | (2,812) | ||||
Finance costs | - | (22) | (22) | ||||
Loss before taxation from continuing operations | (225) | (464) | (2,834) | ||||
Loss from discontinued operations | - | (1,490) | (910) | ||||
Loss for the period and total comprehensive loss | (225) | (1,954) | (3,744) | ||||
Loss for year attributable to owners of parent | (225) | (1,916) | (3,660) | ||||
Non-controlling interest | - | (38) | (84) | ||||
(225) | (1,954) | (3,744) | |||||
Loss per share | 3 | Pence | Pence | Pence | |||
Continuing operations | (0.05) | (0.08) | (0.10) | ||||
Non-recurring items (pre-tax) | (0.08) | (0.02) | (0.50) | ||||
Discontinued operations | - | (0.32) | (0.19) | ||||
Basic and diluted losses per share : | (0.13) | (0.41) | (0.79) | ||||
eco city vehicles plc
Consolidated statement of financial position
As at 30 June 2015
Unaudited | Unaudited | Audited | |||||
30 June | 30 June | 31 December | |||||
2015 | 2014 | 2014 | |||||
Assets | Notes | £000 | £000 | £000 | |||
Non-current | |||||||
Property, plant and equipment | - | 2,548 | - | ||||
Intangible assets | - | 131 | - | ||||
Total non-current assets | - | 2,679 | - | ||||
Current | |||||||
Inventories | - | 5,132 | - | ||||
Trade and other receivables | 13 | 2,168 | - | ||||
Cash and cash equivalents | 56 | 695 | - | ||||
Total current assets | 69 | 7,995 | - | ||||
Total assets | 69 | 10,674 | - | ||||
Equity and liabilities | |||||||
Equity | |||||||
Equity attributable to owners of the parent: | |||||||
Share capital | 288 | 4,713 | 4,713 | ||||
Share premium | - | 3,190 | 3,190 | ||||
Reverse acquisition reserve | - | (1,709) | - | ||||
Retained deficit | (278) | (6,639) | (7,918) | ||||
10 | (445) | (15) | |||||
Non-controlling interest | - | 46 | - | ||||
Total equity | 10 | (399) | (15) | ||||
Current liabilities | |||||||
Borrowings | - | 422 | - | ||||
Trade and other payables | 59 | 7,705 | 15 | ||||
Provisions | - | 355 | - | ||||
Total current liabilities | 59 | 8,482 | 15 | ||||
Non-current liabilities | |||||||
Borrowings | - | 2,337 | - | ||||
Trade and other payables | - | 254 | - | ||||
Total non-current liabilities | - | 2,591 | - | ||||
Total liabilities | 59 | 11,073 | 15 | ||||
Total equity and liabilities | 69 | 10,674 | - | ||||
eco city vehicles plc
Consolidated statement of changes in equity - unaudited
As at 30 June 2015
Total | |||||||||||||||
attributable | |||||||||||||||
Reverse | Shares | to equity | Non- | ||||||||||||
Share | Share | acquisition | to be | Retained | holders | Controlling | Total | ||||||||
capital | premium | reserve | issued | deficit | of Parent | Equity | Equity | ||||||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||||||||
At 1 January 2014 | 4,692 | 3,177 | (1,709) | - | (4,723) | 1,437 | 84 | 1,521 | |||||||
Total comprehensive loss | - | - | - | - | (1,916) | (1,916) | (38) | (1,954) | |||||||
Issue of share capital | 21 | 13 | - | - | - | 34 | - | 34 | |||||||
At 30 June 2014 | 4,713 | 3,190 | (1,709) | - | (6,639) | (445) | 46 | (399) | |||||||
Total comprehensive loss for the period | - | - | 1,709 | - | (1,828) | (119) | (46) | (165) | |||||||
Disposal of assets | - | - | - | - | 549 | 549 | - | 549 | |||||||
At 31 December 2014 | 4,713 | 3,190 | - | - | (7,918) | (15) | - | (15) | |||||||
Total comprehensive loss for the period | - | - | - | - | (225) | (225) | - | (225) | |||||||
Restructuring of share capital | (4,425) | (3,190) | - | - | 7,865 | 250 | - | 250 | |||||||
At 30 June 2015 | 288 | - | - | - | (278) | 10 | - | 10 | |||||||
eco city vehicles plc
Consolidated statement of cash flows
For the period ended 30 June 2015
Unaudited | Unaudited | Audited | |||||
30 June | 30 June | 31 December | |||||
2015 | 2014 | 2014 | |||||
£000 | £000 | £000 | |||||
Net cash inflow from | |||||||
Operating activities | |||||||
Loss for the year | (225) | (1,954) | (3,744) | ||||
Adjustments for: | |||||||
Depreciation and Amortisation | - | 480 | - | ||||
Impairment | - | 991 | 2,080 | ||||
Loss from Discontinued Operations | - | 1,490 | 910 | ||||
Transfer to administrators | - | - | (506) | ||||
Finance cost | - | 194 | 22 | ||||
Income tax expense | - | (6) | - | ||||
(225) | 1,195 | (1,238) | |||||
(Increase)/decrease in debtors | (13) | 4,049 | 6,217 | ||||
Increase/(decrease) in creditors | 44 | (97) | (7,943) | ||||
(Increase)/decrease in stocks | - | (2,200) | 2,932 | ||||
Cash generated from operations | (194) | 2,947 | (32) | ||||
Income taxes received | - | 6 | - | ||||
Net cashflows from operating activities | (194) | 2,953 | (32) | ||||
Investing activities | |||||||
Payments to acquire tangible fixed assets | - | 160 | - | ||||
Sale of assets | - | (523) | - | ||||
Purchase of intangibles | - | 23 | - | ||||
Net Cash used in investing activities | - | (340) | - | ||||
Financing activities | |||||||
Net cash generated from share issue | 250 | 34 | 34 | ||||
Interest paid | - | (194) | (22) | ||||
Repayments of pension loans | - | (1,166) | - | ||||
Loss from Discontinued Operations | - | (1,490) | (910) | ||||
Income from related party VAT claim | - | 600 | - | ||||
Movement in stock financing | - | (632) | - | ||||
Net cash used in financing activities | 250 | (2,848) | (898) | ||||
Increase/(decrease) in cash | 56 | (235) | (930) | ||||
Cash and cash equivalents at beginning of the year | - | 930 | 930 | ||||
Cash and cash equivalents at end of the year | 56 | 695 | - | ||||
1. General Information
Eco City Vehicles PLC is a company incorporated in the United Kingdom and quoted on AIM. The address of the registered office is 60 Cannon Street, London, EC4 6NP.
This unaudited consolidated interim report is presented in British Pounds Sterling, the currency of the primary economic environment in which the Company operates.
The unaudited consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.
The financial information for the year ended 31 December 2014 has been extracted from the statutory accounts for that year which have been delivered to the Registrar of Companies. The Independent Auditors' Report on those accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
2. Basis of preparation
The unaudited consolidated interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) as endorsed by the European Union.
The same accounting policies, presentation and method of computation are followed in this financial information as was applied in the company's latest annual audited financial statements and using accounting policies that are expected to be applied for the financial year ending 31 December 2015. Practice is continuing to evolve on the application and interpretations of IFRS. Further standards may be issued by the International Accounting Standards (IASB) and standards currently in issue and endorsed by the EU may be subject to interpretations issued by IFRIC.
3. Non-recurring items
Unaudited | Unaudited | Audited | ||||||
30 June | 30 June | 31 December | ||||||
2014 | 2014 | 2014 | ||||||
£000 | £000 | £000 | £000 | £000 | £000 | |||
Professional fees | ||||||||
- Restructuring | 143 | 31 | 61 | |||||
143 | 31 | 61 | ||||||
Impairment charges | - | - | 2,080 | |||||
- | - | 2,080 | ||||||
Administration costs | - | - | 114 | |||||
- | - | 114 | ||||||
Compensation for loss of office | - | 49 | 49 | |||||
- | 49 | 49 | ||||||
Other | - | 1 | 41 | |||||
- | 1 | 41 | ||||||
143 | 81 | 2,345 | ||||||
4. Loss per share
Unaudited | Unaudited | Audited | |||
30 June | 30 June | 30 December | |||
2015 | 2014 | 2014 | |||
£000 | £000 | £000 | |||
Losses | |||||
Total Comprehensive Loss for the period, used in the calculation of total basic earnings per share | |||||
(225) | (1,954) | (3,744) | |||
Loss for the year used in the calculation of total basic earnings per share from continuing operations | |||||
(82) | (361) | (467) | |||
Non-recurring items | (143) | (81) | (2,345) | ||
Adjusted loss for the period | (225) | (442) | (2,812) | ||
Discontinued operations | - | (1,490) | (910) | ||
Weighted average number of ordinary shares for the purpose of basic and adjusted loss per share | 178,751,496 | 471,302,000 | 471,337,000 | ||
Loss per share | |||||
Continuing operations (pence) | (0.05) | (0.08) | (0.10) | ||
Non-recurring items (pre-tax) (pence) | (0.08) | (0.02) | (0.50) | ||
Discontinued operations (pence) | - | (0.32) | (0.19) | ||
Basic and diluted loss per share | (0.13) | (0.41) | (0.79) | ||
On 20 January 2015 in general meeting the issue of £250,000 of convertible loan notes and a three stage capital restructuring of the Company, certain aspects of which were also approved at a class meeting of the Company's deferred shareholders held immediately following the general meeting. Under the terms of the capital restructuring:
Stage 1
With effect from 29 January2015 each existing ordinary share of 0.1 pence each ("Old Ordinary Shares") were be subdivided into one ordinary share of 0.008 pence each ("Stage 1 Ordinary Shares") and one deferred class B share of 0.092 pence each ("B Deferred"). In addition, the existing deferred shares of 0.9 pence each were reclassified as class B deferred shares and their rights varied ("Deferred"). Following Stage 1, the Company had the following shares in issue:
• 471,336,521 Stage 1 Ordinary Shares;
• 471,336,521 Deferred; and
• 471,336,521 B Deferred.
Stage 2
With effect from 24 February 2015, all the Deferred and B Deferred were cancelled under s662 of the Companies Act 2006.
Stage 3
As resolved on 24 February 2015 but with effect from 3 March 2015, every 125 Stage 1 Ordinary Shares were consolidated into 1 new ordinary share of 1 penny each ("New Ordinary Shares").
On 26 February 2015 the Company announced that the CLN's had been issued, that from the proceeds of the CLN issue the Company had paid £143,000 to the joint supervisors of the Company's CVA (the "Supervisors") for the purpose of implementing the CVA and that the Supervisors had confirmed that this payment provided full settlement of the Company's obligations under the terms of the CVA.
Also on 26 February 2015 the Company announced that the refinancing process relating to the CVA that was approved by creditors of the Company and Company's shareholders on 22 December 2014 had been effectively completed.
On 3 March 2015 the Company's New Ordinary Shares of 1 penny each were admitted to trading on AIM following the successful completion of the refinancing and capital restructuring. Also on 3 March 2015 the CLN's automatically converted to 25,000,000 New Ordinary Shares of 1 penny each and those shares were also admitted to trading on AIM.
On completion of all of the above refinancing and capital restructuring events the Company has 28,770,692 New Ordinary Shares in issue.