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16 Feb 2011 07:00
16 February 2011
Chalkwell Investments Plc
("Chalkwell" or "the Company")
Unaudited Interim Results for the six months ended 30 November 2010
Chairman's Review
Financial Results
The accounts for the period to 30 November 2010 show a loss of £96,402; loss per share was 15.01p.
Business Review
During the six month period ended 30 November 2010, the Company continued to pursue its stated investment strategy in order to build value for its shareholders.
As shareholders are aware, following the creditors' voluntary liquidation of the Company's principal trading subsidiary, which was announced on 25 January 2010, the Company's shareholders approved an investment strategy to seek suitable acquisition opportunities in the natural resources sector on a worldwide basis. During the period under review, the Company has focused on identifying and assessing opportunities of this nature. In order to enhance the board's ability to do this, Reinhold Heus and I joined the Board in December bringing with us over 50 years of experience in the oil and gas sector, both first hand and City facing.
Shareholders will be aware that during the period under review and following the period end, the Company raised a total of £1.6 million (£600,000 before the period end and £1 million after the period end). Of those funds, Chalkwell has lent £800,000 in two unsecured loans to Core Oil & Gas Inc ("Core") to assist it with the acquisition of a 33.3 per cent working interest and a 29.13 per cent net revenue interest in respect of Mustang Island in Kleburg County, Texas (State of Texas Oil and Gas Lease numbers 108873 and 108877) ("Mustang Assets"). As announced on 26 January 2011, the Company has now agreed outline terms to acquire Core in an all share deal, which will be classified as a reverse takeover under the AIM Rules, if it completes.
As set out above, the Company became an investing company for the purposes of the AIM Rules following the liquidation of its principal trading subsidiary in January 2010. Pursuant to Rule 15 of the AIM Rules, trading in the Company's shares and warrants was suspended on 26 January 2011 due to the Company having been an investing company for 12 months. The Company now has six months from the date of suspension to complete a transaction which constitutes a reverse takeover in accordance with Rule 14 of the AIM Rules or trading in the Company's shares and warrants will be cancelled.
We are progressing the acquisition of Core and whilst there is of course no guarantee that the acquisition will complete during the prescribed timeframe we are making good progress and we are excited by the potential of the Mustang Assets. I would like to take this opportunity to welcome our new shareholders and to thank you for your support and to assure you that we are working hard on your behalf.
On behalf of the board
B.G. Evers
Executive Chairman
Further enquiries:
Chalkwell Investments plc Bruce Evers, Executive Chairman
|
+44 (0)7779 138 471 |
Merchant Securities Limited (Nominated Adviser and Broker) Lindsay Mair/Virginia Bull
|
+ 44(0)20 7628 2200 |
Bishopsgate Communications Nick Rome/Michael Kinirons |
+44(0)20 7562 3350 |
Statement of Comprehensive Income
for the six months ended 30 November 2010
Notes | Six months to 30 Nov 2010 | Six months to 30 Nov 2009 | Year to 31 May 2010 | |
Unaudited | Unaudited | Audited | ||
£ | £ | £ | ||
Revenue | - | 229,182 | 229,182 | |
Cost of sales | - | (178,640) | (178,640) | |
Gross profit | - | 50,542 | 50,542 | |
Administration costs - continuing | (96,402) | (262,935) | (32,389) | |
- discontinued | - | - | (261,300) | |
Operating loss | (96,402) | (212,393) | (243,147) | |
Analysed as: | ||||
Operating loss before exceptional items | ||||
Exceptional items | - | - | 963,896 | |
Operating profit/(loss) after exceptional items | (96,402) | (212,393) | 720,749 | |
Financial income | - | - | - | |
Financial expense | - | (5,157) | (5,157) | |
Profit/(loss) before tax | (96,402) | - | 715,592 | |
Income tax credit/(expense) | - | - | - | |
Profit/(loss) for the period | (96,402) | (217,550) | 715,592 |
Since there is no other comprehensive income, the profit/(loss) for the period is same as the total comprehensive income for the period.
Attributable to: | ||||
Owners of the parent | (96,402) | (217,550) | 715,592 | |
Profit/(Loss) per share | ||||
Basic | 7 | (15 pence) | (515 pence) | 1,500 pence |
Diluted | 7 | (15 pence) | (515 pence) |
96 pence |
Statement of Financial Position
as at 30 November 2010
As at 30 Nov 2010 | As at 30 Nov 2009 | As at 31 May 2010 | ||
Unaudited | Unaudited | Audited | ||
£ | £ | £ | ||
Assets | ||||
Non-current assets | - | 145,342 | - | |
Current assets | ||||
Trade and other receivables | 367,315 | 52,531 | 101,756 | |
Cash and cash equivalents | 301,929 | 8,964 | - | |
669,244 | 61,495 | 101,756 | ||
Total assets | 669,224 | 206,837 | 101,756 | |
Equity and liabilities | ||||
Equity attributable to the Company's equity holders | ||||
Share capital | 1,269,821 | 1,267,412 | 1,267,490 | |
Share premium | 1,796,690 | 1,182,681 | 1,189,106 | |
Shares to be issued | - | - | 12,033 | |
Retained earnings | (2,569,535) | (3,406,277) | (2,473,133) | |
496,976 | (956,184) | (4,504) | ||
Current liabilities | ||||
Trade and other payables | 90,621 | 533,971 | 24,613 | |
Convertible loan notes | - | 629,050 | - | |
90,621 | 1,163,021 | 24,613 | ||
Non-current liabilities | ||||
Convertible loan notes | 81,647 | - | 81,647 | |
Total liabilities | 172,268 | 1,163,021 | 106,260 | |
Total equity and liabilities | 669,244 | 206,837 | 101,756 |
Statement of Financial Position
As at 30 November 2010
Notes | Six months to 30 Nov 2010 | Six months to 30 Nov 2009 | Year ended 31 May 2010 | |
Unaudited | Unaudited | Audited | ||
£ | £ | |||
Cash flows from operating activities | ||||
Cash (used in)/generated from operations | 8 | (295,953) | 55,245 | 46,281 |
Interest paid | - | (5,157) | (5,157) | |
Net cash from operating activities | (295,953) | 50,088 | 41,124 | |
Cash flows from investing activities | ||||
Purchases of property, plant and equipment | - | (42,063) | (42,063) | |
Net cash from investing activities | - | (42,063) | (42,063) | |
Cash flows from financing activities | ||||
Net proceeds on issues of shares | 597,882 | - | - | |
Net cash from financing activities | 597,882 | - | - | |
Increase in cash and cash equivalents | 301,929 | 8,025 | (939) | |
Cash and cash equivalents at beginning of period |
- |
939 |
939 | |
Cash and cash equivalents at end of period |
301,929 |
8,964 |
- |
Statement of changes in equity
Six months to 30 Nov 2010 | Six months to 30 Nov 2009 | Year ended 31 May 2010 | |
Unaudited | Unaudited | Audited | |
£ | £ | £ | |
As at beginning of period | (4,504) | (738,634) | (738,634) |
Profit/(loss) for the period | (96,402) | (217,550) | 715,592 |
Issue of share capital net of expenses | 597,882 | - | 18,538 |
As at end of period | 496,976 | (956,184) | (4,504) |
Notes to the Financial Information
For the six months ended 30 November 2010
1. General information
Chalkwell Investments Plc is currently an investing company.
The Company is a public limited company listed on AIM and is incorporated in England and Wales.
The address of its registered office is 51 Clarkegrove Road, Sheffield, S10 2NH. Items included in the financial statements of the Company are measured in Pound Sterling which is the currency of the primary economic environment in which the entity operates. The financial statements are also presented in Pound Sterling which is the Company's presentational currency.
2. Basis of preparation
The interim financial statements of Chalkwell Investments Plc have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and on the historical cost basis using the accounting policies which are consistence with those set out in the Company's Annual Report and Accounts for the year ended 31 May 2010.
This interim financial information for the six months to 30 November 2010, which complies with IAS34 Interim Financial Reporting, was approved by the board on 15 February 2011.
The unaudited interim financial information for period ended 30 November 2010 does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The comparative figures for the year ended 31 May 2010 are extracted from the statutory financial statements which have been filed with the Registrar of Companies and which contain an unqualified audit report and did not contain statements under Section 498 to 502 of the Companies Act 2006.
3. Segmental reporting
The Company has only one principal area of operation as an investing company. It was dormant from 1 December 2009 to 2 November 2010, prior to which the company was involved in the creation and sale of beauty products.
4. CVA
The Company went into administration on 12 October 2009 and initiated a Company Voluntary Arrangement ("CVA"), which was concluded on 23 March 2010.
5. Taxation
The Company has incurred losses in each period and no corporation tax charge has arisen. The Company has not recognized a deferred tax asset in respect of these losses.
6. Dividends
No dividends have been declared and approved in respect of the six month periods ending 30 November 2010, six months ended 30 November 2009 or year ended 31 May 2010.
7. Loss per share
Loss per share is calculated by reference to the weighted average of 642,239 ordinary shares in issue during the period (30 November 2009 - 42,247 (adjusted) and 31 May 2010 - 47,720 (basic), 747,324 (diluted)).
The diluted loss per share is the same as the basic loss per share as the losses in each period have an anti-dilutive effect.
8. Note to the cash flow statement
Six months to 30 Nov 2010 | Six months to 30 Nov 2009 | Year ended 31 May 2010 | |
Unaudited | Unaudited | Audited | |
£ | £ | £ | |
Loss for the period | (96,402) | (212,393) | (243,147) |
Adjustments for: - Depreciation |
- |
52,451 |
52,451 |
Changes in working capital: - (Increase)/decrease in trade and other receivables |
(265,559) |
24,282 |
(16,076) |
- Increase/(decrease in trade and other payables | 66,008 | 190,905 | 253,053 |
Cash generated from/(used in) operations |
(295,953) |
55,245 |
46,281 |
9. Events after the balance sheet date
On 26 January 2011, 2,222,223 ordinary shares of £0.001 each were issued for a total consideration of £1,000,000.
10. Half yearly results
Copies of the half yearly results for the six months ended 30 November 2010 will shortly be available from the Company's website www.chalkwellinvestmentsplc.co.uk.
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