14 Dec 2009 07:00
14 December 2009
Canisp plc
("Canisp" or the "Group")
Unaudited Interim Results
for the six month period ended 30 September 2009
I present the Group's interim results for the period ended 30 September 2009.
Following the disposal of the Group's underlying business at the end of the last financial year, Canisp has not undertaken any trading activities. This time has been occupied with the process of restructuring the Company's capital base, undertaking post completion obligations in relation to the disposal of the The Airtime Group business and reviewing potential acquisition opportunities.
We remain committed to maintaining low operating costs and these are in line with expectations. In the period under review, the Group recorded a loss before and after tax of £143,000 (2008: £125,000) which include a certain amount of non-recurring costs relating to the post-disposal activities. Set against this is the release of £58,000 of provisions no longer required in respect of disposed activities, giving a net loss for the period of £85,000. No dividend is proposed.
Capital restructuring
During the period the Company's capital base has been restructured through the conversion of each former Ordinary Share of 1p each into one New Ordinary Share of 0.1p each and nine Deferred Shares of 0.1p each. In addition £80,000 of the convertible debt was repaid and a further 80,000,000 New Ordinary Shares were issued in capitalisation of debt.
Since the period end 30,000,000 New Ordinary Shares have been issued for cash and a further £585,000 of the convertible debt has been converted into 585,000,000 New Ordinary Shares.
Outlook
The Company has commenced the process of reviewing potential acquisition opportunities and will report to shareholders as appropriate. Under the AIM Rules, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover in accordance with Rule 14 of the AIM Rules or otherwise implement the Company's investing strategy to the satisfaction of the London Stock Exchange by 30 March 2010, failing which, the Company's trading facility on the AIM Market will be suspended for a period of six months followed by cancellation of the Company's AIM listing.
Mike Hirschfield
Chairman
14 December 2009
CANISP PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2009
| | Note | Unaudited six months ended 30 September 2009 | Unaudited six months ended 30 September 2008 | Audited year ended 31 March 2009 |
| | | £'000 | £'000 | £'000 |
| | | | | |
| | | | | |
| Administrative expenses | | (144) | (82) | (156) |
| | | | | |
| Total administrative expenses | | (144) | (82) | (156) |
| Unrealised fair value gain on financial liabilities at fair value through profit or loss | | - | 48 | 48 |
| | | | | |
| Loss from operations | | (144) | (34) | (108) |
| | | | | |
| Finance income Finance costs | | 2 (1) | 8 | 244 (177) |
| | | | | |
| Loss for the period before taxation | | (143) | (26) | (41) |
| | | | | |
| Taxation expense | | - | - | - |
| | | | | |
| Loss for the period from continuing activities | | (143) | (26) | (41) |
| | | | | |
| Trading profit/(loss) from discontinued operations | | 58 | (99) | (46) |
| Profit on disposal of discontinued operations | | - | - | 274 |
| | | | | |
| (Loss) / profit from discontinued operations | | - | (99) | 228 |
| | | | | |
| (Loss) /profit after taxation and loss attributable to the equity holders of the company | | (85) | (125) | 187 |
| | | | | |
| Other comprehensive income | | - | - | - |
| | | | | |
| Total comprehensive (expenditure)/ income for the period | | (85) | (125) | 187 |
| | | | | |
| Basic and diluted (loss)/profit per ordinary share (pence) | | | | |
| Continuing operations | 4 | (0.08)p | (0.03)p | (0.04)p |
| Discontinued operations | | 0.03p | (0.09)p | 0.21p |
| | | (0.05)p | (0.12)p | 0.17p |
| | | | | |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2009
| | Share capital | Share premium | Other reserves | Retained earnings | Total equity |
| | £'000 | £'000 | £'000 | £'000 | £'000 |
| | | | | | |
| At 1 April 2008 | 1,054 | 4,017 | 129 | (6,760) | (1,560) |
| Transfer of reserves | - | - | (129) | 129 | - |
| Issue of share capital | 161 | - | - | - | 161 |
| Loss for the year | - | - | - | 187 | 187 |
| At 31 March 2009(audited) | 1,215 | 4,017 | - | (6,444) | (1,212) |
| Issue of share capital | 350 | - | - | - | 350 |
| Loss for the period | - | - | - | (85) | (85) |
| | | | | | |
| At 30 September 2009 (unaudited) | 1,565 | 4,017 | - | (6,529) | (947) |
STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2009
| | | Unaudited 30 September 2009 | Unaudited 30 September 2008 | Audited 31 March 2009 |
| | | £'000 | £'000 | £'000 |
| ASSETS | | | | |
| | | | | |
| Non-current assets | | | | |
| Intangible assets | | - | 560 | - |
| Property, plant and equipment | | - | 9 | - |
| | | | | |
| Total Non-Current assets | | - | 569 | - |
| | | | | |
| Current assets | | | | |
| Cash and cash equivalents | | 75 | - | 264 |
| Trade and other receivables | 5 | 92 | 261 | 347 |
| Total current assets | | 167 | 261 | 611 |
| | | | | |
| Total assets | | 167 | 830 | 611 |
| | | | | |
| EQUITY AND LIABILITIES | | | | |
| | | | | |
| Current liabilities | | | | |
| Bank overdraft | | - | 215 | - |
| Convertible loans | 7 | 953 | 1,600 | 1,383 |
| Trade and other payables | 6 | 161 | 700 | 440 |
| Total current liabilities and total liabilities | | 1,114 | 2,515 | 1,823 |
| | | | | |
| | | | | |
| Equity | | | | |
| Share capital | 8 | 1,565 | 1,054 | 1,215 |
| Share premium | | 4,017 | 4,017 | 4,017 |
| Other reserves | | - | 129 | - |
| Retained earnings | | (6,529) | (6,885) | (6,444) |
| Total equity attributable to equity holders | | (947) | (1,685) | (1,212) |
| | | | | |
| Total equity and liabilities | | 167 | 830 | 611 |
CONSOLIDATED CASH FLOW STATEMENT
FOR THE PERIOD 30 SEPTEMBER 2009
| Unaudited Six months ended 30 September 2009 | Unaudited Six months ended 30 September 2008 | Audited year ended 31 March 2009 | ||
| £'000 | £'000 | £'000 | ||
| Cash flows from operating activities | ||||
| Loss after taxation | (143) | (26) | (41) | |
| Amortisation of intangibles | - | - | - | |
| Depreciation | - | - | - | |
| Finance cost | 1 | - | 177 | |
| Finance income | (2) | (8) | (11) | |
| (Increase)/ decrease in trade and other receivables | (89) | (7) | ||
| (Decrease)/Increase in trade and other payables | (39) | 16 | 43 | |
| Net gain on modification of convertible loan | - | - | (233) | |
| Unrealised gain on financial liabilities at fair value through profit or loss | - | (48) | (48) | |
| Net cash outflow from operating activities | (272) | (73) | (113) | |
| Discontinued operations | ||||
| Net cash inflow/ (outflow) from operating activities from discontinued operations | 162 | 1 | (96) | |
| Net cash outflow from operating activities | (110) | (72) | (209) | |
| Cash flows from investing activities | ||||
| Continuing operations | ||||
| Finance costs | (1) | - | - | |
| Finance income | 2 | 8 | 11 | |
| Net cash inflow/ (outflow) from investing activities from | ||||
| Continuing operations | 1 | 8 | 11 | |
| Discontinued operations | ||||
| Net cash inflow from financing activities from discontinued operations | - | (20) | 593 | |
| Net cash inflow from investing activities | 1 | (12) | 604 | |
| Cash flows from financing activities | ||||
| Continuing operations | ||||
| New loans | - | 31 | 31 | |
| Repayment of loans | (80) | - | - | |
| Net cash inflow/(outflow) from financing activities from continuing operations | (80) | 31 | 31 | |
| Net change in cash and cash equivalents | (189) | (53) | 426 | |
| Cash and cash equivalents at beginning of period | 264 | (162) | (162) | |
| Cash and cash equivalents at end of period | 75 | (215) | 264 |
NOTES TO THE INTERIM REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2009
1. GENERAL INFORMATION
The information for the period ended 30 September 2009 does not constitute statutory accounts as defined in Section 240 of the Companies Act 1985. The figures for the year ended 31 March 2009 have been extracted from the 2009 statutory financial statements. The auditors' report on those accounts was unqualified and did not contain a statement under section 237(2) of the Companies Act 1985.
2. ACCOUNTING POLICIES
BASIS OF PREPARATION
The Company's shares are listed on the AIM market of the London Stock Exchange and apply the Companies Act 2006 when preparing its annual financial statements.
The principal accounting policies of the Group remain unchanged from those set out in the Group's 2009 financial statements except for the adoption of IAS 1 Presentation of Financial Statements (Revised 2007) and IFRS 8 Operating Segments.
The adoption of IAS 1 (Revised 2007) does not affect the financial position or profits of the Group, but gives rise to additional disclosures. The measurement and recognition of the Group's assets, liabilities, income and expenses is unchanged, however, some items that were recognised directly in equity are now recognised in other comprehensive income, for example gains/losses on available for sale financial assets. IAS 1 (Revised 2007) affects the presentation of owner changes in equity and introduces a 'Statement of comprehensive income'.
The adoption of IFRS 8 has not changed the segments that are disclosed in the interim financial statements.
The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these condensed consolidated interim financial statements.
GOING CONCERN
The Directors have prepared detailed cash flow forecasts which assume no acquisition is completed, unless sufficient finance facilities are available. The Directors have also secured confirmation from the convertible debt holder that they would not seek repayment of the debt due to them within twelve months. The forecasts, supported by the agreement with the debt holder, demonstrate that the Group has sufficient finance facilities available to allow it to continue in business.
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS
The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results
CRITICAL JUDGEMENTS IN APPLYING THE GROUP'S ACCOUNTING POLICIES
The directors in applying the accounting policies, consider that the most significant judgement they have had to make is the fair value of the convertible loan.
3. SEGMENTAL REPORTING
(a) By business segment (Primary segment)
As defined under International Financial Reporting Standard 8 (IFRS 8) the Group has no material business segment.
(b) By Geographical Segment (Secondary segment)
Under the definitions contained in IFRS 8 the only material geographic segment the Group operates in is the United Kingdom.
4. LOSS PER SHARE
The calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. The impact of the convertible loan on the loss per share is anti-dilutive.
| Unaudited six months ended 30 September 2009 | Unaudited six months ended 30 September 2008 | Audited year ended 31 March 2009 | |
| (Loss)/profit attributable to equity shareholders: | |||
| Continuing | (143) | (26) | (41) |
| Discontinued | 58 | (99) | 228 |
| (85) | (125) | 187 | |
| Weighted average number of 0.1p ordinary shares | 171,879,684 | 105,397,275 | 108,538,782 |
| Fully diluted number of shares | n/a | n/a | 252,388,782 |
| Loss per share on continuing operations | (0.08)p | (0.03)p | (0.04)p |
| Profit/(Loss) per share on discontinued operations | 0.03p | (0.09)p | 0.21p |
| Loss per share - basic and diluted | (0.05)p | (0.12)p | 0.17p |
The impact of the convertible loan on the earnings/(loss) per share is anti dilutive.
5. TRADE AND OTHER RECEIVABLES
| Unaudited 30 September 2009 | Unaudited 30 September 2008 | Audited 31 March 2009 | |
| £'000 | £'000 | £'000 | |
| Trade receivables | - | 238 | - |
| Other receivables | 82 | - | 335 |
| Prepayments and accrued income | 10 | 23 | 12 |
| Trade and other receivables, net | 92 | 261 | 347 |
Trade and other receivables are usually due within 30 - 60 days and do not bear any effective interest rate.
The fair value of these short term financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value.
6. TRADE AND OTHER PAYABLES
| | Unaudited 30 September 2009 | Unaudited 30 September 2008 | Audited 31 March 2009 |
| | £'000 | £'000 | £'000 |
| | | | |
| Trade and other payables | 63 | 160 | 201 |
| Social security and other taxes | 40 | 56 | 61 |
| Other creditors | 3 | 85 | - |
| Accruals and deferred income | 55 | 399 | 178 |
| Trade and other payables | 161 | 700 | 440 |
The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value.
7. CONVERTIBLE LOAN
The financial liability at fair value through profit or loss is a convertible loan, which is convertible at the option of the holder into a fixed number of ordinary shares in the Company. In May 2008 all of the outstanding debt amounting to £1,600,000 was consolidated into a single, assignable convertible loan facility. The loan may be capitalised in whole or in part through the issue of new ordinary shares at 0.1 penny per share. If the capitalisation does not occur by 31 December 2009, the loan and any interest accrued at two per cent per annum, will be repayable on demand although the loan, together with accrued interest will remain capable of being capitalised on the above terms.
The conversion option meets the definition of equity as the loan can be converted into a fixed number of shares. As the market value of the Company's shares in May 2008 was below par value the directors do not consider the value of this option to be material to the financial statements
During the period £80,000 of the convertible debt was repaid and a further 80,000,000 New Ordinary Shares were issued to capitalise £350,000 in aggregate of debt. Since the period end a further £585,000 of the convertible debt has been converted into 585,000,000 New Ordinary Shares leaving £423,500 of debt outstanding.
8. SHARE CAPITAL
| Unaudited 30 September2009 | Unaudited 30 September 2008 | Audited 31 March 2009 | |
| £'000 | £'000 | £'000 | |
| Authorised | |||
| 4,500,000,000 deferred shares of 0.1p | 4,500 | - | - |
| 500,000,000 ordinary shares of 0.1p | 500 | - | - |
| 5,000 | 5,000 | 5,000 | |
| Allotted, issued and fully paid | |||
| 1,363,925,475 deferred shares of 0.1p | 1,364 | - | - |
| 201,547,275 ordinary shares of 0.1p (30 September 2008: 105,397,275 and 31 March 2009: 121,547,275 ordinary shares of 1p) ordinary shares of 0.1p | 201 | 1,054 | 1,215 |
| 1,565 | 1,054 | 1,215 |
The movement in the ordinary share capital may be analysed as follows:
| Unaudited 30 September 2009 | Unaudited 30 September 2008 | Audited 31 March 2009 | |
| £'000 | £'000 | £'000 | |
| Opening balance | 1,215 | 1,054 | 1,054 |
| Capitalisation of debt - pre share spilt | 300 | - | 161 |
| 1,515 | 1,054 | 1,215 | |
| Impact of share split | (1,364) | - | - |
| 151 | 1,054 | 1,215 | |
| Capitalisation of debt - post share split | 50 | - | - |
| Period/ year end balance | 201 | 1,054 | 1,215 |
| Post period- end placing for cash | 30 | ||
| Post period- end capitalisation of debt | 585 | ||
| Current position | 816 |
Following the approval of its shareholders at the Company's annual general meeting on 23 June 2009 of the share division of all existing issued and unissued ordinary shares in the capital of the Company ('Ordinary Shares') of 1p each into one Ordinary Share of 0.1p each and nine deferred shares of 0.1p each, application was made for 151,547,275 Ordinary Shares of 0.1p each to be admitted to trading on AIM. Admission of these 151,547,275 Ordinary Shares of 0.1p each occurred at 8.00 am on 21 July 2009. Following this issue and the issue of the 50,000,000 Ordinary Shares of 0.1p each announced on 10 July 2009, there were 201,547,275 Ordinary Shares of 0.1 pence each in issue (each of which are voting shares) at 30 September 2009.
Since the period end a further 615,000,000 Ordinary Shares of 0.1p each have been issued - 85,000,000 from the conversion of debt on 19 October 2009 (announced on 8 September 2009), 30,000,000 from a placing for cash and 500,000,000 from a further conversion of date (announced on 19 October 2009).
The deferred shares have no voting rights and are not eligible for dividends.