Vipera Regulatory News (VIP)

21 Jun 2006 08:00

Energy Asset Management PLC21 June 2006 Energy Asset Management Plc Chairman's statement Period ended 31 December 2005 Introduction Ricmore Plc was formed in March 2005 and was that month admitted to listing onAIM having raised a total of £398,701 in ordinary share capital. Expenses of theissue amounted to £72,165. It was formed to establish, invest in or acquireassets, businesses or companies in the internet and technology related servicessector in the UK. On 9 March 2006 the Company acquired, for a consideration of £2.12 millionpayable in shares, Energy Assets Limited, a company set up to provide meterasset management services, including utilising new forms of technology, toindustrial and commercial users of gas and electricity and their suppliers. Onthat date the Company also raised £1.25 million before expenses through aplacing of new ordinary shares at 1.5p each. The Company changed its name toEnergy Asset Management Plc. Results Losses before and after taxation for the year were £24,886. The cash balances at the period end were £312,378. We are endeavouring tominimize the cash outflow. Prospects and post balance sheet events In the period following the acquisition of EAL progress has been made to: (a) obtain the necessary regulatory and other approvals to allow EAL toservice contracts; (b) install and commence operating the information technology system; and (c) move into permanent offices. Product trials have also commenced with major retail groups. In addition threenew subsidiary companies have been established to provide customers with a fullservice in respect of meter provision, installation and maintenance. It is hoped to report at the interim stage further progress on all fronts. Stephen BarclayNon-executive Chairman21 June 2006 Profit and Loss AccountPeriod ended 31 December 2005 31 December 2005 £ Turnover -Operating expenses 33,543 --- Operating (loss) (33,543) Interest income 8,657 --- (Loss) before taxation (24,886)Taxation - --- (Loss) after taxation (24,886) Dividends paid - --- Retained (loss) for the period (24,886) === (Loss) per share (0.12) p ===The Company's turnover and expenses all relate to continuing operations. TheCompany has no recognised gains or losses other than the loss for the period,which has been calculated on the historical cost basis. Balance Sheet31 December 2005 31 December 31 December 2005 2005 £ £ Fixed AssetsTangible assets - Current assetsDebtors and accrued income 4,431Cash at bank 312,378 --- --- 316,809Creditors: amounts falling due within oneyear (15,159) --- --- Net current assets 301,650 --- ===== Total assets less current liabilities 301,650 Capital and reservesCalled up share capital 219,351Share premium account 107,185Profit and loss account (24,886) --- ----- Shareholders' funds 301,650 --- ===== These financial statements were approved by the Board of Directors on 21 June2006 and were signed on its behalf by: S J BarclayNon-executive Chairman Reconciliation of movements in shareholders' fundsfor the period ended 31 December 2005 Share Capital Share Premium Profit & Loss Total Account Shareholders' Funds £ £ £ £ Balance at incorporation - - - -Share capital issued 219,351 179,350 - 398,701Costs of issue - (72,165) - (72,165)Loss for the period - - (24,886) (24,886) -------- -------- --- ------Balance at 31 December2005 219,351 107,185 (24,886) 301,650 ======== ======== ==== ======= Cash Flow StatementPeriod ended 31 December 2005 31 December 2005 £ Reconciliation of operating loss to net cash (outflow)from operating activitiesOperating (loss) (33,543)(Increase)/decrease in debtors (4,431) Increase/(decrease) in creditors 15,159 --- Net cash (outflow) from operating activities (22,815) ===Cash flow statementNet cash (outflow) from operating activities (22,815) Returns on investment and servicing of finance: Interest income 8,657 Financing: Issue of shares 398,701 Costs of issue (72,165) ------ Increase in cash 312,378 ====== Analysis of changes in net fundsCash at bank:At incorporation -Cashflows 312,378 ------ At period end 312,378 ====== Notes on the Preliminary Results 1. The financial information incorporated in this announcementdoes not constitute full statutory accounts within the meaning of the CompaniesAct 1985 but is derived from those accounts. Full accounts for the period ended31 December 2005, upon which CLB Littlejohn Frazer have given an unqualifiedaudit report will be filed with the Registrar of Companies in due course.Neither report contained statements under Section 237(2) or (3) of the CompaniesAct 1985. 2. Accounting policies Basis of preparation The financial statements have been prepared under the historical cost conventionin accordance with applicable accounting standards in the United Kingdom. Taxation: The charge for taxation is based on the result for the year at current rates oftax, and this takes into account deferred taxation on all timing differencesbetween the treatment of certain items for accounts purposes and their treatmentfor Corporation tax purposes, except where it can be demonstrated that noCorporation tax liabilities will arise in the foreseeable future. Deferred taxation The Company has adopted FRS 19, Deferred Taxation. Deferred tax is provided infull on timing differences which result in an obligation at the balance sheetdate to pay more tax, or a right to pay less tax, at a future date, at ratesexpected to apply when they crystallise based on current tax rates and law.Timing differences arise from the inclusion of items of income and expenditurein taxation computations in periods different from those in which they areincluded in the financial information. Deferred tax assets are recognised to theextent that it is regarded as more likely than not that they will be recovered.Deferred tax assets and liabilities are not discounted. 3. Operating expenses 10 months ended 31 December 2005 £Audit fees 2,500Other administrative expenses 31,043 ----- 33,543 4. Tax on loss on ordinary activities Tax charge for the period No taxation arises on the result for the period because of the trading loss. Factors affecting the tax charge for the period The tax charge for the period does not equate to the loss for the period at thestandard rate of UK small companies corporation tax of 19%. The differences areexplained below: 10 months ended 31 December 2005 £Loss for the period before taxation (24,886) ===== Loss for the period before tax multiplied by the standardrate of UK small companies corporation tax of 19% (4,728)Expenses not deductible for tax 352Tax losses for the period not relieved 4,376 ----- - ======== Factors affecting the tax charge of future periods Tax losses available to be carried forward by the Company at 31 December 2005against future profits are estimated at £23,034. There is an unprovided deferredtax asset based on these losses of £4,376. Due to the Company being in its first period of trading it is difficult todetermine with certainty how and when the available tax losses will be utilised.Therefore, the element of the potential deferred tax asset relating to losseshas not been recognised in the financial information. 5. Loss per Share The calculation of basic loss per share is based on the loss attributable toordinary shareholders divided by the weighted average of ordinary shares inissue being 20,581,735 during the period. As the Company has incurred a loss forthe period, no option or warrant is potentially dilutive, and hence basic anddiluted loss per share are the same. 6. DirectorsThe average weekly number of persons (including directors) employed 10 monthsby the Company was: ended 31 December 2005 Directors 3 ==== No Director's emoluments were paid in the period. 7. Called up share capital At the date of incorporation, 4 March 2005, the authorised share capital of theCompany comprised 500,000,000 ordinary shares of 1p each and the Company issued2 Ordinary 1p shares at par. On 18 March 2005 5,999,998 ordinary shares wereallotted and issued at a price of 1p per share. On 21 March 2005 a further9,956,700 ordinary shares were allotted at 1p per share. On 30 March 2005 afurther 5,978,350 ordinary shares were allotted at 4p per share. On 30 March 2005 the Company issued 2,000,000 warrants which entitle the holderto subscribe for one new ordinary share at 1p per share at any time until 30March 2010. 500,000 warrants were issued to each of Stephen Barclay, John Shaw,Lance O'Neill and Chatsford Corporate Finance Limited. At 31 December 2005 noneof these warrants had been exercised. Significant shareholders are as disclosed in the Directors' Report. There is nooverall controlling party. 8. Related party transactions On 30 March 2005 the Company issued 500,000 warrants to each of the Directorsand to Chatsford Corporate Finance Limited (see note 7). During the period the Company paid Chatsford Corporate Finance Limitedcommission in respect of funds raised for the Company amounting to £3,740. John Shaw is a director of, and John Shaw and Stephen Barclay are shareholdersin, Chatsford Corporate Finance Limited. The Company had contracted with Chatsford Corporate Finance Limited for theprovision of administrative support for a fee accruing at £3,000 per annum ofwhich £1,875 had been earned and accrued for in the period to 31 December 2005.Following the acquisition of Energy Assets Limited this contract has beenrevised. On 9 March 2006, the Company acquired Energy Assets Limited, a company in whichStephen Barclay and John Shaw held 9.0% and 5.2% of the shares respectively. 9. Post balance sheet events On 9 March 2006 the Company acquired, for a consideration of £2,122,500 payablethrough the issue of 141,500,000 new ordinary shares, Energy Assets Limited, acompany set up to provide meter asset management services, including utilisingnew forms of technology, to industrial and commercial users of gas andelectricity and their suppliers. On that date the Company also raised £1,250,000before expenses through a placing of 83,333,333 new ordinary shares at 1.5peach. Pursuant to this transaction (i) 29,057,500 options were issued to senior executives of the Group as set outin the Directors' Report above and (ii) Warrants to subscribe for 12,403,051 ordinary shares with an exercise priceof 1.5p were issued on 13 March 2006 to parties connected with the raising offinance for the Company as follows:Ruegg & Co Limited 2,000,000 1.5p from 13 March 2007 to 13 March 2011Hichens Harrison &Co 3,000,000 1.5p from 13 March 2007 to 13 March 2009ICON EAM LLC 7,403,051 1.5p up to 13 March 2011 -------- 12,403,051 -------- Total number of warrants outstanding as at the date of this report, includingthe 2,000,000 warrants issued in March 2005 and disclosed above, come to14,403,051. 10. Registered Office and copies of Accounts The Registered Office of the Company has been changed to St James's Court, BrownStreet, Manchester M2 2JF. Copies of the Annual Report and Accounts may beobtained from the Company Secretary at this address. Notice is hereby given that the Annual General Meeting of Energy AssetManagement Plc will be held at 1 Cornhill, London EC3V 3ND on 19 July 2006 at2.30 pm. Enquiries: Ruegg & Co Limited:Brett Miller 020 7584 3663 This information is provided by RNS The company news service from the London Stock Exchange