Vipera Regulatory News (VIP)

RNS Number : 2453O

Ricmore Capital PLC

25 June 2010

 

For immediate release 25 June 2010

 

Ricmore Capital Plc ("Ricmore" or "the Company")

(formerly Energy Asset Management Plc)

Report and Accounts for the nine month period ended 31 December 2009

Change of Broker

The Company is pleased to announce that the Report and Accounts for the nine month period ended 31 December 2009, extracts from which are set out below, have been posted to shareholders and are available on the website: www.ricmorecapital.co.uk

In addition, the Company announces the appointment of Daniel Stewart & Company Plc as broker to Ricmore who replace Religare Capital Markets plc with immediate effect.

Chairman's Statement

Financial Results

In the nine months to 31 December 2009 the Company made a loss after taxation of £31,636 (15 months ended 31 March 2009 - loss £3,289,636) representing a loss per share of 0.01p (2009 - loss 0.99p per share).

The Company received the second tranche of deferred consideration arising out of the sale of Energy Assets Limited. The amount received was greater than that accrued for at 31 March 2009 and thus the extra funds received amounting to £75,714 are reported as a gain in these nine month financial statements to 31 December 2009.

Following receipt of the initial and deferred consideration arising from the sale of Energy Assets Limited in January 2009, and after subsequent operating costs paid, cash balances amounted to some £943,000 at the end of December 2009.

Suspension from trading on AIM

As an investing company under the AIM Rules, Ricmore needed to have either substantially implemented its investment strategy or concluded a reverse takeover on or before 9 January 2010 or otherwise its shares would be suspended from trading on AIM. As the Company had not yet done so, the Company's shares were suspended on 11 January 2010. Should the Company have not substantially implemented its investment strategy or concluded a reverse takeover on or before 9 July 2010 it will be de-listed.

Intended acquisition

On 11 January 2010, the Board reported that it was actively considering a particular transaction and would report further to shareholders as and when appropriate. Since that date that transaction, a reverse acquisition, has been and is still being actively pursued.

Accounting reference date

In order to align the Company's accounting reference date to the accounting calendar of the intended acquisition, the Company has changed its accounting reference date to 31 December from 31 March and accordingly these financial statements present the results from 31 March 2009 to 31 December 2009.

The Future

The board continues to work towards the completion of the aforementioned acquisition and will in due course be writing to shareholders.

 

Contact:

 

John Shaw, Ricmore Capital Plc on 07973 826613

 

Roland Cornish, Beaumont Cornish Limited on 020 7628 3396

 

Martin Lampshire, Daniel Stewart & Company Plc on 0207 776 6550

 

 

Statement of Comprehensive Income

for the nine month period to 31 December 2009

 

 

	Note		Period to 31 December 2009	Period to31 March 2009
			£	£
Revenue	2		-	-
Cost of sales			-	-
Gross Profit			-	-
Operating expenses	3		(108,550)	(377,582)
Operating loss			(108,550)	(377,582)
Finance Income			1,200	5,041
Profit/(loss) on disposal of subsidiary undertakings	8		75,714	(2,917,095)
Loss before taxation			(31,636)	(3,289,636)
Taxation	6		-	-
Loss after taxation attributable to equity shareholders			(31,636)	(3,289,636)
Other comprehensive income:
Share issue costs			-	(18,030)
Total comprehensive income attributable to equity shareholders			(31,636)	(3, 307,666)
Loss per share basic and diluted (p)	7		(0.01)	(0.99)

 

 

Balance Sheet

at 31 December 2009

 

			31 December	31 March
			2009	2009
	Note		£	£
Assets
Non current assets
Investment	8		-	-
Total non current assets			-	-
Current assets
Trade and other receivables	9		-	515,239
Cash and cash equivalents			943,118	451,855
Total current assets			943,118	967,094
Total Assets			943,118	967,094
Equity and liabilities attributable to equity holders of the Company
Share capital and reserves
Issued capital	10		3,327,684	3,327,684
Share premium account			1,145,899	1,145,899
Reserves			(3,572,043)	(3,540,407)
Total Equity			901,540	933,176
Current liabilities
Trade and other payables	11		41,578	33,918
Total current liabilities			41,578	33,918
Total equity and liabilities			943,118	967,094

 

 

 

 

 

 

 

 

 

 

 

Statement of Changes in Equity

 at 31 December 2009

 

		Share	Share	Retained
		Capital	Premium	Earnings	Total
		£	£	£	£
Balance at 1 January 2008		2,787,684	1,163,929	(363,917)	3,587,696
Comprehensive income for the period attributable to equity holders		-	(18,030)	(3,289,636)	(3,307,666)
Share based payments		-	-	113,146	113,146
Shares issued		540,000	-	-	540,000
Balance at 31 March 2009		3,327,684	1,145,899	(3,540,407)	933,176
Comprehensive income for the period attributable to equity holders		-	-	(31,636)	(31,636)
Balance at 31 December 2009		3,327,684	1,145,899	(3,572,043)	901,540

 

Cash Flow Statement

for the nine month period to 31 December 2009

 

			Period to 31 December 2009		Period to 31 March 2009
			£		£
Cash flows from operating activities
Operating loss for the period as per comprehensive income statement			(105,550)		(377,582)
Share based payments			-		113,146
			(108,550)		(264,436)
Movements in working capital
Increase in trade and other receivables			-		(847,770)
Increase/(decrease) in trade and other payables			7,660		(18,128)
Net cash outflow from operations			(100,890)		(1,130,334)
Cash flows from financing activities
Net proceeds from issue of equity shares		-		521,970
Net cash flows from financing activities			-		521,970
Cash flows from investing activities
Interest received		1,200		5,041
Net proceeds of sale of subsidiary		590,953		1,033,208
Net cash inflow from investing activities			592,153		1,038,249
Net increase in cash and cash equivalents			491,263		429,885
Cash and cash equivalents at the beginning of period			451,855		21,970
Cash and cash equivalents at end of period			943,118		451,855

 

 

Notes to the Financial Statements

 

2. Segmental information

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-makers, who are responsible for allocating resource, assessing performance and making strategic decisions.

All of the Company's activity is located in the UK. In the period the Company was seeking a suitable acquisition and did not have any active trade. Therefore it is considered that the Company does not have any reportable segments for the period.

 

3. Operating expenses

		Period to 31 December 2009	Period to 31 March 2009
		£	£
Auditors' remuneration
Audit - fees		8,250	8,000
Fees payable to the Company's auditor for other services:
- other services pursuant to legislation		-	-
- tax services		1,250	4,747
- other services		-	4,120
Other employee benefit expense		45,433	198,126
Other administrative expenses		53,617	162,589
		108,550	377,582

 

4. Staff costs

Staff costs, including Directors' remuneration, were as follows:
		Period to 31 December 2009	Period to 31 March 2009
		£	£
Wages and salaries		41,250	75,645
Social security costs		4,183	9,335
Defined contribution pension costs		-	-
Share based payments		-	113,146
		45,433	198,126
The average monthly number of employees, including Directors, during the period was :		2	5

5. Directors' remuneration

		Period to 31 December 2009	Period to 31 March 2009
		£	£
Emoluments		41,250	75,645
Social security costs		4,183	9,335
		45,433	84,980

6. Taxation

Income tax

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 total charge for the period can be reconciled to the accounting loss as follows:

				Period to 31 December 2009	Period to 31 March 2009
				£	£
Loss for the period before taxation				(31,636)	(3,289,636)
Loss for the period before tax multiplied by the UK standard corporation tax rate of 28% (March 2009: 20%)				(8,858)	(657,927)
Expenses not deductible for tax				138	22,702
Capital (gains)/losses (utilised)/carried forward				(21,200)	583,419
Marginal relief				2,215	-
Tax losses for the period not relieved				27,705	51,806
				-	-

Factors affecting the tax charge of future periods

Tax losses available to be carried forward by the Company at 31 December 2009 against future profits are estimated to comprise trading losses of approximately £695,000 and capital losses of approximately £2,825,000.

A deferred tax asset amounting to approximately £195,000 (31 March 2009: £118,000) has not been recognised in respect of accumulated losses, as there is insufficient evidence that the asset will be recovered in the foreseeable future. There were no factors that may affect future tax charges.

7. Loss per share

The calculation of basic loss per share is based on the loss attributable to ordinary shareholders, as split between continuing and discontinued activities, divided by the weighted average number of ordinary shares in issue being 332,768,383 (March 2009: 330,869,482) during the period. No option or warrant is potentially dilutive, and hence basic and diluted loss per share are the same.

As at 31 December 2009, there were warrants in issue over 11,403,051 ordinary shares which if exercised could potentially dilute future earnings per share.

8. Investment in subsidiary undertakings

		31 December 2009	31 March 2009
		£	£
Company
Cost brought forward		-	2,382,690
Intercompany balances capitalised during period		-	1,552,326
Disposed of during the period		-	(3,935,016)
Cost carried forward		-	-

During the prior period, to 31 March 2009, the Company disposed of all of its subsidiary undertakings, of which the principal entity was Energy Assets Limited.

 

Disposal of subsidiary undertakings

		£	£
Disposal proceeds in period to 31 March 2009			1,106,197
Costs of disposal		(72,990)
Investments disposed in the period		(3,935,016)
Amounts due from subsidiaries disposed		(15,286)
			(4,023,292)
Loss on disposal at 31 March 2009			(2,917,095)
Further proceeds received in period			75,714
Accumulated loss on disposal at 31 December 2009			(2,841,381)

9. Trade and other receivables

				31 December 2009	31 March 2009
				£	£
Other receivables				-	515,239
				-	515,239

'Other receivables' of £515,239 as at 31 March 2009 represented deferred consideration arising on the sale of Energy Assets Limited and was received in December 2009.

 

 

 

10. Called up share capital

				31 December 2009	31 March 2009
				£	£
Authorised
500,000,000 Ordinary shares of 1p each				5,000,000	5,000,000
Allotted issued and fully paid
Ordinary shares of 1p each			No. of Shares	Nominal value
				£
Opening balance as at 1 April 2009			332,768,383	3,327,684
Closing balance as at 31 December 2009			332,768,383	3,327,684

Significant shareholders are as disclosed in the Directors' Report. There is no overall controlling party.

Warrants

During the period to 31 December 2009 no warrants were granted. Warrants to subscribe for 11,403,051 new ordinary shares in the Company are in issue as follows:

 

		No. of warrants	Exercise price	Exercisable
John Shaw		600,000	1.0p	from 30 March 2005 to 29 March 2010
Martin Perrin		100,000	1.0p	from 30 March 2005 to 29 March 2010
Stephen Barclay		600,000	1.0p	from 30 March 2005 to 29 March 2010
Others		700,000	1.0p	from 30 March 2005 to 29 March 2010
Ruegg & Co Limited		2,000,000	1.5p	from 13 March 2007 to 13 March 2011
ICON EAM LLC		7,403,051	1.5p	from 13 March 2007 to 13 March 2011
		11,403,051

Warrants to subscribe to 2,000,000 new ordinary shares in the Company lapsed upon the passage of time in March 2010. The warrants outstanding at 31 December 2009 had a weighted average price of 1.4 pence and a weighted average remaining contractual life of 375 days.

 

11. Trade and other payables

				31 December 2009	31 March 2009
				£	£
Trade payables				15,758	5,274
Social security and other taxes				-	10,959
Other payables and accruals				25,820	17,685
				41,578	33,918

 

12. Capital commitments

There were no capital commitments authorised by the Directors or contracted for at 31 December 2009 (31 March 2009: £nil).

 

 

 

13. Contingent assets

On 9 January 2009, the Company sold its interest in Energy Assets Limited, a wholly owned subsidiary of the Company and its principal trading entity, to Macquarie Energy Assets Holdings Limited, a wholly owned subsidiary of Macquarie Group Limited, under terms which provided for an aggregate consideration of up to £1,848,572 payable in three tranches:

a. £590,953 of the consideration was paid to the Company at Completion in January 2009;

b. £590,953 of the consideration was paid to the Company in December 2009. Of this amount, £515,239 was unconditional (and accrued for in the period to 31 March 2009) and £75,714 had been conditional upon Alan McKeating and Philip Bellamy-Lee remaining in employment with Energy Assets Limited at 31 December 2009; and

c. up to £666,666 of additional consideration is payable to the Company on or about 30 June 2010 conditional upon the net profit attributable to the activities of Energy Assets Limited and Pulse 24 Limited (a wholly owned subsidiary of Macquarie Group Limited) for the financial year ended 31 March 2010 being equal to or exceeding £3,000,000. Of this amount, £151,428 is conditional upon Alan McKeating and Philip Bellamy-Lee remaining in employment with Energy Assets Limited at 30 June 2010 and to the extent that profit is less than £3,000,000, the payment will be scaled down proportionately.

 

14. Treasury policy and financial instruments

The Company operates informal treasury policies which include ongoing assessments of interest rate management and borrowing policy. The Board approves all decisions on treasury policy.

The Company has financed its activities by the raising of funds through the placing of shares together with warrants. There are no material differences between the book value and fair value of the financial assets.

The risks arising from the Company's financial instruments are liquidity and interest rate risk. The Directors review and agree policies for managing these risks and they are summarised below:

Liquidity and interest rate risk

The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. This is achieved by the close control of the Directors of the Company in the day to day management of liquid resources. Cash is invested in deposit accounts which provide a modest return on the Company's resources whilst ensuring there is limited risk of loss to the Company. The deposit accounts are held at Adam & Company Plc and the Company earns interest at rates that depend on the amount of money deposited at any one time.

There is no difference between the book values and fair values of the financial instruments in the current period or prior period.

 

15. Contingent liabilities

The Company sold the entire issued share capital of Energy Assets Limited to Macquarie Energy Assets Holdings Limited under a sale agreement, the terms of which provide for certain warranties to be given by the Company. It is not expected that any claim will arise thereunder.

 

16. Related party transactions

In the period ended 31 March 2009 the Company advanced loans of £324,628 to its subsidiary Energy Assets Limited, in addition to the balance already outstanding of £1,227,698. During that period the total amount of the loan of £1,552,326 was capitalised by Energy Assets Limited and the Company accepted 1,552,326 ordinary shares of £1 each in Energy Assets Limited to clear the debt. All the share capital in Energy Assets Limited was subsequently disposed and there was no remaining balance at 31 March 2009 or 31 December 2010.

 

Note to the announcement:

The extracts set out above do not constitute statutory accounts as defined in Section 435 of the Companies Act 2006 in respect of the accounts for the period to 31 December 2009 or by Section 240 of the Companies Act 1985 in respect of the accounts for the period to 31 March 2009.

 

This information is provided by RNS

The company news service from the London Stock Exchange