28 Jun 2013 15:54
28 June 2013
ACORN MINERALS PLC
("Acorn" or the "Company")
Final Results for the year ended 31 March 2013 and notice of AGM
Chairman's Report
It is with pleasure that I present the inaugural annual report to shareholders.
The period under review is the 15 months from the date of incorporation to 31st March 2013.
During this period a lot has taken place including the flotation of the company on the London Stock Exchange.
Incorporated in December 2011 and being admitted to the Standard List of the London Stock Exchange is something we should all be proud of achieving.
Since listing, your Board has worked to fulfil our investment strategy of identifying opportunities in the mining, minerals & energy sectors, with consideration given to both conventional and alternative energy projects as well as mining and energy infrastructure projects.
To date we have reviewed 15 projects that meet these criteria. Of that 15 we are continuing to assess 3 projects where we think Acorn shareholders could benefit from some form of investment in those projects.
At the period end we have approximately ₤1.4m cash, no debt and continue to keep administration costs to a minimum so that maximum funds can be dedicated to the review and analysis of the suitability of any investment in up-coming projects.
Mr C Goodfellow
On behalf of
Mr A Brennan
Chairman
For further information, please contact:
Acorn Minerals Plc Tel: +61 8 9322 5944 www.acornminerals.com
Anthony Brennan, Executive Chairman
Shore Capital Tel: 020 7408 4090
Bidhi Bhoma / Toby Gibbs (corporate finance)
Jerry Keen (corporate broking)
Statement of Profit or Loss and Other Comprehensive Income
Period ended 31st March 2013
Note | 2013 £ |
Revenue | - |
Administrative costs | (101,546) |
Operating (Loss) | (101,546) |
Net finance costs 4 | 415 |
Exceptional items 5 | (143,421) |
(Loss) before taxation | (244,552) |
Taxation 7 | - |
(Loss) for the period attributable to owners of the company | (244,552) |
Total comprehensive income attributable to the owners of the company | (244,552) |
Loss per share 8 | |
Basic | (0.036) |
Diluted | (0.036) |
All activities of the company are classed as continuing
Statement of Financial Position
As at 31st March 2013
Note | 2013 £ |
CURRENT ASSETS
| |
Trade and other receivables 9 | 62,300 |
Cash and cash equivalents | 1,427,669 |
Total current assets | 1,489,969 |
LIABILITIES | |
Trade and other payables 10 | (67,844) |
Total current liabilities | (67,844) |
NET ASSETS | 1,422,125 |
EQUITY | |
Capital and reserves attributable to owners of the company | |
Share capital 11 | 285,760 |
Share premium 12 | 1,380,917 |
Retained earnings 13 | (244,552) |
1,422,125 | |
Statement of Changes in Equity
Period ended 31st March 2013
Shares issued | (Loss) for the period | Total | ||
£ | £ | £ | ||
Comprehensive Income | ||||
Loss for the period | (244,552) | (244,552) | ||
Transactions with owners | ||||
Shares issued | 285,760 | 285,760 | ||
Share premium | 1,473,788 | 1,473,788 | ||
Share issue costs | (92,871) | (92,871) | ||
Balance at 31st March 2013 | 1,666,677 | (244,552) | 1,422,125 | |
Statement of Cash Flows
Period ended 31st March 2013
2013 £ | |
Cash flows from operating activities | |
Operating (Loss) | (101,546) |
Exceptional item | (143,421) |
Increase in receivables | (26,300) |
Increase in payables | 67,844 |
Net cash used in operating cash flows | (203,423) |
Net cash used in cash flows from investing activities | |
Interest received | 415 |
Net cash generated from investing activities | 415 |
Cash flow from financing activities | |
Issue of share capital for cash | 1,723,548 |
Share issue costs | (92,871) |
Net cash generated from financing activities | 1,630,677 |
Net increase in cash and cash equivalents | 1,427,669 |
Net cash at start of the period | - |
Cash and cash equivalents at 31st March 2013 | 1,427,669 |
These financial statements were approved by the board of Directors and authorised for issue on 28th June 2013. They were signed on its behalf by:
Mr C Goodfellow
Director
Company Registration Number 07892904
Notes to the Financial Statements
1. Accounting policies
General information
The company was incorporated on 28th December 2011 in England and Wales and is domiciled in the UK. Its registered office and principal place of business is at Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD.
On 13th March 2012 the company re-registered as Acorn Minerals PLC and on 29th October 2012 was successfully listed on the London Stock Exchange under a Standard Listing.
These financial statements are the first set of financial statements prepared by Acorn Minerals PLC.
Basis of accounting
These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS as adopted and endorsed by the EU) and the Companies Act 2006 applicable to companies reporting under IFRS. These comprise standards and interpretations approved by the IASB together with interpretations approved by the IASC that remain in effect and to the extent that they have been adopted by the EU.
The financial statements have been prepared on the historical cost basis and are presented in pounds sterling.
Changes in accounting policies
The amendments arising from IAS1: Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income have been applied early.
None of the new standards, interpretations and amendments, which are effective for periods beginning after 1st January 2012 and which have not been adopted early, are expected to have a material effect on the company's future financial statements.
Critical accounting estimates and judgements
Key risks are detailed in note 6.
To be able to prepare financial statements according to generally accepted accounting principles, management and the Board must make estimates and assumptions that affect the recorded asset and liability items as well as other information, such as that provided on provisions. These estimates are based on historical experience and various other assumptions that management and the Board believe are reasonable under the circumstances. The results of these form the basis for making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
New standards and interpretations not yet adopted
At the date of approval of these financial statements, there were no standards endorsed but not yet adopted by the EU that would have a material impact on the company's results.
Notes to the Financial Statements (continued)
1. Accounting policies (continued)
Foreign currency
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are reported at the rates of exchange prevailing at that date. Transactions are recorded on a cash basis and as such no gains and losses arise.
Going concern
The company's activities, together with the factors likely to affect its future development and performance, the financial position of the company, its cash flows and liquidity position have been considered by the Directors, taking account of the current market conditions which demonstrate that the company shall continue to operate within its own resources.
The Directors believe that the company is well placed to manage its business risks successfully, and that the company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they consider it appropriate to adopt the going concern basis in preparing the Annual Report and Financial Statements.
Trade and other receivables
Trade and other receivables are recorded on a cash basis and are recorded at the value they are expected to be received. When objective evidence exists that the asset is impaired the estimated irrecoverable amount is written off to the Statement of Profit or Loss and Other Comprehensive Income.
Trade and other payables
Trade and other payables are recorded on a cash basis and are recorded at the value they are expected to be paid.
Taxation
Current tax including UK corporation tax is provided at amounts expected to be paid (or recovered) using rates and laws that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or a right to pay less or to receive more tax in the future at the balance sheet date.
Timing differences are differences between taxable profits and results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised on the financial statements.
Deferred tax assets are recognised only to the extent that the Directors consider that it is more likely than not there will be suitable taxable profits from which the future reversal of the underlying difference can be deducted.
Notes to the Financial Statements (continued)
1. Accounting policies (continued)
Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
Financial instruments
Financial assets and financial liabilities are recognised on the company's statement of financial position when the company has become party to the contractual provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short term highly liquid investments and bank overdrafts with an original maturity of three months or less. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.
Share capital
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or a financial asset.
The company's ordinary shares are classified as equity instruments.
Equity instruments
Where equity instruments are granted to persons other than employees, the statement of comprehensive income is charged with the fair value of goods and services received.
Exceptional items
Exceptional items are those which in the Directors view are required to be separately disclosed by virtue of their size and nature to enable a full understanding of the company's financial performance.
2. Result from operations
The entity has not yet commenced trading and as such there is no segmental activities to report on.
Results from operations are stated after charging:
2013
£
Auditors' remuneration
Fees payable for audit of accounts 8,500
Fees payable for other audit services 2,000
Fees payable for other non-audit services 9,750
20,250
3. Directors' remuneration
Directors received the following fees:
2013
£
A Brennan (Paid to Delta Capital Pty Ltd) 19,008
B Fitzpatrick (Paid to Ocean Developments Ltd) 6,000
C Goodfellow 7,000
32,008
Each of the Directors holds 150,000 share options. No options were exercised in the period. Other than the Directors there were no employees of the company.
4. Net finance costs
2013
£
Bank interest received on cash deposits 415
415
5. Exceptional item
2013
£
Listing costs 143,421
143,421
The exceptional item represents all costs associated with the listing on to the London Stock Exchange.
6. Financial instruments
The company is exposed through its operations to the following financial risks:
Principal financial instruments
The principal financial instruments used by the company, from which financial instrument risk arises, are as follows:
·; Cash and cash equivalents
A summary of the financial instruments held by category is provided below:
Financial Assets
Fair value through | Loans and | Available for | ||
Profit or Loss | Receivables | Re-sale | ||
2013 | 2013 | 2013 | ||
£ | £ | £ | ||
Other debtors | 62,300 | |||
Cash and cash equivalents
| - | 1,427,669 | - | |
Total financial assets | - | 1,489,969 | - | |
Financial Liabilities
Fair value through | Loans and | Available for | |
Profit or Loss | Payables | Re-sale | |
2013 | 2013 | 2013 | |
£ | £ | £ | |
Directors loan account | 8,000 | ||
Accruals | - | 59,844 | - |
Total financial liabilities | - | 67,844 | - |
The Board has overall responsibility for the determination of the company's risk management objectives and policies and, whilst retaining ultimate responsibility for them. The Board's ultimate objective is to set policies that seek to reduce risk as far as possible without unduly affecting the company's competitiveness and flexibility. Further details regarding these policies are set out below:
Interest rate risk
The company's exposure to interest rate risk is minimal. The company is not operating in an overdraft position.
Credit risk
Credit risk arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating 'A' are accepted.
Capital risk management
The company monitors "adjusted capital" which comprises all components of equity (i.e. share capital, share premium and retained earnings).
The company's objectives when maintaining capital are:
·; to safeguard the entity's ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders, and
·; to provide an adequate return by finding a suitable acquisition.
The company sets the amount of capital it requires in proportion to risk. The company manages its capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.
Liquidity risk
Liquidity risk arises from the company's management of working capital. It is the risk that the company will encounter difficulty in meeting its financial obligations as they fall due.
The proceeds raised from the placing are being held as cash deposits to enable the company to fund an acquisition as and when a suitable acquisition is found.
The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:
Under 3 3 - 12 Total
Months Months
£ £ £
As at 31st March 2013
Trade and other payables 2,500 65,344 67,844
2,500 65,344 67,844
Cash in bank
A significant amount of cash is held with the following institutions:
2013
£
HSBC PLC 1,427,669
1,427,669
Sensitivity analysis
Sensitivity analysis has been performed on all risks documented. There was no material difference to disclosures made on financial assets and liabilities.
7. Taxation
The tax charge comprises | |
Mainstream corporation tax deriving from profits / (losses) for the year at 24% | |
2013 £ | |
Current Tax Charge | - |
Deferred Tax | - |
Total tax on (Loss) from ordinary activities | - |
The tax charge for the period differs from that resulting from applying the standard rate of UK corporation tax of 24% to the profit before tax for the reasons set out in the following reconciliation.
2013 £ | |
Loss per the financial statements | (244,552) |
Loss by rate of tax | (58,692) |
Add items not deductible for tax | 34,421 |
Less Loss carried forward | 24,271 |
Tax charge per the accounts | - |
At 31st March 2013 the company had corporation tax losses of approximately £101,131. No deferred tax asset has been recognised in respect of these losses due to there being uncertainty as to whether sufficient future taxable profits will be generated by the company in the near future, to prudently justify this.
8. Loss per share
The calculation of the basic and fully diluted loss per share is based on the loss for the period after tax of £244,552 divided by the weighted average issued ordinary shares of 6,770,291.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The company has one category of dilutive potential ordinary shares being share options. The company has made a loss and the potential shares options are therefore anti-dilutive.
9. Trade and other receivables
2013
£
Unpaid share capital 36,000
Other debtors 26,300
62,300
All debtors are receivable within one year of the reporting date, and are reported after taking impairment into account. As at 31st March 2013 there was no provision in respect of impairment, and debts passed due amounted to £62,300. All amounts considered uncollectible have been written off.
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.
10. Trade and other payables
2013
£
Director's loan account 8,000
Accruals 59,844
67,844
The book values equate to their fair values.
11. Share capital
The company was incorporated on 28th December 2011 under the Companies Act 2006 with a share capital of 1,000,000 ordinary shares of £0.001 each.
A further 1,000,000 ordinary shares of £0.001 each were issued on 18th January 2012 at par.
On 29th February 2012, the company's shares were consolidated such that the 2,000,000 shares of £0.001 each were converted into 100,000 shares of £0.02 each.
On 8th March 2012, a further 2,400,000 shares of £0.02 each were issued at par. Each share was paid up to one quarter of its value.
On 16th August 2012, a further 4,048,750 shares of £0.02 each were issued pursuant to a private placing at £0.04 per share.
On 29th October 2012, a further 7,739,255 shares of £0.02 each were issued pursuant to a public listing at £0.20 per share.
Authorised, allotted and called up share capital:
Number | £ | |
On incorporation, ordinary shares of £0.001 each | 1,000,000 | 1,000 |
Issued 18th January 2012, ordinary shares of £0.001 each | 1,000,000 | 1,000 |
Shares in issue prior to consolidation | 2,000,000 | 2,000 |
Share consolidation 29th February 2012 to shares of £0.02 each | 100,000 | 2,000 |
Issued 8th March 2012, ordinary shares of £0.02 each | 2,400,000 | 48,000 |
Issued 16th August 2012, ordinary shares of £0.02 each | 4,048,750 | 80,975 |
Issued 29th October 2012, ordinary shares of £0.02 each | 7,739,255 | 154,785 |
14,288,005 | 285,760 |
At 31st March 2013, £12,000 of the shares issued on 8th March 2012 had been fully paid up. £36,000 remains unpaid. The amount of unpaid share capital remained unpaid as a result of a clerical error. However, as soon as this was identified in June 2013, the error was remedied and the relevant share capital was fully paid up.
Share options
The company has established an executive share option scheme, the Acorn Minerals PLC Share Option Scheme, under which the options have been granted to the Directors over ordinary shares. The Share option scheme was adopted by the board on 8th October 2012, and on that date each Director was awarded 150,000 options over Ordinary Shares at an exercise price of £0.20 per share. The options vested immediately upon the adoption of the Share option Scheme, and are exercisable for three years thereafter.
The options have been valued, using the Black Scholes method, in the Directors' view these are immaterial and as such the value has not been included in the financial statements.
As at the period end 450,000 share options remain available for exercise with the weighted average exercise price of £0.20. The weighted average remaining contractual life of the share options is 2.5 years.
12. Share premium account
£
Issue of shares 1,473,788
Share Issue costs ( 92,871)
________
At 31st March 2013 1,380,917
13. Retained earnings
£
Loss for the year ( 244,552)
________
At 31st March 2013 ( 244,552)
14. Related parties
Mr A Brennan, a Director of Acorn Minerals PLC is also a Director of Delta Capital Pty Ltd. Delta Capital Pty Ltd has entered into a Corporate Advisor Mandate with the company. During the year the following was paid to Delta Capital Pty Ltd:
Capital raising fees £54,225
Listing fees £38,000
Project travel costs reimbursed £19,850
Directors fees £19,008
£131,083
Included within accruals is an amount of £38,000 relating to fees for services provided by Delta Capital Pty Ltd.
Additionally, should Delta Capital Pty Ltd and/or Stellar Securities identify and introduce the company to business opportunities and the company takes up such opportunities, the company has agreed to pay Delta Capital Pty Ltd and Stellar Securities a success fee of £100,000 and to grant options that equal 2% of the enlarged issued capital of the company after the acquisition has been completed and any associated capital raisings have been completed.
At the year end the company owed Mr A Brennan £8,000. This loan was due to payments made to the company totalling £27,090 and repayments of £19,090. Subsequent to the year end the loan balance has been waived by the director.
Mr B Fitzpatrick, a Director of Acorn Minerals PLC is also a Director of Ocean Developments Ltd. During the period Directors' fees of £6,000 were paid to Ocean Developments Ltd on behalf of Mr B Fitzpatrick.
During the period Project fees of £2,000 and Directors fees of £7,000 were paid to Mr C Goodfellow, a Director of Acorn Minerals PLC.
Mr D Brennan and Mr T Brennan who are sons of Mr A Brennan each hold 25,000 shares in the company.
The Directors are the company's key personnel. Further details of Directors' remuneration are detailed in note 3.
15. Controlling party
The company is not directly or indirectly controlled by any single shareholder or group of shareholders who are connected.
16. Events after the reporting date
There have been no events occurring after the 31st March 2013 that impact on the disclosures in these financial statements.
17. Availability of Annual Report and Financial Statements and notice of AGM.
Copies of the Annual Report and Accounts for the year ended 31 March 2013 and the Notice of Annual General Meeting ("AGM") were posted to shareholders today.
The AGM is to be held at 16 Great Queen Street, London WC2B 5DG at 10 a.m. on Tuesday 23 July 2013.
A copy of the Annual Report and Accounts together with the AGM notice is available from the Company's website at http://www.acornminerals.com