TIDMEML
RNS Number : 6149M
Emmerson PLC
30 April 2018
Emmerson PLC
Report and Financial Statements
Emmerson PLC announces its results for the nine month period
ended 31 December 2017.
For further information please contact:
FIM Capital Limited
Graham Smith Tel: +44 (0)1624 681250
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Directors' report
The Directors submit their report with the audited financial
statements for the nine month period ended 31 December 2017.
Business of the Company
The Company was incorporated in the Isle of Man under the Laws
with registered number 013301V on 1 March 2016. All of the
Company's Ordinary Shares were admitted to the London Stock
Exchange's Main Market and commenced trading on 15 February
2017.
Emmerson PLC ("the Company") objective was to acquire an
exploration or production company or business in the natural
resources sector with either all or a substantial portion of its
operations in South East Asia, Africa, and the Middle East. On 16
October 2017, the Company entered into a binding Memorandum of
Understanding with the board and principal shareholders of Moroccan
Salts Limited ("MSL") regarding a proposed acquisition of 100% of
the share capital of MSL by way of a reverse takeover (the
"Acquisition").
The Company has changed its accounting year-end to 31 December,
to be consistent with that of MSL. Consequently, these financial
statements cover a nine month period only.
Results for the period and distributions
The total comprehensive loss attributable to the equity holders
of the Company for the period was GBP207,490 (31 March 2017:
GBP199,789).
The Company paid no distribution during the period.
Business performance for the period
During the financial period the Company made a loss per share of
0.43 pence (13 months to 31 March 2017: a loss per share of 1.31
pence per share).
The Acquisition of MSL
MSL is a British Virgin Islands registered company focussed on
developing the Khemisset potash project located near Rabat in
northern Morocco (the "Project"). MSL has a substantial ground
position in, and extensive technical information on the Khemisset
potash basin, and has recently conducted confirmatory drilling on
the project area. Both the recent and historic drilling results
inform the view of MSL, shared by the Company, that the Project
could emerge as a top tier global potash mine with potential to
return substantial gains for new and existing shareholders.
The Board of Directors (the Board") of the Company have agreed,
subject to General Meeting approval, to acquire the entire share
capital of MSL for total consideration of GBP10,000,000, to be
satisfied in full by the issue of 333,333,333 new shares of the
Company each at an implied price of GBP0.03 per share. In addition,
if the Acquisition completes the Company will take on certain
liabilities of MSL and concurrent with the acquisition raise
working capital for the enlarged group to take the Project forward.
A budget and work programme for the Project has now been agreed,
the quantum of the fundraise at the date of this announcement is
GBP6,000,000 through the issue of a further 200,000,000 new shares
of the company each at GBP0.03 per share.
The Directors believe that the Acquisition would be in the best
interests of all shareholders.
Financial risk management
The Company's principal financial instruments comprise cash
balances and accounts payable arising in the normal course of its
operations.
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
As at 31 December 2017 there is no significant exposure to
liquidity, price or cash flow risk the only credit risk applicable
is over the cash balance which is held with a reputable bank.
Subsequent events
Details of significant events that have occurred since 31
December 2017 are provide in note 9 to these financial
statements.
Future Developments
The Company was incorporated to acquire a natural resources deal
which the board believes will deliver significant return to
investors. Shareholders will be given a chance to vote on the
Moroccan Salts Limited acquisition and additional fundraise Friday
the 29(th) May at the Companies General Meeting.
Principal risks and uncertainties
The Directors consider that the following are the principal risk
factors that could materially and adversely affect the Company's
future operating results or financial position:
-- Deterioration in Moroccan economic conditions or in the
potash market in particular. There is a risk that changes in the
relevant law and legislation could have an adverse effect on the
Company's future performance, expected return and or feasibility of
the project.
-- General economic risk - the Company is exposed to general
economic risk, including changes in the economic outlook in its
principal markets and government changes in industrial, fiscal,
monetary or regulatory policies.
-- Performance risk - the Company is exposed to the risk that
the performance of the project. The Company limits this risk by
having regular updates with key stakeholders to monitor and react
to any significant developments.
The Directors are confident that they have put in place a strong
management team capable of dealing with the above issues as they
arise.
Directors
The Directors who held office during the period and to the date
of this report, together with details of their interest in the
shares of the Company at 31 December 2017 and the date of this
report were:
Number of ordinary
shares
Appointed 1 March
Cameron Pearce (Chairman) 2016 6,000,001
Appointed 1 March
Sam Quinn 2016 3,000,001
Ed McDermott Appointed 21 June -
2016
Details of the Directors' fees are given in note 5 to the
accounts.
Substantial shareholders
No single person directly or indirectly, individually or
collectively, exercises control over the Company. The Directors are
aware of the following persons, who had an interest in 3% or more
of the issued ordinary share capital of the Company as at 31
December 2017:
Shareholder % of issued share capital of the Company
Jim Nominees Limited 31.98%
Cameron Pearce 12.45%
Thomas Grant and Company Nominees Limited 8.99%
Pershing Nominees Limited 8.99%
Sam Quinn 6.23%
Winterflood Securities Limited 4.72%
Nomura Custody Nominees Limited 3.11%
Director
30 April 2018
Corporate Governance Statement
As a company with a Standard Listing, the Company is not
required to comply with the provisions of the Corporate Governance
Code. Although, the Company does not comply with the UK Corporate
Governance Code, the Company intends to adopt corporate governance
procedures, their Model Code, as are appropriate for the size and
nature of the Company and the size and composition of the Board.
The company has not chosen a apply a particular corporate
governance code, as the directors consider that the most widely
recognised codes are not appropriate for companies with limited
board resources. These corporate governance procedures have been
selected with due regard to for the provisions of the Corporate
Governance Code insofar as is appropriate. A description of these
procedures is set out below:
-- No Director will be required to submit for re-election until
the first annual general meeting of the Company following the
Acquisition.
-- Until the Acquisition is completed, the Company will not have
nomination, remuneration, audit or risk committees. The Board as a
whole will instead review its size, structure and composition, the
scale and structure of the Directors' fees (taking into account the
interests of Shareholders and the performance of the Company), take
responsibility for the appointment of auditors and payment of their
audit fee, monitor and review the integrity of the Company's
financial statements and take responsibility for any formal
announcements on the Company's financial performance. Following the
Acquisition, the Board intends to put in place nomination,
remuneration, audit and risk committees.
-- The Board has a share dealing code that complies with the
requirements of the Market Abuse Regulations. All persons
discharging management responsibilities comply with the share
dealing code from the date of Admission.
-- Following the Acquisition and subject to eligibility, the
Directors may, in future, seek to transfer the Company from a
Standard Listing to either a Premium Listing or other appropriate
listing venue, based on the track record of the company or business
it acquires, subject to fulfilling the relevant eligibility
criteria at the time. However, in addition to or in lieu of a
Premium Listing, the Company may determine to seek a listing on
another stock exchange. Following such a Premium Listing, the
Company would comply with the continuing obligations contained
within the Listing Rules and the Disclosure and Transparency Rules
in the same manner as any other company with a Premium Listing.
The Directors are responsible for internal control in the
Company and for reviewing its effectiveness. Due to the size of the
Company, all key decisions are made by the Board in full. The
Directors have reviewed the effectiveness of the Company's systems
during the period under review and consider that there have been no
material losses, contingencies or uncertainties due to the weakness
in the controls. The Board will be responsible for taking all
proper and reasonable steps to ensure compliance with the Model
Code by the Directors.
Reappointment of auditor
The auditors, Crowe Clark Whitehill LLP, have indicated their
willingness to continue in office and a resolution seeking to
reappoint them will be proposed at the Annual General Meeting.
On behalf of the Board
Cameron Pearce
Director
30 April 2018
Statement of Directors' responsibilities in respect of the
Directors report and the financial statements
The Directors are responsible for preparing the Directors'
Report and the financial statements in accordance with applicable
law and regulations. In addition, the Directors have elected to
prepare the financial statements in accordance with International
Financial Reporting Standards ("IFRSs"), as adopted by the European
Union ("EU").
The financial statements are required to give a true and fair
view of the state of affairs of the Company and of the profit or
loss of the Company for that period.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements ; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping proper accounting records that are sufficient to
show and explain the Company's transactions and disclose with reasonable accuracy at any time
its financial position. They have general responsibility for taking such steps as are reasonably
open to them to safeguard the assets of the Company and to prevent and detect fraud and other
irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website; the work carried out by the auditors does not
involve the consideration of these matters and, accordingly, the
auditors accept no responsibility for any changes that may have
occurred in the accounts since they were initially presented on the
website. Legislation governing the preparation and dissemination of
financial statements may differ from one jurisdiction to
another.
We confirm that to the best of our knowledge:
* the financial statements, prepared in accordance with
International Financial Reporting Standards as
adopted by the EU, give a true and fair view of the
assets, liabilities, financial position and profit or
loss of the company;
-- the director's report includes a fair review of the
development and performance of the business and the position of the
company, together with a description of the principal risks and
uncertainties that they face.
By Order of the Board
Cameron Pearce
Director
30 April 2018
Report of the Independent Auditors
Opinion
We have audited the financial statements of Emmerson plc for the
period ended 31 December 2017, which comprise:
-- The statement of comprehensive income for the period ended 31 December 2017
-- the statement of financial position as at 31 December 2017 ;
-- the statement of cash flows for the period then ended;
-- the statement of changes in equity for the period then ended; and
-- the notes to the financial statements, including a summary of
significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
In our opinion:
-- the financial statements give a true and fair view of the
state of the Company's affairs as at 31 December 2017 and of the
loss for the period then ended;
-- the financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the Company
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard, and we have fulfilled our other ethical
responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following matters in
relation to which ISAs (UK) require us to report to you when:
-- The directors' use of the going concern basis of accounting
in the preparation of the financial statements is not appropriate;
or
-- The directors have not disclosed in the financial statements
any identified material uncertainties that may cast significant
doubt about the Group's or the parent company's ability to continue
to adopt the going concern basis of accounting for a period of at
least twelve months from the date when the financial statements are
authorised for issue.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the concept of
materiality. An item is considered material if it could reasonably
be expected to change the economic decisions of a user of the
financial statements. We used the concept of materiality to both
focus our testing and to evaluate the impact of misstatements
identified.
Based on our professional judgement, we determined overall
materiality for the financial statements as a whole to be
GBP17,000, based on a percentage (3%) of net assets.
We use a different level of materiality ('performance
materiality') to determine the extent of our testing for the audit
of the financial statements. Performance materiality is set based
on the audit materiality as adjusted for the judgements made as to
the entity risk and our evaluation of the specific risk of each
audit area having regard to the internal control environment.
Where considered appropriate performance materiality may be
reduced to a lower level, such as, for related party transactions
and directors' remuneration.
We agreed with the Board to report to it all identified errors
in excess of GBP850. Errors below that threshold would also be
reported to it if, in our opinion as auditor, disclosure was
required on qualitative grounds.
Overview of the scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements. In particular, we focussed on where the directors made
subjective judgements. However as the trading activity of the
company was minimal in the period under review we did not identify
any significant subjective judgements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to
fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the
engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters.
Given the nature of the company and the lack of significant
estimates and judgements we did not consider there to be any key
audit matters.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we
have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Responsibilities of the directors for the financial
statements
As explained more fully in the directors' responsibilities
statement 7, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor's report.
Use of our report
This report is made solely to the company's members, as a body.
Our audit work has been undertaken so that we might state to the
company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Matthew Stallabrass (Senior Statutory Auditor)
for and on behalf of
Crowe Clark Whitehill LLP
Statutory Auditor
London
30 April 2018
Statement of Comprehensive Income
for the nine month period ended 31 December 2017
9 months to 31 Dec 2017 13 months to 31 Mar 2017
Notes GBP GBP
Administrative fees and other expenses 5 (207,490) (199,801)
------------------------ -------------------------
Operating loss (207,490) (199,801)
Finance revenue - 12
Loss before tax (207,490) (199,789)
Income tax - -
Loss for the period and total comprehensive loss for
the period (207,490) (199,789)
------------------------ -------------------------
Basic and diluted loss per share (pence) 6 (0.43) (1.21)
There was no other comprehensive income for the period ended 31
December 2017.
The accompanying notes form an integral part of the financial
statements.
Statement of Financial Position as at 31 December 2017
Notes As at 31 Dec 2017 As at 31 Mar 2017
GBP GBP
Current assets
Cash and cash equivalents 564,788 796,961
Prepayments 10,045 7,053
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Total current assets 574,833 804,014
Current liabilities
Trade and other payables 15,240 36,931
------------------ ------------------
Total current liabilities 15,240 36,931
Net assets 559,593 767,083
------------------ ------------------
Equity
Stated capital 7 966,872 966,872
Retained earnings (407,279) (199,789)
------------------ ------------------
Total equity 559,593 767,083
------------------ ------------------
The accompanying notes form an integral part of the financial
statements.
The financial statements were approved and authorised for issue
by the Board of Directors on 30 April 2018 and were signed on its
behalf by:
Cameron Pearce Sam Quinn
Director Director
Statement of Changes in Equity
for the nine month period ended 31 December 2017
Stated capital Retained earnings Total equity
GBP GBP GBP
Balance as at 1 March 2016 on incorporation 2 - 2
Total comprehensive loss during the thirteen months to 31 March
2017
Loss for the period - (199,789) (199,789)
--------------- ------------------ -------------
Total comprehensive loss - (199,789) (199,787)
Contributions from equity holders
Ordinary shares issued 1,132,997 - 1,132,997
Ordinary share issue costs (166,127) - (166,127)
--------------- ------------------ -------------
Total contributions from equity holders 966,870 - 966,870
Balance as at 31 March 2017 966,872 (199,789) 767,083
--------------- ------------------ -------------
Total comprehensive loss during the nine months to 31 December
2017
Loss for the period - (207,490) (207,490)
--------------- ------------------ -------------
Total comprehensive loss - (207,490) (207,490)
Contributions from equity holders
New shares issued - - -
Share issue costs - - -
--------------- ------------------ -------------
Total contributions from equity holders - - -
Balance as at 31 December 2017 966,872 (407,279) 559,593
--------------- ------------------ -------------
The accompanying notes form an integral part of the financial
statements.
Statement of Cash Flows
for the thirteen month period ended 31 December 2017
Notes 9 months to 31 Dec 2017 13 months to 31 Mar 2017
GBP GBP
Operating activities
Loss after tax (207,490) (199,789)
Changes in working capital
Increase in trade and other receivables (2,992) (7,053)
(Decrease)/increase in trade and other payables (21,691) 36,931
------------------------ -------------------------
Net cash flows from operating activities (232,173) (169,911)
Financing activities
Ordinary shares issued (net of issue costs) 7 - 966,872
------------------------ -------------------------
Net cash flows from financing activities - 966,872
(Decrease)/Increase in cash and cash equivalents (232,173) 796,961
Cash and cash equivalents at the beginning of the
period 796,961 -
Cash and cash equivalents at 31 December 2017 564,788 796,961
------------------------ -------------------------
The accompanying notes form an integral part of the financial
statements.
1. General information
Emmerson plc (the "Company") is a company incorporated and
domiciled in the Isle of Man.
The principal activities of the Company are described in
Directors' report. The Company had no employees during the period
other that Directors.
The comparatives in the financial statements is for the thirteen
month period from incorporation to the year end of 31 March
2017.
During the year, the company changed its year end to 31 December
2017 to align it with the accounting period of the target company.
Therefore, the period to 31 December 2017 is for nine months
only.
2. Basis of preparation
2.1 Statement of compliance
These financial statements have been prepared in accordance with
and comply with International Financial Reporting Standards
("IFRS") as adopted by the European Union, International Financial
Reporting Interpretations Committee ("IFRIC") interpretations and
the Isle of Man Companies Act 2006.
2.2 Basis of preparation
The financial statements have been prepared on a historical cost
basis.
2.3 Going concern
The Company's business activities, together with the factors
likely to affect its future development, performance and positions
are set out in the Chairman's Statement.
The Company is an investment company, and currently has no
income stream until a suitable acquisition is identified. It is
therefore dependent on its cash reserves to fund ongoing costs.
The Directors have reviewed the Company's ongoing activities
including its future intentions in respect of acquisitions and
having regard to the Company's existing working capital position
and its ability to potentially raise finance, if required, the
Directors are of the opinion that the Group has adequate resources
to enable it to continue in existence for a period of at least 12
months from the date of these financial statements.
2.4 Use of estimates and judgments
The preparation of financial statements in accordance with the
standards and interpretations noted in section 2.1 above requires
management to make judgments, estimates and assumptions that affect
the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ
from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing
basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised and in any future periods
affected. The areas involving a higher degree of judgment or
complexity, or areas where assumptions and estimates are
significant to the financial statements are disclosed in note
4.
2.5 Future changes in accounting policies
At the date of authorisation of this financial information, the
directors have reviewed the Standards in issue by the International
Accounting Standards Board ("IASB") and IFRIC, which are effective
for annual accounting periods ending on or after the stated
effective date. In their view, none of these standards would have a
material impact on the financial reporting of the Company.
The directors do not expect that the adoption of these standards
will have a material impact on the financial statements of the
company. IFRS 9 may impact the measurement of financial instruments
in the future.
3. Significant accounting policies
The principal accounting policies applied in the preparation of
these financial statements are set out below:
3.1 Foreign currency
Transactions in foreign currencies are translated to the
functional currency at the exchange rates ruling at the dates of
the transactions. Monetary assets and liabilities denominated in
foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date. Exchange
differences arising on translation are recognised in profit or
loss.
3.2 Earnings per share
The Company presents basic and diluted earnings per share
("EPS") data for its ordinary shares. Basic EPS is calculated by
dividing the profit or loss attributable to ordinary shareholders
of the Company by the weighted average number of ordinary shares
outstanding during the period. Diluted EPS is calculated by
adjusting the earnings and number of shares for the effects of
dilutive potential ordinary shares.
3.3 Income tax
Income tax expense comprises current tax and deferred tax.
Current income tax
Current tax is recognised in profit or loss, being resident in
the Isle of Man, a 0% rate of corporate income tax applies to the
Company.
Deferred income tax
Deferred income tax is recognised on temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the financial statements. Deferred income tax
assets and liabilities are measured on an undiscounted basis at the
tax rates that are expected to apply to the period when the related
asset is realised or the liability is settled, based on tax rates
(and tax laws) that have been enacted or substantively enacted at
the date of the Statement of Financial Position.
3.4 Financial instruments
Financial assets and financial liabilities are recognised when
the Company becomes a party to the contractual provisions of a
financial instrument. Financial assets and financial liabilities
are offset if there is a legally enforceable right to set off the
recognised amounts and interests and it is intended to settle on a
net basis.
3.5 Cash and cash equivalents
Cash and cash equivalents in the statement of financial position
comprise cash at bank balances only. For the purpose of the
statement of cash flows, cash and cash equivalents consist of bank
balances only.
4. Significant accounting judgements, estimates and assumptions
Key sources of estimation uncertainty
The preparation of financial statements in conformity with IFRS
requires management to make estimates and assumptions that affect
the reported amounts of income, expenditure, assets and
liabilities. Estimates and judgements are continually evaluated,
including expectations of future events to ensure these estimates
to be reasonable.
At present the Company is looking to acquire an exploration or
production company or business in the natural resources sector. As
the Company currently has no trading or investing activities, nor
does it hold any significant assets other than cash balances, there
are no accounting matters which are subject to estimate or
judgement.
5. Administrative fee and other expenses
9 months to 13 months
31 Dec 2017 to
31 Mar 2017
GBP GBP
Directors' remuneration 70,000 50,000
Professional fees 60,473 77,646
Listing fees 20,833 31,755
Audit fees 10,800 14,400
Administration fees 13,500 11,250
Broker fees 17,038 2,964
Miscellaneous fees 14,846 11,786
Total 207,490 199,801
------------- -------------
The company did not employ any staff during the period other
than Directors. The Directors are the only members of Key
Management and their remuneration related solely to short term
employee benefits.
6. Loss per share
The calculation of the basic and diluted loss per share is based
on the following data:
9 months to 13 months to
31 Dec 2017 31 Mar 2017
---------------------------------------------------------------------------------------- ------------- -------------
Earnings
Loss from continuing operations for the period attributable to the equity holders of
the Company
(GBP) (207,490) (199,789)
Number of shares
Weighted average number of ordinary shares for the purpose of basic and diluted
earnings per
share 48,183,344 16,505,162
---------------------------------------------------------------------------------------- ------------- -------------
Basic and diluted loss per share (pence) (0.43) (1.21)
---------------------------------------------------------------------------------------- ------------- -------------
There are no potentially dilutive shares in issue.
7. Stated capital
Number of Ordinary Stated capital Total share
shares issued capital
and fully paid
GBP GBP
At 1 March 2016
on incorporation 2 2 2
Issue of shares 48,183,342 966,870 966,870
At 31 March 2017 48,183,344 966,872 966,872
------------------- ------------------- --------------- ------------
Issue of shares - - -
At 31 December
2017 48,183,344 966,872 966,872
------------------- ------------------- --------------- ------------
The Ordinary Shares issued by the Company have a no par value
and each Ordinary Share carries one vote on a poll vote.
On incorporation on 1 March 2016, the Company issued 2 Ordinary
Shares of no par value to the Founders at par for cash
consideration of GBPnil.
On 6 April 2016, the Company issued 9,000,000 Ordinary Shares of
no par value to the Founders at 0.5p each for cash consideration of
GBP45,000.
During the period from 19 April 2016 to 15 August 2016, the
Company issued 8,750,100 Ordinary Shares of no par value to certain
unrelated investors at 2p each for cash consideration of
GBP175,000.
On 15 February 2017, on admission to the standard list of the
London Stock Exchange, the company issued 30,433,242 of no par
value at 3p each for cash consideration of GBP912,997.
In the prior year, the issue of shares is stated net of share
issue costs. The allocation of joint costs between the issuing of
equity and acquiring the exchange listing as part of the admission
process is a matter of judgement. The Directors had regard to the
number of shares issued on listing as a proportion of the total
shares in issue after the listing and following this exercise
GBP109,000 was recognised in the statement of comprehensive income
and GBP166,000 directly in equity.
8. Financial instruments
8.1 Categories of financial instruments
As at As at 31
31 Dec 2017 Mar 2017
GBP GBP
Financial assets
Cash and cash equivalents 564,788 796,961
Financial liabilities
Trade and other payables at cost 15,240 36,931
Financial liabilities held at cost are made up of trade and
other payables of GBP4,440 (31 Mar 2017:GBP6,351) and accruals of
GBP10,800 (31 Mar 2017:GBP28,400).
8.2 Financial risk management objectives and policies
The Company's cash balances are held with a major UK clearing
bank.
As all monetary assets and liabilities and all transactions of
Company are denominated in its functional currency, the director
considers the Company is not exposed to significant foreign
currency risk.
The Company will implement appropriate foreign currency risk
management procedures upon completion of the Acquisition.
9. Events after the reporting date
No such events have been noted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSDSFLSFASEFL
(END) Dow Jones Newswires
April 30, 2018 10:28 ET (14:28 GMT)
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