TIDMOPRA
RNS Number : 2553E
Opera Investments plc
15 July 2016
FOR RELEASE 7 am 15 July 2016
Opera Investments plc
Unaudited Interim Results to 30 June 2016
Opera Investments plc ("Opera" or the "Company") is pleased to
announce its unaudited interim results for the six month period to
30 June 2016.
Chairman's Report
Dear Shareholders
It is with pleasure that I present the half-yearly report to the
shareholders of Opera Investments plc (the Company or Opera) for
the period to 30 June 2016.
From July 2015 to early May 2016, the Directors of Opera worked
continuously to seek to complete the potential Acquisition of
SoloPower Systems Holdings, Inc. (SoloPower) for the benefit of
Opera's shareholders. SoloPower is a portfolio company of Hudson
Clean Energy Partners ("Hudson").
On 3 May 2016, the Company received notification from Hudson
that SoloPower was seeking to fund itself without the requirement
for a public offering and London Listing. The Directors therefore
announced that the Acquisition would not proceed and announced that
the Heads of Terms Agreement with Hudson had been terminated. The
Directors maintain that it would have been very much in the best
interests of Opera's shareholders and worked as hard as possible to
complete the transaction. Following termination, the Company
recovered significant costs totalling GBP219,015 relating to the
transaction from Hudson, classified as other operating income in
these results.
On 15 July 2016, the Directors of Opera announced that it has
reached a heads of terms agreement with Highlands Natural Resources
plc ("Highlands"), to acquire all of the issued share capital of
Highland's subsidiary, Highlands Helium Development Limited. On 11
July 2016, the Directors announced that the agreement between Opera
and Highlands had been terminated as it did not fit within the
investment criteria of Opera. The Company incurred no material due
diligence costs relating to this potential transaction.
The Directors continue to identify and analyse suitable
investment opportunities in the mining and energy sectors that
could fit within the Company's investment strategy. We are
determined to deliver value for our shareholders and reiterate that
we will only proceed and commit the Company's cash resources to the
investigation of a potential acquisition on the identification of a
compelling transaction.
Further announcements will be made in due course and I look
forward to updating our shareholders on progress at the appropriate
time as soon as appropriate and possible.
Principal risks and uncertainties
The Board provides leadership within a framework of appropriate
and effective controls. The Board has set up, operates and monitors
the corporate governance values of the Company, and has overall
responsibility for setting the Company's strategic aims, defining
the business objectives, managing the financial and operational
resources of the Company and reviewing the performance of the
officers and management of the Company's business both prior to and
following an acquisition.
There have been no significant changes in the principal risks
and uncertainties as set out in the Company's prospectus dated 22
April 2015.
Paul Dudley
Chairman
14 July 2016
Unaudited statement of profit or loss and other comprehensive
income for the six month period to 30 June 2016
Note 1 Jan 2016 11 Nov 11 Nov 2014
to 30 June 2014 to 30 to 31 Dec
2016 June 2015 2015
GBP GBP GBP
Administrative costs (151,964) (26,823) (448,691)
Other operating income 4 219,015 - -
---------------------------------------------------------------------- ----- ------------ ----------- ------------
Operating Profit / (Loss) 67,051 (26,823) (448,691)
Net finance costs - - -
Profit / (Loss) before taxation 67,051 (26,823) (448,691)
Taxation - - -
---------------------------------------------------------------------- ----- ------------ ----------- ------------
Profit / (Loss) for the period attributable to owners of the company 67,051 (26,823) (448,691)
---------------------------------------------------------------------- ----- ------------ ----------- ------------
Total comprehensive income attributable to the owners of the company 67,051 (26,823) (448,691)
---------------------------------------------------------------------- ----- ------------ ----------- ------------
Profit / (Loss) per share GBP GBP GBP
Basic 5 0.004 (0.0016) (0.0358)
Diluted 5 0.004 (0.0016) (0.0358)
Unaudited statement of financial position as at 30 June 2016
Note 30 June 2016 30 June 2015 31 Dec 2015
GBP GBP GBP
------------------------------------------------------------ ----- ------------ ------------- -----------
CURRENT ASSETS
Cash 716,446 1,080,720 813,455
------------------------------------------------------------ ----- ------------ ------------- -----------
Total current assets 716,446 1,080,720 813,455
LIABILITIES
Trade and other payables (6,955) (16,412) (171,015)
------------------------------------------------------------ ----- ------------ ------------- -----------
Total current liabilities (6,955) (16,412) (171,015)
------------------------------------------------------------ ----- ------------ ------------- -----------
NET ASSETS 709,491 1,064,308 642,440
------------------------------------------------------------ ----- ------------ ------------- -----------
EQUITY
Capital and reserves attributable to owners of the company
Share capital 6 172,500 172,500 172,500
Share premium 918,631 918,631 918,631
Retained earnings (381,640) (26,823) (448,691)
------------------------------------------------------------ ----- ------------ ------------- -----------
709,491 1,064,308 642,440
------------------------------------------------------------ ----- ------------ ------------- -----------
Unaudited statement of changes in equity for the six month
period to 30 June 2016
Share capital Share premium Retained earnings Total
GBP GBP GBP GBP
Transactions with owners
Shares issued 172,500 1,080,000 1,252,500
Share issue costs - (161,369) - (161,369)
Total transactions with owners 172,500 918,631 - 1,091,131
Comprehensive Loss
(Loss) for the period ending 30 June 2015 - - (26,823) (26,823)
Total owners' equity at 30 June 2015 172,500 918,631 (26,823) 1,064,308
---------------------------------------------- -------------- -------------- ------------------ ----------
Comprehensive (Loss)
(Loss) for the period 1 July to 31 Dec 2015 - - (421,868) (421,868)
---------------------------------------------- -------------- -------------- ------------------ ----------
Total owners' equity at 31 December 2015 172,500 918,631 (448,691) 642,440
---------------------------------------------- -------------- -------------- ------------------ ----------
Comprehensive Profit / (Loss)
Profit for the period ending 30 June 2016 - - 67,051 67,051
---------------------------------------------- -------------- -------------- ------------------ ----------
Total owners' equity at 30 June 2016 172,500 918,631 (381,640) 709,491
---------------------------------------------- -------------- -------------- ------------------ ----------
Unaudited statement of cash flows for the six month period to 30
June 2016
1 Jan 2016 11 Nov 2014 to 30 June 2015 11 Nov 2014 to 31 Dec 2015
to 30 June 2016 GBP GBP
GBP
------------------------------------------ ---------------- ---------------------------- --------------------------
Cash flows from operating activities
Operating Profit / (Loss) 67,051 (26,823) (448,691)
(Decrease) / Increase in payables (164,060) 16,412 171,015
------------------------------------------ ---------------- ---------------------------- --------------------------
Net cash used in operating cash flows (97,009) (10,411) (277,676)
Net cash used in cash flows from
investing activities
Interest received - - -
------------------------------------------ ---------------- ---------------------------- --------------------------
Net cash generated from investing - - -
activities
------------------------------------------ ---------------- ---------------------------- --------------------------
Cash flow from financing activities
Issue of share capital for cash - 1,252,500 1,252,500
Share issue costs - (161,369) (161,369)
------------------------------------------ ---------------- ---------------------------- --------------------------
Net cash generated from financing
activities - 1,091,131 1,091,131
------------------------------------------ ---------------- ---------------------------- --------------------------
Net decrease in cash and cash equivalents (97,009) 1,080,720 813,455
Net cash at start of the period 813,455 - -
------------------------------------------ ---------------- ---------------------------- --------------------------
Cash and cash equivalents at period end 716,446 1,080,720 813,455
------------------------------------------ ---------------- ---------------------------- --------------------------
Notes to the interim accounts
For the period for the six month period to 30 June 2016
1. General information
Opera Investments Plc is a company incorporated in the United
Kingdom.
These condensed interim financial statements for the six month
period to 30 June 2016 have been prepared in accordance with the
Disclosure and Transparency Rules of the Financial Conduct
Authority and IAS 34 "Interim Financial Reporting" as adopted by
the European Union and do not constitute statutory accounts as
defined in Section 434 of the Companies Act 2006. Statutory
accounts for the year ended 31 December 2015 were approved by the
board of directors on 23 March 2016 and delivered to the Registrar
of Companies. The report of the auditors on those accounts was
unqualified, did not contain an emphasis of matter paragraph and
did not contain any statement under section 498 of the Companies
Act 2006. The Company prepares its annual financial statements in
accordance with International Financial Reporting Standards as
adopted by the European Union and these condensed interim financial
statements should be read in conjunction with the accounting
policies disclosed in the Company's annual financial statements for
the period ended 31 December 2015.
The half year results have not been audited or subject to review
by the Company's auditors.
2. Changes in accounting policies
The assessment of new standards, amendments and interpretations
issued but not effective, are not anticipated to have a material
impact on the financial statements.
3. 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 have sought to
minimise the transaction costs with respect to the abortive
acquisitions as set out in the Chairman's Report. In particular,
the Directors will continue to seek to ensure that abort fee
arrangements are in place and fees incurred by the Company in such
circumstances relating to potential acquisitions are also minimised
so as to preserve shareholder's funds, and can be met from current
liquid 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 these condensed financial
statements.
4. Other operating income
Other operating income relates to due diligence expenses that
were recovered for the benefit of the Company in accordance with a
terminated Heads of Agreement with Hudson Clean Energy Partners
relating to the potential acquisition of SoloPower Systems
Holdings, Inc.
5. Profit / (loss) per share
The calculation of the basic and fully diluted profit per share
is based on the profit for the period after tax of GBP67,051 (30
June 15: loss GBP(26,823); 31 December 15: loss GBP(448,691))
divided by the weighted average issued ordinary shares of
17,250,000 (December 2015: 12,537,805).
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 no dilutive instruments in existence.
6. Issued share capital
Allotted and called up share capital:
30 June 2016
GBP
17,250,000 Ordinary shares of GBP0.01 each 172,500
------------
7. Related parties
As set out in the Company's prospectus dated 22 April 2015
issued at the time of the listing of the Company's ordinary shares
on the London Stock Exchange (the Listing), HD Capital Partners Ltd
entered into a Corporate Advisor Mandate with the Company on the
Listing of the Company for the provision of certain corporate
services to the Company at a rate of GBP2,000 per month (plus
VAT).
Mr Paul Dudley, Chairman of Opera Investments plc is also a
Director of HD Capital Partners Ltd.
Since the Listing, Paul Dudley and Myles Campion have been paid
a director's fees of GBP1,500 per month each.
No directors' expenses were due at year end. In the period, Paul
Dudley incurred costs on behalf of the Company of GBP14,959
directly associated with due diligence which were repaid by the
Company. In the period, Myles Campion incurred costs on behalf of
the Company of GBP7,454 directly associated with due diligence
which were repaid by the Company.
8. Board approval
These interim results were approved by the Board of Opera
Investments plc on 14 July 2016.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Half Yearly
Report and the interim financial statements in accordance with the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority. The Directors are required to prepare interim
financial statements for the Group in accordance with International
Accounting Standard 34 "Interim financial reporting". Under company
law as if it applied to interim financial statements, the Directors
must not approve the interim financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and of its profit or loss for that
period.
International Financial Reporting Standards require that
financial statements present fairly for each period the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of the effects of
transactions, other events and conditions in accordance with the
definitions and recognition criteria for assets, liabilities,
income and expenses set out in the International Accounting
Standards Board's 'Framework for the Preparation and Presentation
of Financial Statements'. Directors are also required to:
-- select suitable accounting policies and apply them
consistently;
-- make judgements and accounting estimates that are reasonable
and prudent;
-- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
-- provide additional disclosures when compliance with the
specific requirements in IFRS is insufficient to enable users to
understand the impact of particular transactions, other events and
conditions on the entity's financial position and financial
performance; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume the Company will continue in
business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and which disclose with reasonable accuracy at any
time the financial position of the Company, and to enable them to
ensure that the interim financial statements comply with the
Companies Act 2006 as if it applied to interim financial
statements. The Directors are also responsible for safeguarding the
assets of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the Company website. Legislation in the United Kingdom governing
the preparation and dissemination of financial statements differs
from legislation in other jurisdictions.
DIRECTORS RESPONSIBILITY STATEMENT AND REPORT ON PRINCIPAL RISKS
AND UNCERTANTIES
We confirm to the best of our knowledge:
(a) The condensed set of financial statements have been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted by
the EU;
(b) The interim management report includes a fair review of the
information required by:
(1) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events that have occurred during the six
month period to 30 June 2016 and their impact on the condensed set
of financial statements; and a description of the principal risks
and uncertainties for the remaining six months of the year; and
(2) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the six month
period to 30 June 2016 of the current financial year and that have
materially affected the financial position or performance of the
entity during the period; and any changes in the related party
described in the last annual report that could do so.
Paul Dudley, Chairman
14 July 2016
Other Directors:
Myles Campion
This information is provided by RNS
The company news service from the London Stock Exchange
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