TIDMSEN
RNS Number : 8743K
Senterra Energy PLC
27 September 2016
For Immediate Release
27 September 2016
Senterra Energy plc
("Senterra" or the "Company")
Annual Report and Financial Statements
for the period ended 31 December 2015
Senterra is pleased announce its audited annual report and
financial statements for the period ended 31 December 2015 ("2015
Report"), extracts of which are set out below.
The Company's 2015 Report is being posted to shareholders today
and will shortly be made available from the Company's website at:
http://senterraenergy.com/
In addition, a copy of the 2015 Report will be uploaded to the
National Storage Mechanism and will be available for viewing
shortly at http://www.morningstar.co.uk/uk/NSM
The financial information set out below does not constitute the
Company's statutory accounts for the period ending 31 December
2015. The financial information for 2015 is derived from the
statutory accounts for that year. The auditors, Crowe Clark
Whitehill LLP, have reported on the 2015 accounts. Their report was
unqualified and did not include a reference to any matters to which
the auditors draw attention by way of emphasis without qualifying
their report.
For further information, please visit www.senterraenergy.com or
contact:
Senterra Energy plc (Company)
===================================== =================
+44 (0) 20 3137
Jeremy King 1904
===================================== =================
Optiva Securities Limited (Joint
Broker)
===================================== =================
+44 (0) 20 3137
Christian Dennis 1902
===================================== =================
Dowgate Capital Stockbrokers
Limited (Joint Broker)
===================================== =================
+44 (0) 1293 517
Jason Robertson and Neil Badger 744
===================================== =================
Beaumont Cornish Limited (Financial
Adviser)
===================================== =================
Roland Cornish and Felicity +44 (0) 20 7628
Geidt 3396
===================================== =================
Chairman's Statement
On behalf of the Board of Directors, it gives me great pleasure
to present the financial statements of Senterra Energy plc (the
"Company" or "Senterra") for the period ended 31 December 2015.
On 10 November 2015, Senterra's shares were admitted to the
Official List of the UK Listing Authority ("UKLA") by way of a
standard listing under Chapter 14 of the UKLA's Listing Rules and
to trading on the London Stock Exchange's main market
("Admission").
On Admission, the Company issued 25,000,000 new ordinary shares
at a price of 5 pence per share, raising GBP1.25 million before
expenses.
Senterra was formed to take control of or invest in businesses
within the oil and gas sector favouring companies with existing
production and revenues where there would be scope for growth and
attractive returns for shareholders.
Subsequent to the period end, following our announcement of 22
February 2016, the Company continued to both conduct due diligence
upon acquisition targets within the oil and gas sector and follow
up on expressions of interest by other parties with opportunities
outside that of the energy sector who had expressed interest in
working with Senterra to facilitate a public listing.
On 23 May 2016, we were therefore pleased to announce that the
Company had signed a non-binding letter of intent to acquire a
SIM-card technology business based in Singapore and dealings in the
Company's shares were, accordingly, suspended pending the
publication of a prospectus in relation to this transaction. Our
announcement referred to the possibility of a short-term loan being
provided by the Company to this business. However, to date, no loan
has been made by the Company.
As part of the work on this transaction, it was decided to
change the Company's accounting date to 31 December and accordingly
the results for the period from 5 June 2015 to 31 December 2015, as
previously announced as unaudited interims, have now been audited
and are herein presented as audited financial statements.
Due to the complexities of the business being acquired, the work
on preparing a prospectus has taken longer than originally
anticipated and whilst this is being finalised, the Board would
like to emphasise that it is managing its cash position in a
prudent manner.
We look forward to updating shareholders on progress on this
transaction shortly.
Kurt Portmann
Chairman
27 September 2016
Strategic Report
Strategy, objectives and business model
The Company has been formed to undertake a single acquisition of
a target company or business in the oil and gas sector. There is no
specific expected target value for an acquisition, although it is
likely that the Company will be targeting an acquisition in the
range of GBP1m to GBP5m.
Following Admission, the Company continued to make progress in
the identification and review of acquisition targets in the oil and
gas sector. However, as announced in February 2016, the Company had
been approached by a number of parties with opportunities outside
that of the energy sector who had expressed interest in working
with Senterra to facilitate a public listing. The Directors
believed that there were some potentially attractive businesses and
technologies amongst these proposals and accordingly on 29 July
2016 obtained Shareholders' approval to evaluate opportunities
outside of the oil and gas sector and to incur costs associated
with such pursuit.
In the meantime, on 23 May 2016, the Company announced that it
had signed a non-binding letter of intent to acquire a SIM-card
technology business based in Singapore and dealings in the
Company's shares were accordingly suspended pending the publication
of a prospectus in relation to this transaction, work on which is
ongoing.
Following completion of an acquisition, the objective of the
Company will be to operate the acquired business and implement an
operating strategy with a view to generating value for its
shareholders through operational improvements as well as
potentially through additional complementary acquisitions following
the acquisition. Following an acquisition, the Company intends to
seek re-admission of the enlarged group to listing on the Official
List and trading on the London Stock Exchange's main market for
listed securities.
Fair review of the business
After successfully listing on the London Stock Exchange's main
market on 10 November 2015, the share capital of the Company
increased to 27 million shares with the issue of 25 million shares
at 5p each raising gross proceeds of GBP1,250,000.
The Company's cash resources are sufficient for general
corporate purposes and pre-acquisition activities such as the
Company's on-going costs and expenses including Directors' fees and
salaries, due diligence costs and other costs of sourcing,
reviewing and pursuing acquisitions.
The Company continues to keep administrative costs to a minimum
so that the majority of funds can be dedicated to the review of and
potentially investment in, suitable projects.
Principal risks and uncertainties
The Directors have identified the following as the key risks
facing the business:
- The Oil and Gas sector - exploration, development and
production
The estimating of reserves and resources is a subjective process
and there is significant uncertainty in any reserve or resource
estimate. In addition, the exploration for and production of oil
and other natural resources is speculative and involves a high
degree of risk, in particular a company's operations may be
disrupted by a variety of tasks and hazards which are beyond its
control such as environmental regulation, governmental regulations
or delays, increase in costs and the availability of equipment or
services, and the volatility of oil and gas prices.
-The Company's relationships with the Directors
The Company is dependent on the Directors to identify potential
acquisition opportunities and to execute an acquisition, and the
loss of the services of the Directors could materially affect
it.
-Business Strategy
The Company is an entity with no operating history. The Company
may be unable to complete an acquisition or to fund the operations
of a target business if it does not obtain additional funding.
This report was approved by the Board of Directors on 27
September 2016 and signed on its behalf by:
Jeremy King
Director
Directors' Report
The Directors present their Annual Report together with the
financial statements of the Company for the period ended 31
December 2015.
An indication of the likely future developments in the business
of the Company are included in the Strategic Report.
Results and dividends
The results for the period are set out in the Statement of
Comprehensive Income. The Directors do not recommend the payment of
a dividend on the ordinary shares.
Financial instruments and risk management
An explanation of the Company's financial risk management
objectives, policies and strategies and information about the use
of financial instruments by the Company is given in note 12 to the
financial statements.
Key events
On 10 November 2015, the Company was successfully admitted to
Standard Listing on the Official List and to trading on the London
Stock Exchange's main market for listed securities.
As noted in the Strategic Report, on 23 May 2016, the Company
announced that it had signed a non-binding letter of intent to
acquire a SIM-card technology business based in Singapore and
dealings in the Company's shares were, accordingly, suspended
pending the publication of a prospectus in relation to this
transaction, work on which is ongoing.
Capital structure
Details of the issued share capital, together with details of
the movements in the Company's issued share capital during the
period, are shown in note 9 to the financial statements. The
Company has one class of ordinary shares which carry no right to
fixed income. Each ordinary share carries the right to one vote at
general meetings of the Company. The Deferred Shares carry an
entitlement to a non-cumulative annual dividend at a fixed rate of
0.1% of their nominal value, with no further right to participate
in the profits or assets of the Company, and carry no voting
rights. The Deferred Shares may all be redeemed by the Company for
an aggregate redemption payment of GBP1.
There are no specific restrictions on the size of a holding nor
on the transfer of shares, which are both governed by the general
provisions of the Articles of Association and prevailing
legislation. The Directors are not aware of any agreements between
holders of the Company's shares that may result in restrictions on
the transfer of securities or on voting rights.
No person has any special rights of control over the company's
share capital and all issued shares are fully paid.
With regard to the appointment and replacement of directors, the
company is governed by its Articles of Association, the Companies
Act 2006 and related legislation. The Articles themselves may be
amended by special resolution of the shareholders.
Directors
The Directors of the Company during the period were as
follows:
Alberto Cattaruzza (appointed 28 July 2015)
Jeremy King (appointed 5 June 2015)
Kurt Portmann (appointed 28 July 2015)
Directors' interests
As at 31 December 2015, the beneficial interests of the
Directors and their connected persons in the ordinary share capital
of the Company was as follows:
Number of % of Ordinary
Director Ordinary Shares Share Capital
Kurt Portmann 500,000 1.85%
Substantial shareholders
The following had interests of 3 per cent or more in the
Company's issued share capital as at 31 December 2015.
Number of % of
Party Name Ordinary Shares Share Capital
and Voting
Rights
Optiva Securities Limited 2,060,000 7.63%
Sebastian Marr 2,000,000 7.41%
Portmann Capital Management
Limited 1,000,000 3.70%
Peel Hunt Holdings Limited 1,004,790 3.72%
Momentous Trading Limited 977,300 3.62%
During the period between 31 December 2015 and 26 September
2016, the Company has been notified of the following voting rights
as a shareholder of the Company:
Number of % of
Party Name Ordinary Shares Share Capital
and Voting
Rights
Phil Terry 860,000 3.18%
Capital and returns management
The Directors believe that, following an acquisition, further
equity capital raisings may be required by the Company for working
capital purposes as the Company pursues its objectives. The amount
of any such additional equity to be raised, which could be
substantial, will depend on the nature of the acquisition
opportunities which arise and the form of consideration the Company
uses to make the acquisition and cannot be determined at this
time.
The Company expects that any returns for Shareholders would
derive primarily from capital appreciation of the Ordinary Shares
and any dividends paid pursuant to the Company's dividend
policy.
Dividend policy
The Company intends to pay dividends on the ordinary shares
following an acquisition at such times (if any) and in such amounts
(if any) as the Board determines appropriate in its absolute
discretion. The Company's current intention is to retain any
earnings for use in its business operations, and the Company does
not anticipate declaring any dividends in the foreseeable future.
The Company will only pay dividends to the extent that to do so is
in accordance with all applicable laws.
Corporate governance
In order to implement its business strategy, the Company has
adopted a corporate governance structure whereby the key features
of its structure are:-
-- The Company's Board of Directors comprises three
non-executive Directors. The Board is knowledgeable and experienced
and has extensive experience of making acquisitions.
-- Consistent with the rules applicable to companies with a
Standard Listing, unless required by law or other regulatory
process, shareholder approval is not required in order for the
Company to complete an acquisition. The Company will, however, be
required to obtain the approval of the Board of Directors, before
it may complete an acquisition.
-- The Board is not subject to the provisions of a formal
governance code and given its present size do not intend to
formally adopt any specific code, but will apply governance the
Directors consider to be appropriate, having due regard to the
principles of governance set out in the UK Corporate Governance
Code.
-- Until an acquisition is made, the Company will not have
separate audit and risk, nominations or remuneration committees.
The Board as a whole will instead review audit and risk matters, as
well as the Board's size, structure and composition and the scale
and structure of the Directors' fees, taking into account the
interests of shareholders and the performance of the Company, and
will 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.
-- The Corporate Governance Code recommends the submission of
all directors for re-election at annual intervals. None of the
Directors will be required to retire by rotation and be submitted
for re-election until the first annual general meeting of the
Company following an acquisition.
-- Following an acquisition, the Company may seek to transfer
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. If the Company is successful in
obtaining a Premium Listing, further rules will apply to the
Company under the Listing Rules and Disclosure and Transparency
Rules and the Company will be obliged to comply with the Model Code
and to comply or explain any derogation from the UK Corporate
Governance Code.
Statement as to Disclosure of Information to Auditors
The Directors confirm that:
-- there is no relevant audit information of which the Company's
statutory auditor is unaware; and
-- each Director has taken all the necessary steps he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Company's
statutory auditor is aware of that information.
Auditors
The auditors, Crowe Clark Whitehill LLP, have expressed their
willingness to continue in office and a resolution to reappoint
them will be proposed at the Annual General Meeting.
By order of the Board:
Jeremy King
Director
27 September 2016
Statement of Directors' Responsibilities
The Directors, whose names and functions appear on page 2 of the
2015 Report, are responsible for preparing the annual report and
the financial statements. The Directors are required to prepare
financial statements for the Company in accordance with
International Financial Reporting Standards ("IFRS") as adopted by
the EU.
International Accounting Standard 1 requires that financial
statements present fairly for each financial year the Company's
financial position, financial performance and cash flows. This
requires the faithful representation of transactions, other events
and conditions in accordance with the definitions and recognition
criteria for the assets, liabilities, income and expenses set out
in the International Accounting Standards Board's "Framework for
the Preparation and Presentation of Financial Statements". In
virtually all circumstances, a fair representation will be achieved
by compliance with all IFRS. Directors are also required to:
- select suitable accounting policies and then apply them consistently,
- present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information, and
- 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 Company's financial position and financial
performance.
The Directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time, the
financial position of the Company. They 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 maintenance and integrity of the Senterra website is the
responsibility of the Directors; 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 in the United Kingdom governing the preparation and
dissemination of the accounts and the other information included in
annual reports may differ from legislation in other
jurisdictions.
The Directors are responsible for preparing the Financial
Statements in accordance with the Disclosure and Transparency Rules
of the United Kingdom's Financial Conduct Authority ("DTR") and
with International Financial Reporting Standards as adopted by the
European Union.
The Directors confirm, to the best of their knowledge that:
-- the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company;
-- the Strategic and Directors' Report include a fair review of
the development and performance of the business and the financial
position of the Company, together with a description of the
principal risks and uncertainties that it faces; and
-- the annual report and financial statements, taken as a whole,
are fair, balanced and understandable and provide the information
necessary for shareholders to assess the company's performance,
business model and strategy.
This responsibility statement was approved by the Board of
Directors on 27 September 2016 and is signed on its behalf by:
Jeremy King
Director
Statement of Comprehensive Income
for the period from 5 June 2015 to 31 December 2015
2015
Note GBP
Continuing operations
Listing expenses (128,347)
Administrative expenses (23,563)
------------
Operating loss (151,910)
Interest payable and similar -
charges
------------
Loss before taxation 4 (151,910)
Taxation 5 -
Loss for the year (151,910)
Other comprehensive loss -
for the year
------------
Total comprehensive loss
for the year attributable
to the equity owners (151,910)
============
Earnings/(loss) per share
Basic and diluted (GBP per
share) 6 (0.02)
The notes to the financial statements form an integral part of
these financial statements.
Statement of Financial Position
as at 31 December 2015
2015
Note GBP
Assets
Current assets
Other receivables 7 1,109,294
Total current assets 1,109,294
----------
Total assets 1,109,294
==========
Equity and liabilities
Capital and reserves
Share capital 9 270,000
Share premium 945,501
Retained earnings (151,910)
Total equity 1,063,591
----------
Liabilities
Current liabilities
Other payables 8 15,703
Deferred shares 10 30,000
Total liabilities 45,703
----------
Total equity and liabilities 1,109,294
==========
The notes to the financial statements form an integral part of
these financial statements.
This report was approved by the board and authorised for issue
on 27 September 2016 and signed on its behalf by:
Jeremy King
Director
Registered number: 09624969
Statement of Changes in Equity
for the period from 5 June 2015 to 31 December 2015
Share capital Share premium Retained earnings Total
GBP GBP GBP GBP
Comprehensive income for the period
Loss during the period - - (151,910) (151,910)
Total comprehensive loss for the period (151,910) (151,910)
-------------- -------------- ------------------ ----------
Transactions with owners
Shares issued on incorporation 1 - - 1
Issue of new shares 269,999 1,000,000 - 1,269,999
Share issue costs - (54,499) - (54,499)
As at 31 December 2015 270,000 945,501 (151,910) 1,063,591
============== ============== ================== ==========
The notes to the financial statements form an integral part of
these financial statements.
Statement of Cash Flows
for the period from 5 June 2015 to 31 December 2015
2015
Note GBP
Cash flow from operating activities
Operating loss (151,910)
Changes in working capital
(Increase) in trade and other
receivables (1,109,294)
Increase in trade and other payables 15,703
Net cash used in operating activities (1,245,501)
------------
Cash flows from financing activities
Proceeds from issuance of shares,
net of issue costs 1,245,501
Net cash generated from financing
activities 1,245,501
------------
Increase in cash and cash equivalents -
Cash and cash equivalents at -
beginning of the period
Cash and cash equivalents at -
end of the period
============
Notes to the Financial Statements
The notes to the financial statements form an integral part of
these financial statements.
1. General Information
The Company was incorporated in the United Kingdom under the
Companies Act 2006 on 5 June 2015 and had not commenced substantive
operations during the period under review. The address of the
registered office of the Company is given on page 1 of the 2015
Report. The Company has been formed to take control of or invest in
businesses within the oil and gas sector.
2. Summary of Significant Accounting Policies
The Board has reviewed the accounting policies set out below and
considers them to be the most appropriate to the Company's business
activities.
a) Basis of Preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted for
use by the European Union, and effective, or issued and early
adopted, as at the date of these statements. The financial
statements have been prepared under the historical cost convention
as modified for financial assets carried at fair value.
b) Standards and interpretations issued but not yet applied
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.
c) Comparative figures
No comparative figures have been presented as the financial
information covers the period from incorporation to 31 December
2015.
d) Going concern
These financial statements have been prepared on a going concern
basis, which assumes that the Company will continue to be able to
meet its liabilities as they fall due for the foreseeable future.
The Company meets its day to day working capital requirements
through existing cash reserves. The Directors have prepared
projected cash flow information for a period of at least twelve
months from the date of their approval of the financial statements.
On the basis of this cash flow information, the Directors consider
that the company will continue to operate without the need for
additional financing. Therefore, the Directors consider it
appropriate to prepare the financial statements on a going concern
basis.
e) Cash and cash equivalents
The Company considers any cash on short-term deposits and other
short term investments to be cash equivalents.
f) Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheet date between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes. Deferred income tax liabilities
are recognised in full for all temporary differences. Deferred
income tax assets are recognised for all deductible temporary
differences carried forward of unused tax credits and unused tax
losses to the extent that it is probable that taxable profits will
be available against which the deductible temporary differences,
and carry-forward of unused tax credits and unused losses can be
utilised. The carrying amount of deferred income tax assets is
assessed at each balance sheet date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be
available to allow all or part of the deferred income tax asset to
be utilised. Unrecognised deferred income tax assets are reassessed
at each balance sheet date and are recognised to the extent that is
probable that future taxable profits will allow the deferred income
tax asset to be recovered.
g) Financial assets
Financial assets within the scope of IAS 39 are classified as
either:
i) financial assets at fair value through profit or loss
ii) loans and receivables
iii) held-to-maturity investments
iv) available-for-sale financial assets
The classification depends on the purpose for which the
financial assets were acquired. Management determines the
classification of its financial assets at initial recognition and
re-evaluates this classification at every reporting date.
As at the balance sheet date, the company did not have any
financial assets at fair value through profit or loss, nor in the
categories of held-to-maturity investments and available-for-sale
financial assets.
h) Financial liabilities and equity instruments
Classification as debt or equity
Financial liabilities and equity instruments issued by the
company are classified according to the substance of the
contractual arrangements entered into and the definitions of a
financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the company after deducting all of its
liabilities. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Incremental cost directly attributable to the issue of ordinary
shares, net of any tax effects, are recognised as a deduction from
equity.
Financial liabilities
Financial liabilities are classified as either financial
liabilities at fair value through profit or loss or financial
liabilities measured at amortised cost.
Financial liabilities are classified as at fair value through
profit or loss if the financial liability is either held for
trading or it is designated as such upon initial recognition
Other financial liabilities
Trade and other payables are initially measured at fair value,
net of transaction costs, and are subsequently measured at
amortised cost, where applicable, using the effective interest
method, with interest expense recognised on an effective yield
basis.
i) Derecognition of financial liabilities
The company derecognises financial liabilities when, and only
when, the company's obligations are discharged, cancelled or they
expire.
j) Segmental Reporting
The Directors are of the opinion that the business comprises of
a single economic activity, that of an investment company.
Therefore the financial information of the single segment is the
same as that set out in the company statement of comprehensive
income, company statement of financial position, the company
statement of changes to equity and the company statement of
cashflows.
k) Financial Risk Management Objectives and Policies
The Company does not enter into any forward exchange rate
contracts.
The main financial risks arising from the Company's activities
are cash flow interest rate risk, liquidity risk, price risk (fair
value) and credit risk. The Board reviews and agrees policies for
managing each of these risks and they are summarised as:
Cash Flow Interest Rate Risk - the Company's exposure to the
risk of changes in market interest rates relates primarily to the
Company's custodian accounts with the counterparty.
The Company's policy is to manage its interest income, when
received, using a mixture of fixed and floating rate deposit
accounts.
Liquidity Risk - the Company raises funds as required on the
basis of budgeted expenditure and inflows. When funds are sought,
the Company balances the costs and benefits of equity and debt
financing. When funds are received they are deposited with banks of
high standing in order to obtain market interest rates.
Price Risk - the carrying amount of the following financial
assets and liabilities approximate to their fair value due to their
short term nature: cash accounts, accounts receivable and accounts
payable.
Credit Risk - with respect to credit risk arising from other
financial assets of the Company, which comprise other receivables,
the Company's exposure to credit risk arises from default of the
counterparty, with a minimum exposure equal to the carrying amount
of these instruments. The maximum exposure to credit risk for
receivables and other financial assets are represented by their
carrying amount.
3. Critical accounting estimates and judgements
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.
The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the
basis of making the judgements about carrying values of assets and
liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates.
The Company's nature of operations is to act as a special
purpose acquisition company. This significantly reduces the level
of estimates and assumptions required.
4. Loss before income tax
The loss before income tax is stated after charging:
2015
GBP
Directors emoluments 6,000
Fees payable to the company's auditors
* Audit of the company's annual accounts 9,500
5. Income tax
Corporation tax is calculated at 20% of the estimated taxable
profit for the period.
The charge for the period can be reconciled to the loss in the
Statement of Comprehensive Income as follows:
2015
GBP
Loss before tax on continuing operations (151,910)
==============
Tax at the UK corporation tax rate of 20% (30,382)
Tax effect of expenses that are not deductible
in determining taxable profit 25,669
Change in unrecognised deferred tax assets 4,713
Tax charge for the period -
==============
The Company has accumulated trading losses of GBP24,000. No
deferred tax asset was recognised in respect to these accumulated
tax losses as there is insufficient evidence that the amount will
be recovered in future years.
6. Loss per share
The calculation of loss per share is based on the following loss
and number of shares:
Loss for the period from continuing GBP151,910
operations
-----------
Weighted average shares in issue 6,961,905
-----------
Loss per share GBP0.02
===========
Basic loss per share is calculated by dividing the loss for the
period from continuing operations of the company by the weighted
average number of ordinary shares in issue during the period.
There are no potential dilutive shares in issue.
7. Other receivables
2015
Current: GBP
Other receivables 1,106,129
Prepayments 3,165
----------
1,109,294
==========
Other receivables represent the net proceeds received from the
public placement, which were deposited at the custodian accounts of
the Company's advisors. Subsequent to the year end, these funds
were deposited in the Company's bank accounts.
8. Other payables
2015
Current: GBP
Accruals 15,703
=======
9. Share capital and share premium
Number Share Share
of shares capital premium
Issued and fully paid: GBP GBP
On incorporation 1 1 -
Issue of ordinary shares
- 12 October 2015 19,999 19,999 -
Subdivision of ordinary 1,980,000 - -
shares - 12 October 2015
Issue of ordinary shares
- 10 November 2015 25,000,000 250,000 1,000,000
Share issue costs - - (54,499)
----------- --------- ----------
27,000,000 270,000 945,501
=========== ========= ==========
On the incorporation date, the Company issued and allotted 1
Ordinary Shares of GBP1 to the Founder.
On 12 October 2015, the Company issued and allotted an
additional 19,999 Ordinary Shares of GBP1 for GBP19,999 to the
Founder. Subsequently, the Company subdivided each Ordinary Share
of GBP1 into 100 Ordinary Shares of GBP0.01 each.
On 10 November 2015, the Company's shares had been admitted to
trading on Main Market of the London Stock Exchange. The Company
has further issued 25 million ordinary shares of par value GBP0.01
each at GBP0.05 per share from the public placement for a total
consideration of GBP1,250,000, before issue costs.
At 31 December 2015, the total issued ordinary shares of the
Company were 27 million Ordinary Shares of GBP0.01 each.
10. Deferred shares
On 12 October 2015, the Company issued 30,000 Deferred Shares of
GBP1 for GBP30,000 to the Founder, which have an entitlement to a
non-cumulative annual dividend at a fixed rate of 0.1 per cent of
their nominal value. The Deferred Shares have no voting rights
attached to them, and may be redeemed in their entirety by the
Company for an aggregate redemption payment of GBP1.
The directors are of the opinion that the estimated fair value
of these compound financial instrument to be immaterial, hence no
equity element was recognised.
11. Directors emoluments
Details regarding Directors' remuneration can be found below.
The Directors are considered to be the key management.
Name of Director Remuneration detail GBP
Kurt Portmann Fee 2,000
Jeremy King Fee 2,000
Alberto Cattaruzza Fee 2,000
During the period to 31 December 2015 there were no staff costs
as no staff were employed by the company, other than the Directors
themselves.
12. Financial instruments
The Company's principal financial instruments comprise other
receivables and other payables. The Company's accounting policies
and method adopted, including the criteria for recognition, the
basis on which income and expenses are recognised in respect of
each class of financial assets, financial liability and equity
instrument are set out in note 2. The Company do not use financial
instruments for speculative purposes.
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
GBP
Financial assets
Loan and receivables
Other receivables 1,106,129
==========
Financial liabilities measured at amortised
costs
Deferred shares 30,000
==========
a) Financial risk
The Company's activities expose it to a variety of financial
risks: currency risk, credit risk, liquidity risk and cash ow
interest rate risk. The Company's overall risk management programme
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial
performance.
b) Liquidity risk
The Company regularly reviews its major funding positions to
ensure that it has adequate financial resources in meeting its
financial obligations. The Company takes liquidity risk into
consideration when deciding its sources of funds.
c) Credit risk
The Company does not have any major concentrations of credit
risk related to any individual customer or counterparty.
d) Capital risk management
The Company defines capital as the total equity of the Company.
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.
e) Fair value of financial assets and liabilities
There are no material differences between the fair value of the
Company's financial assets and liabilities and their carrying
values in the financial information.
13. Related party transactions
Key management are considered to be the Directors and key
management personnel compensation has been declared in note 11.
During the period, the Company did not enter into any material
transactions with other related parties.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR KMGZLNVLGVZM
(END) Dow Jones Newswires
September 27, 2016 02:00 ET (06:00 GMT)
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