Final Results
26 June 2008 - 9:51PM
UK Regulatory
RNS Number : 6148X
Xceldiam Limited
26 June 2008
XCELDIAM LIMITED
("Xceldiam" or the "Company")
Preliminary Results for the Twelve Months ended 31 December 2007
CHAIRMAN'S STATEMENT
On 19 March 2007, following shareholder approval at an Extraordinary Meeting of Xceldiam shareholders, the entire issued share capital
of Xceldiam's subsidiary, Frannor BVI (which held all of Xceldiam's assets), was sold to Petra Diamonds Limited ("Petra") (the "Disposal").
Petra issued 19,674,584 new shares ("the Consideration Shares") to Xceldiam, representing 12.18% of Petra's current issued share capital in
consideration of the deal.
The Consideration Shares were, in turn, distributed to shareholders of Xceldiam by way of a dividend in specie ("the Dividend"). Through
the Disposal and subsequent Dividend, Xceldiam shareholders were given the opportunity to maintain their interest in Frannor BVI's Luangue
project, as well as having an interest in Petra's other operations.
Following the completion of the Disposal, Xceldiam became an investing company, in accordance with the AIM Rules for Companies, as it
held no assets and only a small amount of cash. It had 12 months from the date of the Disposal (19 March 2007) in which to make an
acquisition or acquisition(s) which would constitute a reverse takeover under the AIM Rules or its admission to AIM would be suspended. If
Xceldiam was suspended for failing to make an acquisition within that twelve month period, it had a further 6 months in which to make an
acquisition or its admission to AIM would be cancelled.
Xceldiam Investing Strategy
In accordance with Xceldiam's investing strategy, a copy of which can be found on the Company's website - www.xceldiamgroup.com, the
directors of Xceldiam continued to pursue new investment opportunities in the mining sector.
Results
The only income generated by the Group for the period was interest of US$27,184.00 accrued on the surplus funds on deposit. Operating
costs amounted to US$431,191.00.
Cash balances at the end of December 2007 were US1.3 million and there were no borrowings as at 31 December 2007.
Subsequent events after year end
With effect from 19 March 2007 Xceldiam traded as a cash shell, with management pursuing new investment opportunities in the mining
sector. No suitable projects have yet been identified but the shares were suspended from trading on AIM on 17 March 2008 when the Company
announced that it had identified an acquisition opportunity which, if completed, would amount to a reverse takeover under the AIM Rules.
The Company has six months from 17 March 2008 in which to make an acquisition or its admission to AIM will be cancelled.
Mike Nunn
Chairman
For further information please contact:
Mark Summers, Xceldiam Limited +27 11 994 5000
David Youngman, WH Ireland Limited +44 161 832 2174
XCELDIAM limited
BALANCE SHEET
At 31 December 2007
Company Company
Notes USD USD
Assets As at 31 December As at 31 December 2006
2007
Non-current assets - 14 620 030
Plant and equipment 2 - 6 546
Loans receivable 3 - 14 613 384
Investments in subsidiaries 4 - 100
Current assets 1 304 107 4 995 189
Trade and other receivables - 70 403
Cash and cash equivalents 5 1 304 107 4 924 786
Total assets 1 304 107 19 615 219
Equity and liabilities
Capital and reserves 1 273 988 19 559 795
Issued share capital 6 33 363 32 955
Share premium 2 738 963 20 515 841
Other reserves - 105 330
Accumulated loss (1 498 338) (1 094 331)
Current liabilities
Trade and other payables 30 119 55 424
Total equity and liabilities 1 304 107 19 615 219
XCELDIAM LIMITED
INCOME STATEMENT
Year ended 31 December 2007
Company Company
Note USD USD
Year ended 31 Year ended 31 December 2006
December 2007
Interest received 27 184 297 649
Operating (costs)/income (431 191) 144 873
(Loss)/profit before profit on 7 (404 007) 442 522
disposal of subsidiary
Net profit on disposal of 42 227 974 -
subsidiary
Profit on disposal of 60 110 182 -
investment in subsidiary
Loss on loan to subsidiary (17 882 208) -
Profit for the year 41 823 967 442 522
XCELDIAM LIMITED
STATEMENT of changes in equity
Year ended 31 December 2007
Share capital Share premium Share options Accumulated loss Total
USD USD USD USD USD
Company
Opening balance - 32 955 20 515 841 79 716 (1 536 853) 19 091 659
1 January 2006
Share based payments - - 25 614 - 25 614
Profit for the year - - - 442 522 442 522
Balances at 31 December 2006 32 955 20 515 841 105 330 (1 094 331) 19 559 795
Share issue 408 - - - 408
Transfer of reserves - 105 330 (105 330) - -
Transfer on disposal of - (17 882 208) - 17 882 208 -
subsidiary
Profit for the year - - - 41 823 967 41 823 967
Dividend - - - (60 110 182) (60 110 182)
Balances at 31 December 2007 33 363 2 738 963 - (1 498 338) 1 273 988
XCELDIAM LIMITED
CASH FLOW STATEMENT
Year ended 31 December 2007
Company Company
Note USD USD
Year ended 31 Year ended 31 December 2006
December 2007
Cash flows from operating (60 309 738) 336 600
activities
Cash (absorbed)/generated by 8 (226 740) 38 952
operations
Net interest received 27 184 297 648
Dividend paid (60 110 182) -
Cash flows from investing 56 688 651 (8 395 017)
activities
Acquisition of plant and - (2 562)
equipment
Loan to subsidiary (3 421 631) (8 392 470)
Proceeds on disposal of 60 110 282 15
investment
Cash flows from financing
activities
Issue of share capital 408 -
Net decrease in cash and cash (3 620 679) (8 058 417)
equivalents
Cash and cash equivalents at 4 924 786 12 983 203
beginning of year
Cash and cash equivalents at 1 304 107 4 924 786
end of year
XCELDIAM LIMITED
NOTES TO THE annual FINANCIAL STATEMENTS
Year ended 31 December 2007
1. Accounting policies
The financial statements are prepared in conformity with International Financial Reporting Standards on the historical cost basis except
where otherwise stated.
1.1 Plant and equipment
Plant and equipment are reflected at cost less accumulated depreciation. Direct costs and pre-production expenses relating to the
erection, commissioning and installation of major capital projects are capitalised until the projects are in commercial operation.
Depreciation is charged on the straight-line basis over the estimated useful lives of the assets. The estimated maximum useful lives of
items of plant and equipment are :
Computer equipment 3 years
Furniture and fittings 5 years
Motor vehicles 5 years
Earthmoving equipment, and over the life of exploration licence
Sampling equipment which is approximately 3 years
Carrying amounts of plant and equipment are impaired to the higher of value in use or recoverable amount, where this is lower than the
carrying amount. The expected future cash flows attributable to such assets are considered in determining the recoverable amount.
The assets residual values and useful lives are reviewed and adjusted if appropriate at each balance sheet date.
1.2 Provisions
Provisions are recognised when the company has a present legal or constructive obligation as a result of a past event and when it is
probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of
the obligation.
1.3 Taxation
Where taxation is payable by the nature or situation of the company's operations, the charge for current tax is based on the results
for the year adjusted for items which are tax exempt or are not tax deductible. Tax is calculated using rates that have been enacted or
substantively enacted by the balance sheet date.
1.4 Deferred taxation
Deferred taxation is provided on the comprehensive basis and is calculated at current rates using the balance sheet liability
method. The deferred taxation liability represents the amount of income tax payable in future periods in respect of items of income and
expenditure which are recognised for income tax purposes in periods different from those in which they are brought to account in the
financial statements, allowing for the effect of tax losses carried forward. A deferred tax asset is recognised when it is probable that the
related tax benefit will be realised.
Deferred tax is calculated at current tax rates and is charged or credited in the income statement, except when it relates to items
credited or charged directly to equity, in which case the deferred tax is also dealt with in equity.
1.5 Foreign currency translations
Transactions denominated in foreign currencies are translated at the rates of exchange ruling on the transaction date. Monetary
items denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. Gains or losses arising on
translations are credited to or charged against income.
Financial statements of foreign operations are restated in US Dollars by translating monetary balances at rates of exchange ruling
at the balance sheet date, non-monetary balances and components of equity at historic rates and income statement items at an average rate
for the period. These translation differences are taken to income for the period.
1.6 Financial instruments
Financial instruments carried on the balance sheet include cash resources and borrowings, other financial assets, receivables and
payables. Financial instruments are initially measured at cost, which includes transaction costs and are generally carried at their
estimated fair values.
Trade and other receivables are stated at cost less a provision for doubtful debts.
Cash and cash equivalents and interest bearing liabilities are measured at fair value.
Company Company
USD USD
2007 2006
2. Plant and equipment
Cost
Computer equipment - 10 043
- 10 043
Accumulated depreciation
Computer equipment - 3 497
- 3 497
Carrying amount at end of year
Computer equipment - 6 546
- 6 546
Movements for the year
Carrying amount at beginning of year 6 546 6 752
Additions - 2 563
Disposals (6 546) -
Depreciation - (2 769)
Carrying value at end of year - 6 546
Company Company
USD USD
2007 2006
3. Loan receivable
Subsidiary
Frannor Investments and Finance Ltd - 14 613 384
The above loan was unsecured, interest free
and had no fixed repayment terms.
4. Investment in subsidiary %
Frannor Investments and Finance Limited, at 100 - 100
cost
- 100
Company Company
USD USD
2007 2006
5. Cash and cash equivalents
Cash and cash equivalents 1 304 107 4 924 786
Cash and cash equivalents are held in the
following currencies:
Pound Sterling �5 991 �1 517
925
US Dollars $1 246 679 $2 013 928
6. Share capital
Authorised
250,000,000 shares of USD 0,0006 cents 150 000 150 000
each
Issued
55 604 831 shares (2006 : 54 924 831 33 363 32 955
shares) of USD 0,0006 each
7. Loss (2006 : profit) before profit on
disposal of subsidiary
Loss is stated after charging :
Administration fees - related party 170 493 199 667
Audit fees
- Prior year overprovision (7 000) -
- Current year expense 5 340 3 625
Consulting and listing fees - 274 101
Depreciation - 2 767
Directors' emoluments - salaries - 313 346
Impairment of loan 159 353 -
Company Company
USD USD
2007 2006
8. Note to the cash flow statement
Cash (absorbed)/generated by
operations
Profit for the period 41 823 967 442 522
Depreciation - 2 767
Net interest received (27 184) (297 648)
Share option expense - 25 614
Impairment loss on loan 159 353 -
Profit on disposal of subsidiary (42 227 974) -
(271 838) 173 255
Working capital changes 45 098 (134 303)
Trade and other receivables 70 403 (70 403)
Trade and other payables (25 305) (63 900)
(226 740) 38 952
9. Financial risk management
Foreign currency risk
The company undertakes certain transactions denominated in foreign
currencies which therefore have exposure to exchange fluctuations.
Interest rate risk
The Company is exposed to interest rate risk as it borrows funds. This
risk is managed by utilising an appropriate mix between fixed and
floating rate borrowings and placing funds on short term deposit.
9. Financial risk management (continued)
Credit risk
Credit risk relates to potential exposure on trade receivables, loans and
bank and call deposits.
At the balance sheet date, the Company did not consider there to be any
significant concentration of credit risk which has not been adequately
provided for.
Liquidity risk
The Company manages liquidity risk by monitoring forecast cash flows and
ensuring that adequate cash resources and unutilised borrowing facilities
are maintained.
10. Related party transaction
The Company has entered into a consultancy services agreement with
effect from 1 March 2005 with Amari Services (Pty) Ltd ("Amari"), a
company in which two non-executive directors of the company are
beneficial owners. Under this agreement, Amari had agreed to provide the
following services at a monthly fee based on usage, these services being
terminable on six months written notice:
- Logistical expertise and personnel;
- Human resources expertise and personnel;
- Corporate affairs resources and personnel;
- Administration services and personnel;
- Information technology services and personnel; and
-Office space and associated facilities management services.
11. Dispatch of Report and Accounts
Copies of the Annual Report and Accounts for the year ended 31 December 2007 will be posted to shareholders by 30 June 2008 and will be
available, free of charge, at any time from the date of posting, from the Company's website - www.xceldiamgroup.com.
12. Annual General Meeting
The Company's Annual General Meeting will be held at Clarendon House 2 Church Street, Hamilton, Bermuda on 7 August 2008 at 10:15 am
(Bermuda time).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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