TIDMHTT
RNS Number : 7487U
Hot Tuna (International) plc
30 December 2011
30 December 2011
Hot Tuna (International) PLC
("Hot Tuna" or "The Group")
Final Results for the year ended 30 June 2011
Hot Tuna (International) PLC (AIM: HTT), a leading surf wear and
fashion brand, announces its final results for the year ended 30
June 2011.
OPERATIONS AND FINANCE REVIEW
Overview
This report covers the Company's trading results for the year
ending 30 June 2011. Overall it has been a disappointing year with
decreasing sales over the year across all our geographic regions,
resulting in an operational loss prior to exceptional items of
GBP0.86 million.
Operational Review
Operational costs remain controlled at the lower level carried
forward from 2010 and have little scope for further reduction. In
the event of the business continuing, it is the Company's intention
to realise further cost savings by entering distributorships and
targeting online sales going forward.
Design & Product
The Company retains Hot Tuna's core brand values of edgy
surf/streetwear while seeking to utilise the brand's classic
heritage. New suppliers have been sort to provide the highest
possible quality within target cost brackets.
The coming Autumn/Winter range focuses on clean, classic, quirky
and humourous designs on high quality natural products.
Europe
The summer 2010 trading period showed signs of mild recovery
with product being delivered to new accounts in Italy generated by
the Italian/Austrian distributor. The product was delivered on
budget and within customer delivery windows. The UK e-commerce
customers reflected slight increases in their modest sized orders
as retailers and e-tailers reduced stock holdings and became
cautious in product being stocked. Further sales where generated by
old seasonal stock being discounted and channelled through markets
where full price merchandise was not sold.
At the end of the summer 2010 season Italian retailers had
reported good to very good sell through on product and the outlook
for 2012 season looked promising. UK e-tailers reported fair sell
through in line with UK retail market conditions. UK was signalling
a general slowdown pushed in part by UK summer conditions and the
start of softening retail numbers. UK accounts purchased product
very late after production had been confirmed and in some cases
individual styles were not able to be produced due to late
purchasing, although online retailers both suffered and prospered
from the harsh weather conditions over the start of 2011.
During the financial year the European market showed a decrease
in turnover from GBP0.12 million in 2010 to GBP0.06 million in
2011. As such, the Company is focusing on rolling out its
e-commerce strategy and repairing relations with our prior customer
base.
While sales for the 2012 period to-date are up on the same
period last year the difference is not significant and we expect
European sales for 2012 to be in-line with 2011.
Australia
The Australian market reaction to the new season adult range was
positive at tradeshows and a modest increase in the number of
accounts buying reflected this. Discounting of old children's range
product continued and previous seasons recalled product was
returned in to the discount market as 'seconds' product. The
children's range was not put back into the market, instead a
concerted effort was made to establish back into the market the
adults range.
While struggling to recover from the issues of product recall
and losing two major retailers in 2010, Australian turnover
disappointed expectations and decreased from GBP0.29 million in
2010 to GBP0.06 million in 2011.
In 2012 the Company is focusing on the potential for its
recently signed Australian distribution agreement. This agreement
is expected to significantly improve revenue from January 2012 with
emphasis on the post June 2012 period and the board has begun
scaling down operations in Australia in light of this.
US
The US retail sector has suffered the most of all markets, and
sales continued to be dominated by the swim range. A successful
Miami Swim Show at Salon Allure in July 2010 boosted confidence
with good orders placed by traditional customers Victoria Secrets
and Delias for deliveries from November 2010 through to March 2011.
The Company had expected these to result in solid repeat orders
from January to March, however as the US retail market retreated
and the economy softened, accounts pulled back and only minimal
orders were received.
The USA market remains potentially the largest market but will
require a distribution partner to capitalise on this, as has been
successfully achieved in the Australian market.
Similarly to 2010, the modest sales achieved in the US market
were driven by our women's swim collection. Total turnover for the
US was GBP0.09 million in 2011 compared to GBP0.06 million in 2010
which failed to reach our expectations from the prior year.
In light of the US performance, the board has started winding
down US operations and expect all trading and overhead expenditure
to have ceased by February 2012.
Financial Review
The operational review has highlighted the disappointing sales
performance achieved this year, reducing turnover to GBP0.21
million (2010: GBP0.46 million). Due to reduced stock ordering,
stock write-down was minimised in 2011 and Company posted a gross
profit of GBP0.05 million (2010: loss GBP0.03 million).
Total other operational expenses were reduced to GBP0.91 million
(2010: GBP1.37 million), which is attributable to a reduction in
both general and administrative expenses and depreciation and
amortisation. In 2011, losses from operations decreased to GBP0.86
million (2010: GBP1.40 million).
Due to tighter cost control, operational cash outflows decreased
to GBP0.76 million in the 2011 financial year (2010: GBP1.37
million).
Net cash outflow after changes in working capital and finance
costs from operating activities was GBP0.94 million (2010: GBP1.68
million), this improvement in 2011 operating cashflows is largely
due to a normalisation from the large decrease in payables in the
prior year. Total cash inflow over the period was GBP0.07 million
(2010: GBP0.62 million) which included the offset by the net
proceeds from the placing of GBP1.01 million resulting in a cash
balance at the end of the year of GBP0.68 million (2010: GBP0.59
million).
Outlook
While improvement has been made in avenues to market post
financial year end with the launch of the ecommerce site
www.hot-tuna.com and signing of an Australian distribution
agreement, revenue has not met forecasts and cashflows are not
expected to support the business through 2012. As such the board
took the decision to sell the Company's key asset of the IP and
stock of Hot Tuna in November 2011. Currently the board is working
with interested parties and is expecting to present a firm purchase
offer to shareholders in January 2012. Although strong interest has
been shown in the purchase of the brand to date, in the event of a
sale not being achieved the board will investigate funding
solutions and aggressive overhead cutting while working
constructively with the Australian distributor.
In the event of a sale of the brand and business being
successfully achieved, the board has indicated the Company will
remain as a listed 'shell', with the incumbent directors excluding
Marcus Yeoman expected to step down.
Francis Ball
Executive Chairman
21 December 2011
DIRECTORS' REPORT
The directors submit their report and the financial statements
of Hot Tuna (International) PLC ("Hot Tuna") and its subsidiary
undertakings ("the Group") for the year ended 30 June 2011.
Hot Tuna (International) PLC is a public company incorporated in
England and Wales, and quoted on AIM.
PRINCIPAL ACTIVITIES
The principal activity of the Group during the year was that of
design, production and sale of our branded surf and youth lifestyle
apparel to specified regions of the world.
PRINCIPAL RISKS AND UNCERTAINTIES
The directors consider the following to be key risks involved in
running the day to day business of Hot Tuna (International) PLC and
its subsidiaries:
-- protection of intellectual property across the globe and new
registrations in emerging markets
-- loss of key executives and members of the staff would affect
product offering and have an adverse impact on operations
-- changes to import and export restrictions across the world
-- obsolescence of inventory, could cause lower than expected
margins and large expenditure write offs to the profit and loss
-- general economic climate and consumer sentiment
-- fluctuations in foreign currencies could harm the results of our operations
-- generation of consistent and profitable financial margins
-- liquidity of the market for trading our shares
The directors address these risks by:
-- implementation of internal control policies and global policies and procedures
-- hire of experienced counsel and advisors to provide guidance and advice
-- having an active involvement in day to day operational activities
-- hiring experienced personnel with industry experience
-- offering competitive and rewarding remuneration packages to executives
-- regular board meetings to address general and industry specific risks and concerns
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The Group trading loss for the year, after taxation and minority
interests, was GBP0.77 million (2010: GBP1.31 million).
Information on future developments is included in the Operations
and Finance Review.
The directors are precluded from declaring a dividend for the
year (2010: nil).
KEY PERFORMANCE INDICATORS
Due to Hot Tuna's current business being in the early stages of
the growth cycle, the directors do not consider it appropriate to
compare against key performance indicators in the market and within
the industry.
In the future it is anticipated that the following key
performance indicators will be used to monitor the health and
profitability of our business:
-- gross profit margins
-- net profit margins
-- sales turnover margins
-- number of sales doors (customers) in each region
-- customer retention
-- number of distributors globally
-- brand exposure and recognition
-- press releases and exposure
-- industry awards or accolades
FINANCIAL INSTRUMENTS
The financial risk management objectives of the Company and its
subsidiaries are disclosed in more detail in the accounting
policies and note 21.
DIRECTORS
The following directors have held office during the year.
Director Date of appointment Date of resignation
---------------- -------------------- --------------------
Geoff O'Connell
---------------- -------------------- --------------------
Kiran Morzaria 29 April 2011
---------------- -------------------- --------------------
Francis Ball 21 February 2011
---------------- -------------------- --------------------
Oscar Verden 7 September 2011
---------------- -------------------- --------------------
Marcus Yeoman 7 September 2011
---------------- -------------------- --------------------
DIRECTORS' INTERESTS IN SHARES
Directors' interests in the shares of the Company, including
family interests, were as follows:
At 30 June 2011 At 30 June 2010
---------------- ---------------------- ----------------------
Number of Percentage Number of Percentage
Directors Shares (%) Shares (%)
Geoff O'Connell 16,669,339 0.75 16,669,339 1.45
Kiran Morzaria - - 12,333,333 1.07
Francis Ball - - - -
---------------- ---------- ---------- ---------- ----------
Directors' interests in options are disclosed in the Directors'
Remuneration Report.
CREDITOR PAYMENT POLICY
The Group's policy is to agree terms of transactions, including
payment terms and to ensure that, in the absence of dispute, all
suppliers are dealt with in accordance with its standard payment
practice whereby all outstanding trade accounts are settled within
the term agreed with the supplier at the time of the supply or
otherwise 30 days from receipt of the relevant invoice. The number
of days outstanding between receipt of invoices and date of payment
calculated by reference to the amount owed to trade creditors at
the period end as a proportion of the amounts invoiced by suppliers
during the period, was 262 days (2010: 177 days).
POLITICAL AND CHARITABLE CONTRIBUTIONS
No donations for political or charitable purposes have been made
by the Group or the Company during the year.
EMPLOYEES
The Group continues to give full and fair consideration to
applications for employment made by disabled persons, having regard
to their respective aptitudes and abilities. The policy includes,
where practicable, the continued employment of those who may become
disabled during their employment and the provision of training and
career development and promotion, where appropriate. The Group has
continued its policy of employee involvement by making information
available to employees on matters of concern to them.
SUBSTANTIAL SHAREHOLDINGS
As at 19(th) December 2011 the Company has been notified of the
following interests of 3% or more in the issued ordinary share
capital of the Company:
Percentage of
Number of issued share
Shareholder Shares capital (%)
TD DIRECT INVESTING NOMINEES (EUROPE)
LIMITED 309,757,292 14.03%
CHASE NOMINEES LIMITED 275,000,017 12.45%
BARCLAYSHARE NOMINEES LIMITED 239,083,621 10.83%
HSDL NOMINEES LIMITED 148,856,076 6.74%
L R NOMINEES LIMITED 105,389,413 4.77%
JAMES CAPEL (NOMINEES) LIMITED 98,140,028 4.44%
HSBC GLOBAL CUSTODY NOMINEE (UK) LIMITED 82,733,333 3.75%
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
The directors who were in office on the date of approval of
these financial statements have confirmed that, as far as they are
aware, there is no relevant audit information of which the auditors
are unaware. Each of the directors have confirmed that they have
taken all steps that they ought to have taken as directors in order
to make themselves aware of any relevant audit information and to
establish that it has been communicated to the auditor.
DIRECTORS' INDEMNITY INSURANCE
Directors' and Officers' liability insurance is held by the
Group.
POST BALANCE SHEET EVENTS
At the date these financial statements were approved, being 21
December 2011, the Directors were not aware of any significant post
balance sheet events other than those set out in the notes to the
financial statements.
AUDITORS
Chapman Davis LLP has indicated its willingness to continue in
office.
By order of the Board on 21 December 2011
CORPORATE GOVERNANCE STATEMENT
The policy of the Board is to manage the affairs of the Company
in accordance with the principles underlying the Combined Code on
Corporate Governance.
The Board of Directors is accountable to shareholders for the
good corporate governance of the Group. The principles of corporate
governance and a code of best practice are set out in the Combined
Code. Under the rules of AIM market the Group is not required to
comply in full with the Code nor to state where it derogates from
it. The Board considers that the size and nature of the Group does
not warrant compliance with all the Code's requirements. This
statement sets out how the principles of the Code are applied to
Hot Tuna (International) PLC.
BOARD STRUCTURE
The Board comprises a non executive director and three executive
directors. Given the size of the Group, it is considered that this
gives the necessary mix of industry specific and broad business
experience necessary for the effective governance of the Group.
There are no matters specifically reserved to the Board for its
decision, although board meetings are held on a regular basis and
effectively no decision of any consequence is made other than by
the directors. During the year 6 board meetings were held. All
directors participate in the key areas of decision-making,
including the appointment of new directors.
The Board is responsible to shareholders for the proper
management of the Group. A statement of directors' responsibilities
in respect of the accounts is set out below. The non-executive
director has a particular responsibility to ensure that the
strategies proposed by the executive directors are fully
considered.
To enable the Board to discharge its duties, all directors have
full and timely access to all relevant information.
There is no agreed formal procedure for the directors to take
independent professional advice at the Company's expense.
All directors submit themselves for re-election at the Annual
General Meeting at regular intervals. There are no specific terms
of appointment for the non-executive director.
The following committees, which have written terms of reference,
deal with specific aspects of the Group's affairs.
AUDIT COMMITTEE
The Audit Committee comprises of Marcus Yeoman (Chairman of the
committee) and Francis Ball. Meetings can also be attended by the
external auditors.
The remit of the Committee is to review:
-- the appointment and performance of the external auditors
-- the independence of the auditors
-- remuneration for both audit and non-audit work and nature and
scope of the audit with the external auditors
-- the interim or final financial report and accounts
-- the external auditors management letter and management's responses
-- the systems of risk management and internal controls
-- operating, financial and accounting policies and practices, and
-- to make related recommendations to the Board
The Audit Committee meets once a year.
REMUNERATION COMMITTEE
The Remuneration Committee comprises Marcus Yeoman (Chairman of
the committee), and Francis Ball, with Mark Percy (Seymour Pierce)
advising, and is responsible for making recommendations to the
Board on the Company's framework of Executive remuneration and its
cost. The Committee determines the contract terms, remuneration and
other benefits for the directors.
NOMINATION COMMITTEE
There is no separate Nomination Committee at the moment due to
the size of the Board. All directors are subject to re-election at
regular intervals.
INTERNAL CONTROL
The Board acknowledges its responsibility for establishing and
monitoring the Company's systems of internal control. Although no
system of internal control can provide absolute assurance against
material misstatement or loss, the Company's systems are designed
to provide the directors with reasonable assurance that problems
are identified on a timely basis and dealt with appropriately.
The Group maintains a comprehensive process of financial
reporting. The annual budget is reviewed and approved before being
formally adopted. Other key procedures that have been established
and which are designed to provide effective control are as
follows:
-- management structure - where the Board meets regularly to
discuss all issues affecting the Company; and
-- investment appraisal - the Company has a clearly defined
framework for investment appraisal and approval is required by the
Board where appropriate.
The Board regularly reviews the effectiveness of the systems of
internal control and considers the major business risks and the
control environment. No significant control deficiencies have come
to light during the period and no weakness in internal financial
control have resulted in any material losses, contingencies or
uncertainties which would require disclosure as recommended by the
guidance for directors on reporting on internal financial
control.
The Board considers that in light of the control environment
described above, there is no current requirement for a separate
internal audit function.
RELATIONS WITH SHAREHOLDERS
The chairman is the Company's principal spokesperson with
investors, fund managers, the press and other interested parties.
At the Annual General Meeting (AGM), private investors are given
the opportunity to question the Board.
The Company's 2011 report and its financial statements will be
presented to the shareholders for their approval at the AGM to be
held at 2.30 pm on Friday 27th January 2012 at the office of Brown
Rudnick LLP, 8 Clifford Street, London W1S 2LQ. The notice of the
AGM will be distributed to shareholders together with the Annual
Report.
GOING CONCERN
The financial report for the year ended 30 June 2011 has been
prepared on a going concern basis. As at the date of this report,
the Company has no available credit facilities. In the event the
Company required further funds to continue, a fund raising exercise
would be proposed with existing and/or potential new investors, and
additionally the Company is in the process of selling the Group's
IP and assets which the Directors believe will be successful, and
raise sufficient cash resources to enable the "new" Group structure
to continue for the next 12 months. Accordingly, the directors
believe the going concern basis to be appropriate.
DIRECTORS' REMUNERATION REPORT
Remuneration Committee
The members of the committee are Marcus Yeoman and Francis Ball
with Mark Percy (Seymour Pierce) advising. Details of the
remuneration of each director are set out below.
Executive remuneration packages are prudently designed to
attract, motivate and retain directors of high calibre, who are
needed to drive and maintain the Group's position as a market
leader and to reward them for enhancing value to the
shareholder.
Remuneration Policy
Share options
The directors have options granted to them under the terms of
the Hot Tuna (International) PLC Share Option Scheme which is open
to other qualifying employees. The reason for the scheme is to
incentivise the directors and management personnel and enable them
to benefit from the increased market capitalisation of the
Company.
Pension arrangements
There are no pension arrangements in the Group. Two alternative
schemes are under review.
Directors' contracts
It is the Company's policy that the executive director should
have a contract with an indefinite term providing for a maximum of
six months notice. In the event of early termination, the
directors' contracts provide for compensation, where appropriate,
up to a maximum of basic salary for the notice period.
Non-executive directors
The fees of the non-executive director is determined by the
Board as a whole having regard to the commitment of time required
and the level of fees in similar companies.
The non-executive director is employed on a renewable fixed term
contract not exceeding three years.
Directors' emoluments
2011 2010
GBP000's GBP000's
Salary Fees Total Salary Fees Total
Geoff O'Connell 83 - 83 81 50 131
Kiran Morzaria
(*) - - - 12 12 24
Francis Ball
(**) - 12 12 - - -
83 12 95 93 62 155
======= ===== ====== ======= ===== ======
* Kiran Morzaria resigned on 29 April 2011.
** Francis Ball was appointed on 21 February 2011
DIRECTORS' INTERESTS IN OPTIONS
Aggregate emoluments disclosed above do not include any amounts
for the value of options to acquire ordinary shares in the Company
or granted to or held by the directors. Details of options held by
directors who served during the year are as follows:
Number of Exercise
options over Price
Director Date of grant Vesting date Ordinary (pence) Option
shares exercise
period
5 years from
date of
Kiran Morzaria 22/05/2008 22/05/2008 1,000,000 2 grant.
6 years from
date of
Geoff O'Connell 03/07/2006 03/07/2007 100,000 2 grant.
Francis Ball - - - - -
All options have been granted under the Hot Tuna (International)
PLC Share Option Scheme. Options granted under this scheme are not
subject to performance criteria. The market price of the ordinary
shares at 30 June 2011 was 0.09 pence (2010: 0.18 pence) and the
range during the year was 0.08 pence to 0.28 pence (2010: 0.18
pence to 0.55 pence).
There was no exercise, forfeiture or waiver of any of the above
options during the year.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations.
UK Company law requires the directors to prepare Group and
Company Financial Statements for each financial year. Under that
law the directors are required to prepare Group financial
statements in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the EU and have elected to prepare
the company financial statements in accordance with International
Financial Reporting Standards ("IFRS") as adopted by the EU.
The Group financial statements are required by law and IFRS
adopted by the EU to present fairly the financial position and
performance of the group; the Companies Act 2006 provides in
relation to such financial statements that references in the
relevant part of that Act to financial statements giving a true and
fair view are references to their achieving a fair
presentation.
The Company financial statements are required by law to give a
true and fair view of the state of affairs of the company.
In preparing each of the Group and Company financial statements,
the directors are required to:
a. select suitable accounting policies and then apply them consistently;
b. make judgements and estimates that are reasonable and prudent;
c. state whether they have been prepared in accordance with IFRSs adopted by the EU; and
d. prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the
Company will continue in business.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the financial statements comply with the requirements of the
Companies Act 2006. They are also responsible for safeguarding the
assets of the Group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The directors are also responsible for the maintenance and
integrity of the Hot Tuna (International) PLC website.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HOT TUNA
(INTERNATIONAL) PLC
We have audited the financial statements of Hot Tuna
International Plc for the year ended 30th June 2011 which comprise
the Group Income Statement, the Group and Parent Company Balance
Sheets, the Group and Parent Company Statements of Cash Flows, the
Group and Parent Company Statements of Changes in Equity and the
related notes 1 to 22. The financial reporting framework that has
been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
This report is made solely to the Company's members, as a body,
in accordance with sections Chapter 3 of Part 16 of the Companies
Act 2006. 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.
Respective responsibilities of directors and auditors
As explained more fully in the Directors' Responsibilities
Statement set out above, the directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit
the financial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the group's and the parent company's circumstances
and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the financial
statements.
Opinion on financial statements
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's and of the Parent Company's affairs as at 30
June 2011 and of the Group's and the Parent Company's loss for the
year then ended;
-- the financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006 and, as regards the
Group financial statements, Article 4 of the IAS Regulation.
Emphasis of matter - Going concern
In forming our opinion on the financial statements, which is not
qualified, we have considered the adequacy of the disclosure made
in note 1 to the financial statements concerning the Company's
ability to continue as a going concern. The Group incurred a net
loss of GBP0.77 million during the year ended 30 June 2011 and, at
that date, the Group's cash assets were GBP0.68 million, and net
cash outflow from operating activities for the year ended 30 June
2011 were GBP0.94 million. These conditions, along with the other
matters explained in note 1 to the financial statements, including
the sale of the Group's IP and assets, indicate the existence of a
material uncertainty which may cast significant doubt about the
company's ability to continue as a going concern. The financial
statements do not include the adjustments that would result if the
Company was unable to continue as a going concern.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion:
-- the part of the Directors' Remuneration Report to be audited
has been properly prepared in accordance with the Companies Act
2006; and
-- the information given in the Directors' Report for the
financial year for which the financial statements are prepared is
consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
-- adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the Parent Company financial statements and the part of the
Directors' Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Keith Fulton (Senior Statutory Auditor)
for and on behalf of Chapman Davis LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
21 December 2011
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR
ENDED 30 JUNE 2011
NOTES
Year ended Year ended
30/06/11 30/06/10
GBP000's GBP000's
Revenue 1 207 464
Cost of sales (157) (497)
------------ ------------
Gross profit/(loss) 50 (33)
Selling and marketing expenses (86) (74)
General and administrative expenses (826) (1,262)
Depreciation - (35)
------------ ------------
Loss from operations before exceptional items 3 (862) (1,404)
Exceptional write back of liabilities 21 93 150
Investment income 5 1 -
Loss on disposal of property, plant and equipment - (27)
Finance costs 6 - (28)
------------ ------------
Loss before tax (768) (1,309)
Tax 7 - -
------------ ------------
Retained loss after tax for the year (768) (1,309)
============ ============
Other comprehensive income
Exchange differences on translation of foreign operations 27 (87)
------------ ------------
Total comprehensive income for the year net of taxation (741) (1,396)
============ ============
Retained loss attributable to:
Owners of the company (768) (1,309)
Non-controlling interest - -
------------ ------------
Loss for the year (768) (1,309)
============ ============
Total comprehensive income attributable to:
Owners of the company (741) (1,396)
Non-controlling interest - -
------------ ------------
Total comprehensive income for the year (741) (1,396)
============ ============
Loss per share
Basic and diluted 9 (0.05) pence (0.18) pence
============ ============
The Company's loss for the year ended 30 June 2011 was GBP0.74
million (2010: GBP1.58 million loss). The Company is exempt from
publishing its own income statement under section 408 of the
Companies Act 2006.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE
2011
NOTES 2011 2010
Group Group
GBP000's GBP000\'s
ASSETS
Non-current assets
Other intangible assets 10 498 495
Property, plant and equipment 11 - -
Investments 12 - -
498 495
-------- --------
Current assets
Inventories 13 183 136
Trade and other receivables 14 214 165
Cash and cash equivalents 678 588
-------- --------
1,075 889
-------- --------
Total assets 1,573 1,384
======== ========
LIABILITIES
Current liabilities
Trade and other payables 15 218 297
Convertible loan note 16 - -
-------- --------
218 297
-------- --------
TOTAL LIABILITIES 218 297
======== ========
Net assets 1,355 1,087
======== ========
EQUITY
Share capital 17 221 115
Deferred share capital 17 1,795 1,795
Share premium reserve 13,526 12,623
Share-based payment reserve 2,057 2,308
Warrant reserve 238 238
Foreign exchange reserve (54) (81)
Retained loss (16,428) (15,911)
-------- --------
1,355 1,087
Equity attributable to equity holders of the parent
Minority interest - -
-------- --------
Total equity 1,355 1,087
======== ========
The financial statements were approved by the board of directors
and authorised for issue on 21 December.
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE
2011
Share Deferred Share Share-based Foreign Merger Warrant Retained Total Minority Total
capital Share premium payment Exchange reserves reserve loss interest equity
CONSOLIDATED Capital account reserve Reserve
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Balance at 1
July 2010 115 1,795 12,623 2,308 (81) - 238 (15,911) 1,087 - 1,087
Loss for the
year - - - - - - - (768) (768) - (768)
Exchange
differences
arising on
translation
of overseas
operations - - - - 27 - - - 27 - 27
--------- --------- --------- ------------ --------- --------- --------- --------- --------- --------- ---------
Total
comprehensive
income for
2011 - - - - 27 - - (768) (741) - (741)
--------- --------- --------- ------------ --------- --------- --------- --------- --------- --------- ---------
Share capital
issued 106 - 949 - - - - - 1,055 - 1,055
Costs of share
issue - - (46) - - - - - (46) - (46)
Reversal of
expired
options - - - (251) - - - 251 - - -
Balance at 30
June
2011 221 1,795 13,526 2,057 (54) - 238 (16,428) 1,355 - 1,355
========= ========= ========= ============ ========= ========= ========= ========= ========= ========= =========
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE
2010
Share Deferred Share Share-based Foreign Merger Warrant Retained Total Minority Total
capital Share premium payment Exchange reserves reserve loss interest equity
CONSOLIDATED Capital account reserve Reserve
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Balance at 1
July 2009 28 1,795 10,240 2,308 6 - 238 (14,602) 13 - 13
Loss for the
year - - - - - - - (1,309) (1,309) - (1,309)
Exchange
differences
arising on
translation
of overseas
operations - - - - (87) - - - (87) - (87)
--------- --------- --------- ------------ --------- --------- --------- --------- --------- --------- ---------
Total
comprehensive
income for
2010 - - - - (87) - - (1,309) (1,396) - (1,396)
--------- --------- --------- ------------ --------- --------- --------- --------- --------- --------- ---------
Share capital
issued 87 - 2,523 - - - - - 2,610 - 2,610
Costs of share
issue - - (140) - - - - - (140) - (140)
--------- --------- --------- ------------ --------- --------- --------- --------- --------- --------- ---------
Balance at 30
June 2010 115 1,795 12,623 2,308 (81) - 238 (15,911) 1,087 - 1,087
========= ========= ========= ============ ========= ========= ========= ========= ========= ========= =========
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED FOR THE
YEAR ENDED 30 JUNE 2011
Group Group
2011 2010
GBP000's GBP000's
Operating loss (768) (1,309)
Investment income (1) -
Finance costs - 28
Depreciation - 35
Exceptional write off of liabilities - (150)
Foreign exchange (gains)/losses 4 -
Loss on disposal - 27
Operating cash flows before
movements in working capital (765) (1,369)
(Increase)/decrease in inventories (47) 145
(Increase)/decrease in receivables (49) 215
(Decrease)/Increase in payables (79) (643)
NET CASH OUTFLOW FROM OPERATING
ACTIVITIES (940) (1,652)
Investment income 1 -
Finance costs - (28)
Net cash flow from operating
activities (939) (1,680)
--------- ---------
Cash flow from investing activities
Purchase of intangible assets (3) -
Net cash flow from investing
activities (3) -
--------- ---------
Cash flow from financing activities
Net proceeds from issue of share
capital 1,009 2,470
Repayment of convertible loan
notes - (169)
Net cash from financing activities 1,009 2,301
--------- ---------
Net cash inflow for the year 67 621
--------- ---------
Foreign exchange differences
on translation 23 (62)
Cash and cash equivalents at
start of period 588 29
Cash and cash equivalents at
the end of the period 678 588
========= =========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2011
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General information and authorisation of financial statements
Hot Tuna (International) PLC is a public limited company incorporated
and domiciled in England and Wales under the Companies Act 2006.
The address of its registered office is 27-28 EastCastle Street,
London, W1W 8DH. The Company's ordinary shares are traded on the
AIM Market operated by the London Stock Exchange. The Group financial
statements of Hot Tuna (International) Plc for the period ended 30
June 2011 were authorised for issue by the Board on 21 December 2011
and the balance sheets signed on the Board's behalf by Mr Francis
Ball and Mr Oscar Verden.
The nature of the Group's operations and its principal activities
are set out in note 2 and in the Operations and Finance Review.
(b) Statement of compliance with IFRS
The Group's financial statements have been prepared in accordance
with International Financial Reporting Standards (IFRS). The Company's
financial statements have been prepared in accordance with IFRS as
adopted by the European Union and as applied in accordance with the
provisions of the Companies Act 2006. The principal accounting policies
adopted by the Group and Company are set out below.
Future changes in accounting policies
IASB (International Accounting Standards Board) and IFRIC (International
Financial Reporting Interpretations Committee) have issued the following
standards and interpretations with an effective date after the date
of these financial statements:
New/Revised International Financial Reporting Standards Effective date
(IAS/IFRS) (accounting periods
commencing on
or after)
IAS 1 Presentation of Financial Statements* 1 January 2011
IAS 12 Income Taxes - Limited scope amendment (recovery
of underlying assets) (December 2010) 1 January 2012
IAS 24 Related Party Disclosures - Revised definition 1 January 2011
of related parties
IAS 27 Consolidated and Separate Financial Statements 1 January 2013
- Reissued as IAS 27 Separate Financial Statements
(as amended in May 2011)
IAS 28 Investments in Associates - Reissued as IAS 1 January 2013
28 Investments in Associates and Joint Ventures (as
amended in May 2011)
IAS 34 Interim Financial Reporting* 1 January 2011
IFRS 7 Financial Instruments: Disclosures* 1 January 2011
IFRS 7 Financial Instruments: Disclosures - Amendments 1 July 2011
enhancing disclosures about transfers of financial
assets (October 2010)
IFRS 9 Financial Instruments - Classification and 1 January 2013
Measurement
IFRS 10 Consolidated Financial Statements** 1 January 2013
IFRS 11 Joint Arrangements** 1 January 2013
IFRS 12 Disclosure of Interests in Other Entities** 1 January 2013
IFRS 13 Fair Value Measurement** 1 January 2013
IFRIC Interpretation
IFRIC 19 Extinguishing Financial Liabilities with 1 July 2010
Equity Instruments
*Amendments resulting from May 2010 Annual Improvements
to IFRSs
** Original issue May 2011
(c) Basis of preparation
The consolidated financial statements have been prepared on the historical
cost basis, except for the measurement to fair value of assets and
financial instruments as described in the accounting policies below,
and on a going concern basis.
The financial report is presented in Pound Sterling (GBP) and all
values are rounded to the nearest thousand pounds (GBP000's) unless
otherwise stated.
(d) Basis of consolidation
Where the Company has the power, either directly or indirectly, to
govern the financial and operating policies of another entity or
business so as to obtain benefits from its activities, it is classified
as a subsidiary. The consolidated financial statements present the
results of the Company and its subsidiaries ("the Group") as if they
formed a single entity. Intercompany transactions and balances between
Group companies are therefore eliminated in full.
(e) Business combinations and goodwill
On acquisition, the assets and liabilities of a subsidiary are measured
at their fair values at the date of acquisition. Any excess of the
cost of acquisition over the fair values of the identifiable net
assets acquired is recognised as goodwill.
(f) Revenue recognition
Revenue is recognised to the extent that the right to consideration
is obtained in exchange for performance. Payment received in advance
of performance is deferred on the balance sheet as a liability and
released as services are performed or products are exchanged as per
the agreement with the customer.
Revenue derived from the license royalties are recognised on notification
of payment by the licensee. Revenue derived from the sale of manufactured
products and recognised when delivered to the customer in accordance
with the specific supply contract terms.
Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset's
net carrying amount.
(g) Foreign currencies
Transactions in currencies other than Sterling are recorded at the
rates of exchange prevailing on the dates of the transactions. At
each balance sheet date, monetary assets and liabilities that are
denominated foreign currencies are retranslated at the rates prevailing
on the balance sheet date. Gains and losses arising on retranslation
are included in the income statement for the period.
On consolidation, the results of overseas operations are translated
into sterling at rates approximating to those ruling when the transactions
took place. All assets and liabilities of the overseas operations,
including goodwill arising on the acquisition of those operations,
are translated at the rate ruling at the balance sheet date. Exchange
differences arising on translating the opening net assets at opening
rate and the results of overseas operations at actual rate are recognised
directly in equity (the "foreign exchange reserve").
(h) Taxation
The tax expense represents the sum of the current tax and deferred
tax.
The current tax is based on 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 liability for current tax is calculated
by using tax rates that have been enacted or substantively enacted
by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amount of assets and liabilities
in the financial statements and the corresponding tax bases used
in the computation of taxable profit, and is accounted for using
the balance sheet liability method. Deferred tax liabilities are
recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other assets
and liabilities in a transaction which affects neither the tax profit
nor the accounting profit.
Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is realised or the liability is
settled. Deferred tax 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.
(j) Externally acquired intangible assets
Externally acquired intangible assets are initially recognised at
cost and subsequently amortised on a straight-line basis over their
useful economic lives. The amortisation expense is included within
the administrative expenses line in the consolidated income statement.
Intangible assets are recognised on business combinations if they
are separable from the acquired entity or give rise to other contractual/legal
rights. The amounts ascribed to such intangibles are arrived at by
using appropriate valuation techniques.
The significant intangibles recognised by the Group, their useful
economic lives and the methods used to determine the cost of intangibles
acquired in a business combination are as follows:
Useful economic
Intangible asset life Valuation method
------------------------- -------------------- -----------------------------------
Patent life (20 Estimated royalty stream if the
Intellectual property years) rights were to be licensed
Licenses 10 years Estimated discounted cash flow
Website costs 10 years estimated
(k) Impairment of tangible and intangible assets excluding goodwill
At each balance sheet date the Group reviews the carrying amounts
of its tangible and intangible assets to determine whether there
is any indication that those assets have suffered an impairment loss.
If there is such indication then an estimate of the asset's recoverable
amount is performed and compared to the carrying amount.
Recoverable amount is the higher of fair value less costs to sell
and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value. Where the asset
does not generate cash flows that are independent from other assets,
the Group estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
If the recoverable amount of an asset is estimated to be less that
its carrying amount, the carrying amount of the asset is reduced
to its recoverable amount. An impairment loss is recognised as an
expense immediately, unless the relevant asset is carried at a re-valued
amount, in which case the impairment loss is treated as a revaluation
decrease.
Where an impairment loss subsequently reverses, the carrying amount
of the asset is increased to the revised estimate of its recoverable
amount, but so that the increased carrying amount does not exceed
the carrying amount that would have been determined had no impairment
loss been recognised for the asset in prior periods. A reversal of
an impairment loss is recognised as income immediately, unless the
relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase.
Acquired brand is deemed to have an indefinite useful economic life
and is therefore not subject to amortisation but is reviewed for
impairment at least annually. The acquired brand is assessed on the
basis of the acquired business being a group of cash generating units.
(l) Property, plant and equipment
Items of property, plant and equipment are initially recognised at
cost and subsequently at depreciated cost. As well as the purchase
price, cost includes directly attributable costs and the estimated
present value of any future costs of dismantling and removing items.
Depreciation is provided on all of property, plant and equipment
to write off the carrying value of items over their expected useful
economic lives. It is applied at the following rates:
Buildings and improvements 20 - 33.3% per annum straight line
Fixtures and fittings 20 - 33.3% per annum straight line
Office equipment 20 - 33.3% per annum straight line
(m) Inventories
Inventories are initially recognised at cost, and subsequently at
the lower of cost and net realisable value. Cost comprises all costs
of purchase, cost of conversion and other costs incurred in bringing
the inventories to their present location and condition. Weighted
average cost is used to determine the cost of ordinarily interchangeable
items.
(n) Provisions
Provisions are recognised for liabilities of uncertain timing or
amount that have arisen as a result of past transactions and are
discounted at a pre-tax rate reflecting current market assessments
of the time value of money and the risks specific to the liability.
(o) Financial instruments
Financial assets and financial liabilities are recognised on the
balance sheet when the Group has become a party to the contractual
provisions of the instrument
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank and
short term deposits with banks and similar financial institutions.
Trade and other receivables
Trade and other receivables do not carry any interest and are stated
at their nominal value as reduced by appropriate allowances for estimated
irrecoverable amounts.
Financial liability and equity
Financial liabilities and equity instruments are classified according
to the substance of the contractual arrangements entered into. An
equity instrument is any contract that evidences a residual interest
in the assets of the Company after deducting all of its liabilities.
Trade and other payables
Trade and other payables are non interest bearing and are stated
at their nominal value.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds
received, net of direct issue costs.
Convertible Loan Note
Compound financial instruments issued by the group comprise convertible
notes that can be converted to share capital at the option of the
holder, and the number of shares to be issued does not vary with
changes in their fair value.
The liability component of a compound financial instrument is recognised
initially at the fair value of a similar liability that does not
have an equity conversion option. The equity component is recognised
initially at the difference between the fair value of the compound
financial instrument as a whole and the fair value of the liability
component. Any directly attributable transaction costs are allocated
to the liability and equity components in proportion to their initial
carrying amounts.
Subsequent to initial recognition, the liability component of a compound
financial instrument is measured at amortised cost using the effective
interest method. The equity component of a compound financial instrument
is not re-measured subsequent to initial recognition except on conversion
or expiry.
Borrowings are classified as current liabilities unless the group
has an unconditional right to defer settlement of the liability for
at least 12 months after the end of the reporting period.
Share Warrants
Warrants represent subscription rights for ordinary shares in Hot
Tuna (International) PLC. The warrant reserve represents the fair
value of these warrants, determined using the Black-Scholes valuation
model, using assumptions consistent with those used in calculating
the fair value of share options.
Subject to the Memorandum and Articles of Association the warrant
holder shall be entitled to subscribe to ordinary shares in the Company
upon exercise of the warrants at subscription price. Warrants may
be exercised in whole or in part (and from time to time) prior to
the final exercise date. The warrants are non-transferable.
When the warrants are exercised, the company issues new shares. The
proceeds received net of any directly attributable transaction costs
are credited to share capital (nominal value) and share premium when
the warrants are exercised.
Share-based payments
Where share options are awarded to employees, the fair value of the
options at the date of grant is charged to the consolidated income
statement over the vesting period. Non-market vesting conditions
are taken into account by adjusting the number of equity instruments
expected to vest at each balance sheet date so that, ultimately,
the cumulative amount recognised over the vesting period is based
on the number of options that eventually vest. Market vesting conditions
are factored into the fair value of the options granted. As long
as all other vesting conditions are satisfied, a charge is made irrespective
of whether the market vesting conditions are satisfied. The cumulative
expense is not adjusted for failure to achieve a market vesting condition.
Where the terms and conditions of options are modified before they
vest, the increase in the fair value of the options, measured immediately
before and after the modification, is also charged to the consolidated
income statement over the remaining vesting period.
When the options are exercised, the company issues new shares. The
proceeds received net of any directly attributable transaction costs
are credited to share capital (nominal value) and share premium when
the options are exercised.
(p) Critical accounting estimates and judgements
Share-based payments
Where equity instruments are granted to persons other than employees,
the consolidated income statement is charged with the fair value
of goods and services received. Equity-settled share-based payments
are measured at fair value at the date of grant except if the value
of the service can be reliably established. The fair value determined
at the grant date of equity-settled share-based payments is expensed
on a straight-line basis over the vesting period, based on the Company's
estimate of shares that will eventually vest.
The Group makes estimates and assumptions regarding the future. Estimates
and judgements are continually evaluated based on historical experience
and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future,
actual experience may differ from these estimates and assumptions.
The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
Impairment of goodwill
The Group is required to test, on an annual basis, whether goodwill
has suffered any impairment. The recoverable amount is determined
based on value in use calculations. The use of this method requires
the estimation of future cash flows and the choice of a discount
rate in order to calculate the present value of the cash flows -
actual outcomes may vary. If the carrying amount exceeds the recoverable
amount then impairment is made.
Useful lives of intangible assets and property, plant and equipment
Intangible assets and property, plant and equipment are amortised
or depreciated over their useful lives. Useful lives are based on
the management's estimates of the period that the assets will generate
revenue, which are based on judgement and experience and periodically
reviewed for continued appropriateness. Changes to estimates can
result in significant variations in the carrying value and amounts
charged to the consolidated income statement in specific periods.
Valuations of other intangible assets (brands)
Externally acquired brands are recognised when they are controlled
through contractual or other legal rights and fair value can be reliably
measured. Their fair value is estimated using risk-adjusted future
cash flows discounted using appropriate interest rates. These future
cash flows are based on business forecasts and are therefore inherently
judgemental. Future events could cause the value of these assets
to be impaired. These could include a material deterioration in future
trading or a material change in estimated future costs.
Share-based payments
The Group utilised an equity-settled share-based remuneration scheme
for employees. Employee services received, and the corresponding
increase in equity, are measured by reference to the fair value of
the equity instruments at the date of grant, excluding the impact
of any non-market vesting conditions. The fair value of share options
are estimated by using Black-Scholes valuation method as at the date
of grant. The assumptions used in the valuation are described in
note 17 and include, among others, the expected volatility, expected
life of the options and number of options expected to vest.
Identifying the acquirer in business combinations
IFRS 3 defines the acquirer in a business combination as being the
entity that obtains control of the other combining entities and defines
control as being held by the combining entity that has the power
to govern the financial and operating policies of the other entity
so as to obtain benefits from its activities. The Group considers
all relevant facts and circumstances to determine which of the combining
entities has control, including the voting rights of shareholders,
composition of combined entities board and management.
Determination of fair values of intangible assets acquired in business
combinations
The fair value of patents and trademarks acquired in a business combination
is based on the discounted estimated royalty payments that would
have been avoided as a result of the trademark or a patent being
owned. The fair value of other intangible assets is based on the
discounted cash flows expected to be derived from the use and eventual
sale of the asset.
Income taxes
The Group is subject to income tax in several jurisdictions and significant
judgement is required in determining the provision for income taxes.
During the ordinary course of business, there are transactions and
calculations for which the ultimate tax determination is uncertain.
As a result, the Group recognises tax liabilities based on estimates
of whether additional taxes and interest will be due. The Group believes
that its accruals for tax liabilities are adequate for all open audit
years based on its assessment of many factors including past experience
and interpretations of tax law. This assessment relies on estimates
and assumptions and may involve a series of complex judgments about
future events. To the extent that the final tax outcome of such matters
is different than the amounts recorded, the differences will impact
income tax expense in the period in which such determination is made.
Deferred taxation
Deferred tax assets are recognised when it is judged more likely
than not that they will be recovered.
Going Concern
The financial report for the year ended 30 June 2011 has been prepared
on a going concern basis. As at the date of this report, the Company
has no available credit facilities. In the event the Company required
further funds to continue, a fund raising exercise would be proposed
with existing and/or potential new investors, and additionally the
Company is in the process of selling the Group's IP and assets which
the Directors believe will be successful, and raise sufficient cash
resources to enable the "new" Group structure to continue for the
next 12 months. Accordingly, the directors believe the going concern
basis to be appropriate.
1. REVENUE
An analysis of the Group's revenue is as follows:
2011 2010
GBP000's GBP000's
Continuing operations
Sale of goods 207 460
Royalty income - 4
---------
207 464
--------- ---------
2. BUSINESS AND GEOGRAPHICAL SEGMENTS
Segment information is presented in respect of the Group's
management and internal reporting structure.
Segment results, assets and liabilities include items directly
attributable to a segment as well as those that can be allocated on
a reasonable basis.
Operating and Geographical segments
All locations operate the same activity - design, production and
sale of branded apparel.
The Group's operations are located in Europe, including the
United Kingdom, United States and Australia.
Inter-segment sales are charged at prevailing market prices.
Year ended 30 June
2011
AUSTRALIA EUROPE UNITED STATES CONSOLIDATED
GBP000's GBP000's GBP000's GBP000's
REVENUE
External Sales 58 63 86 207
Royalties - - - -
Total Revenue 58 63 86 207
---------- --------- -------------- -------------
RESULT
Segment Result 19 (12) 43 50
---------- --------- -------------- -------------
Depreciation - - - -
Operating Expenses (138) (605) (169) (912)
---------- --------- -------------- -------------
Operating loss (119) (617) (126) (862)
Investment revenues 1 - - 1
Exceptional write-off
liabilities - - 93 93
Finance Costs - - - -
---------- --------- -------------- -------------
Loss before tax (118) (617) (33) (768)
---------- --------- -------------- -------------
BALANCE SHEET
ASSETS
Segment Assets 60 1,411 102 1,573
---------- --------- -------------- -------------
LIABILITIES
Segment Liabilities (17) (110) (91) (218)
---------- --------- -------------- -------------
Capital expenditure
- Website - 3 - 3
---------- --------- -------------- -------------
Year ended 30 June
2010
AUSTRALIA EUROPE UNITED STATES CONSOLIDATED
GBP000's GBP000's GBP000's GBP000's
REVENUE
External Sales 284 120 56 460
Royalties 4 - - 4
Total Revenue 288 120 56 464
---------- --------- -------------- -------------
RESULT
Segment Result 93 (105) (21) (33)
---------- --------- -------------- -------------
Depreciation (11) (3) (21) (35)
Operating Expenses (138) (940) (258) (1,336)
---------- --------- -------------- -------------
Operating loss (56) (1,048) (300) (1,404)
Investment revenues - - - -
Impairment of Intangibles - - - -
Other gains and losses - - 123 123
Finance Costs - (28) - (28)
---------- --------- -------------- -------------
Loss before tax (56) (1,076) (177) (1,309)
---------- --------- -------------- -------------
BALANCE SHEET
ASSETS
Segment Assets 166 1,114 104 1,384
---------- --------- -------------- -------------
LIABILITIES
Segment Liabilities (27) (89) (181) (297)
---------- --------- -------------- -------------
Capital expenditure - - - -
- PPE
---------- --------- -------------- -------------
3. LOSS FROM OPERATIONS
Loss from operations has been arrived at after charging:
2011 2010
GBP000's GBP000's
Depreciation of property, plant and equipment
- owned assets - 35
Write down of inventory to net realisable
value 30 24
Loss on disposal of fixed assets - 27
Staff costs (see note 4) 439 497
Net foreign exchange (gains)/losses 4 69
Auditors' remuneration for audit services
(see below) 23 25
---------- ----------
Amounts payable to Company Auditors and
their associates in respect of both audit
and non-audit services:
Comprising
- audit services 23 25
- non-audit services - -
---------- ----------
4. STAFF COSTS
The average monthly number of employees (including executive directors)
for the year for each of the Group's principal divisions was as follows:
2011 2010
Number Number
Management 3 3
Selling and Distribution 6 6
Head office and administration 4 4
------------- ------------
13 13
============= ============
The aggregate remuneration comprised:
2011 2010
GBP000's GBP000's
Wages and salaries 274 308
Social security and taxes 40 34
Temporary/consultant expenses 30 -
Directors emoluments 95 155
Share based payments (option scheme) - -
---------- ----------
439 497
========== ==========
The above costs are included in general and administrative
expenses.
The highest paid director received GBP82,500 (2010: GBP131,042)
and no directors received any pension contributions during the year
(2010: nil).
5. FINANCE REVENUE
2011 2010
GBP000's GBP000's
---------
Interest on bank deposits 1 -
========= =========
6. FINANCE COSTS
2011 2010
GBP000's GBP000's
Interest on bank overdraft and convertible
loan - 18
Other finance charges - 10
----------
- 28
======================================================= =========
7. INCOME TAX EXPENSE
Group Group
2011 2010
GBP000's GBP000's
Current tax - -
Deferred tax - -
----------- ----------
- -
=========== ==========
The charge for the year can be reconciled to the loss per the income
statement as follows:
Loss before taxation (768) (1,309)
Expected tax credit on loss before tax at
26/28% (2010: 28%) (211) (367)
Current and deferred tax profit and loss - -
charge
----------- ----------
Difference to be explained (see below) (211) (367)
----------- ----------
Expenses not deductible for tax purposes (108) (17)
Depreciation in excess of capital allowances - -
not recognised for tax purposes
Tax losses not recognised for tax purposes - -
Temporary differences not recognised for
tax purposes (103) (350)
----------- ----------
(211) (367)
----------- ----------
Effective tax rate 0% 0%
The group has losses of approximately GBP12.7 million (2010:
GBP11.5 million) available for carry forward against future trading
profits. No provision has been made for deferred tax assets as
there is no certainty that future profits will be available to
offset these losses.
8. DIVIDENDS
The directors are precluded from declaring a dividend for the
year, (2010: nil).
9. LOSS PER SHARE
The calculation of the basic and diluted earnings per share is
based on the following data:
2011 2010
Earnings
Earnings for the purposes of basic earnings
per share net loss for the period attributable
to equity holders of the parent (GBP000's) (768) (1,309)
Number of shares
Weighted average number of ordinary shares
for the purposes of basic earnings per share
(millions) 1,422.1 737.1
The denominator for the purpose of calculating the basic
earnings per share has been adjusted to reflect all capital
raisings. Due to the loss incurred in the period, there is no
dilutive effect resulting from the issue of share options, warrants
and shares to be issued.
10. INTANGIBLE ASSETS
2011 2010
GROUP
Hot Tuna Ecommerce Total Hot Tuna Licences Total
Brand Website Brand
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Opening balance 495 - 495 495 - 495
Impairment charge - 3 3 - - -
---------
Closing balance 495 3 498 495 - 495
========= ========== ========= ========= ========= =========
The "Hot Tuna" brand is considered to have an indefinite life
and therefore is not amortised.
Hot Tuna Brand Licences Total
GBP000's GBP000's GBP000's
Australia 218 - 218
United Kingdom 216 - 216
United States of America 61 - 61
--------------- --------- ---------
495 - 495
=============== ========= =========
At 30 June 2011, the directors have carried out an impairment
review and have considered no further write down in the value of
the licenses and brand is required (2010: GBPnil).
IMPAIRMENT REVIEW
This year the directors carried out an impairment review of the
Brand. In prior years the brands carrying value has been compared
to its recoverable amount based on a net present value calculation.
The key assumptions therein were those regarding discount rates,
growth rates and expected changes to selling prices and direct
costs during the period. Management estimated discount rates using
post-tax rates that reflect current market assessments of the time
value of money and the risks specific to the Hot Tuna brand and the
rate used was 9.9%. The forecast cash flows are based on approved
annual budgets for the next financial year and management
projections for the following nine years with a terminal value from
the tenth year onwards. This additional forecast period has a
compound growth rate of 21%. The directors have reviewed the 10
year forecast as updated to reflect current trading and risks
applicable to the Group, and in addition also considered the net
realisable value for the Brand, as indicated by the Group's
intention to sell the Hot Tuna Brand. All of these factors have not
indicated that there is any need for an impairment charge in the
current period, and the Directors believe the Brand value is stated
currently below its realisable value.
Based on the above the directors believe that no impairment of
the Brand is required for the period ending June 2011.
11. PROPERTY, PLANT AND EQUIPMENT
Office Fixtures and Total
Equipment Fittings
GROUP
GBP000's GBP000's GBP000's
COST
At 1 July 2010 30 23 53
Foreign exchange movements 3 4 7
Disposals - - -
----------- ------------- ---------
At 30 June 2011 33 27 60
=========== ============= =========
ACCUMULATED DEPRECIATION
At 1 July 2010 (30) (23) (53)
Foreign exchange movements (3) (4) -
Disposals - - -
Charge for the year - - -
----------- ------------- ---------
At 30 June 2011 (33) (27) (53)
=========== ============= =========
NET BOOK VALUE
----------- ------------- ---------
At 30 June 2011 - - -
=========== ============= =========
At 30 June 2010 - - -
=========== ============= =========
12. INVESTMENTS IN SUBSIDIARIES
Company Company
2011 2010
GBP000's GBP000's
Investments in subsidiaries
At 1 July 3 3
Write - down of investment - -
----------- -----------
At 30 June 3 3
----------- -----------
The following are the Company's subsidiaries:
Name of subsidiary Proportion Proportion Principal activity
Place of incorporation of ownership of voting power
(or registration) interest% held%
and operation
------------------------ ------------------------- -------------- ----------------- --------------------
Branded apparel
HTI Trading Limited design, production
Inc USA 100% 100% and sale
Hot Tuna International
Inc USA 100% 100%
Hot Tuna (UK) Limited UK 100% 100%
MAP Print Limited UK 75% 75%
Hot Tuna (Australia)
Pty Ltd Australia 100% 100%
Hot Tuna Holdings
Pty Ltd Australia 100% 100% Licence holder
13. INVENTORIES
Group Company Group Company
2011 2011 2010 2010
GBP000's GBP000's GBP000's GBP000's
Raw materials - - - -
Goods in transit - - - -
Finished goods 183 - 136 -
183 - 136 -
========== ========== ========== ==========
14. TRADE AND OTHER RECEIVABLES
Group Company Group Company
2011 2011 2010 2010
GBP000's GBP000's GBP000's GBP000's
Trade receivables 81 - 117 -
Other receivables 132 121 48 36
---------- ---------- ---------- ----------
214 121 165 36
========== ========== ========== ==========
Trade receivables are amounts due from the sale of goods.
The average credit period taken on sale of goods is 68 days
(2010: 92 days). An allowance has been made for estimated
irrecoverable amounts from the sale of goods of GBPnil (2010:
GBPnil). This allowance has been based on the knowledge of the
financial circumstances of individual debtors at the balance sheet
date.
The Group holds no collateral against these receivables at the
balance sheet date.
The following table provides an aged analysis of trade
receivables as at 30 June, but not impaired. The Group believes
that the balances are ultimately recoverable based on a review of
past payment history and the current financial status of the
customers.
2010 2010
GBP000's GBP000's
Up to three months 80 61
Up to six months 1 42
Over 6 months 1 14
--------- ---------
81 117
========= =========
There are no significant credit risks arising from financial
assets that are neither past due nor impaired.
At 30 June 2011, GBP35,474 (2010: GBP75,103) of receivables were
denominated in Sterling, GBP45,961 (2010: GBPnil) in US dollars and
GBPnil (2010: GBP41,826) in Australian dollars.
The directors consider that the carrying amount of trade and
other receivables approximates to their fair value.
15. TRADE AND OTHER PAYABLES
Group Company Group Company
2011 2011 2010 2010
GBP000's GBP000's GBP000's GBP000's
Trade and other payables 186 43 297 63
Accruals 32 32 - -
--------------- --------------- --------------- --------------
218 75 297 63
--------------- --------------- --------------- --------------
Due within one year: 218 75 297 63
--------------- --------------- --------------- --------------
Trade creditors principally comprise amounts outstanding for trade purchases and ongoing costs.
The Directors consider that the carrying amount of trade and other payables approximates their
fair value.
16. CONVERTIBLE LOAN NOTES
The convertible loan notes in issue at 1 July 2009 were issued
on 2 March 2007. The loan notes were issued for US$450,000 which
was to be paid over 540 days by 15 instalments of US$30,000 on
prescribed dates at thirty-five day intervals throughout the loan
term ("Repayment Amounts"). Whilst outstanding the convertible loan
note bore an interest rate of 7% per annum (payable monthly).
On the 20(th) January 2010 The Company agreed with the lender to
vary the loan notes. This accelerated the repayments to occur over
7 instalments between 28 January 2010 and 28 July 2010, the
interest rate was also increased to 15% per annum. Under the terms
of the variation the Company was permitted to settle all
outstanding principle amounts together with all outstanding
interest accrued on the loan notes in one payment. On the 30 April
2010 this was done by the payment of GBP169,000. This payment
terminates the loan note facilities and all terms there associated
with.
The terms of the loan notes which were in place prior to
settlement were as follows:
-- In the event that the Company does not make any such cash
repayment in accordance with the terms of the subscription letter
for the loan notes then the Company shall be treated as having
issued an "Advance Notice" under the facility and repayment of the
relevant amount of the loan notes shall take place by setting off
the Repayment Amounts against the issue of Ordinary shares in the
Company at a price determined 97% of the lowest of the daily volume
weighted average prices of the ordinary shares during the ten
consecutive trading day period beginning on the first trading day
after the scheduled repayment date of the Repayment Amounts.
-- The issuer had the option at any time during the loan term of
converting part or the whole of the outstanding loan notes into
ordinary shares. However, the Company had the option upon the
issuer exercising its conversion rights of paying cash in lieu of
such ordinary shares. The conversion price was 130% of the average
volume weighted price in the 20 days prior to exercise of the
option.
Group Company Group Company
2011 2011 2010 2010
GBP000's GBP000's GBP000's GBP000's
Nominal value of convertible loan notes issued:
Equity component at date of issue - - - -
Liability component at date of issue - - 169 169
Foreign exchange movements - - - -
Interest charged - - 12 12
Interest paid - - (12) (12)
Capital repaid - - 169 169
----------- ----------- ---------- ----------
Liability component at 30 June 2010 - - - -
=========== =========== ========== ==========
The interest charged for the previous year was calculated by
applying an effective interest rate of 7% to the liability
component for the period since the issue of the loan note.
17. OPERATING LEASES
Group Company Group Company
2011 2011 2010 2010
GBP000's GBP000's GBP000's GBP000's
Less than one year - - - -
18. SHARE CAPITAL
Nominal
Number of value
shares GBP000's
a) Issued and Fully Paid:
As at 1 July 2009 283,303,090 28
13 August 2009 - for cash at 0.3pence per share 370,000,000 37
30 March 2010 -for cash at 0.3 pence per share 500,000,000 50
As at 30 June 2010 1,153,303,090 115
============== =========
29 March 2011 - for cash at 0.1pence per share 1,054,981,000 106
-------------- ---------
As at 30 June 2011 2,208,284,090 221
============== =========
b) Deferred shares
As at 1 July 2010, and 181,303,419 1,795
As at 30 June 2011 181,303,419 1,795
============== =========
The Directors of the Company continue to be limited as to the
number of shares they can allot at any time and remain subject to
the allotment authority granted by the shareholders pursuant to
section 551 of the Companies Act 2006
The deferred shares have no voting rights, are not admitted to
trading on AIM and are only entitled to negligible participation in
the dividends and the return of capital in the Company
The Company has one class of ordinary shares which carry no
right to fixed income.
Total share options in issue
During the year, no options were granted (2010: nil).
As at 30 June 2011 the options in issue were:
Exercise price Expiry date Options in Issue 30 June
2011
25p 02/05/2012 500,000
50p 02/05/2013 500,000
2p 30/09/2011 500,000
2p 06/06/2012 1,000,000
25p 28/06/2012 100,000
50p 28/06/2013 150,000
75p 28/06/2014 200,000
2p 01/07/2012 100,000
1p n/a 2,000,000
25p 22/12/2011 3,000,000
1p n/a 2,300,000
2p 20/05/2013 400,000
2p 20/05/2014 600,000
2p 20/05/2015 1,000,000
2p 19/08/2013 75,000
2p 19/08/2014 100,000
2p 19/08/2015 175,000
2p 19/05/2013 13,000,000
--------------------------------
25,700,000
--------------------------------
No options were cancelled during the year (2010: nil).
1,815,000 options lapsed and no options were exercised during the year
(2010: nil).
The Company has a share option scheme for all employees of the
Group. Options are exercisable at a price defined by the individual
option agreement. The vesting period varies according to the
individual employment contract (between zero and five years). If
the options remain unexercised during the specified period from the
date of grant, the options expire. Options are forfeited if the
employee leaves the Group before the options vest.
Details of the assumptions used in the calculation of these fair
values are set out below. Expected volatility was based on the
historical volatility of the Company's share price over period
under review. Expected dividends were based on the Company's
payments to shareholders over the two years prior to the grant or
award date.
Under the schemes, the weighted average estimated fair value per
option granted by the Company during 2011 was nil (2010: nil). The
fair value of the share options granted under the plans during 2011
was nil (2010: nil). The value of the awards is charged in the
Income Statement over the vesting period.
Group Group
2011 2010
The Group recognises the following GBP000's GBP000's
expenses relating to equity settled
share-based payment transactions:
Employee benefits (Note 4) - -
Share-based payment for professional - -
services
- -
========== ==========
Total warrants in issue
During the year, no warrants were issued (2010: nil).
As at 30 June 2011 the warrants in issue were;
Exercise Price (pence) Expiry Date Warrants in Issue
30 June 2011
25 02/03/2012 50,000
30 02/03/2012 375,000
40 02/03/2012 200,000
50 02/03/2012 100,000
1.5 11/03/2013 29,250,000
1.5 25/03/2013 5,700,000
-------------------
35,675,000
-------------------
No warrants expired during the year (2010: nil).
No warrants were cancelled during the year (2010: nil)
No warrants were exercised during the year. (2010: nil)
Warrants represent subscription rights for ordinary shares in
Hot Tuna (International) PLC. The warrant reserve represents the
fair value of these warrants, determined using the Black-Scholes
valuation model, using assumptions consistent with those used in
calculating the fair value of share options.
Subject to the Memorandum and Articles of Association the
warrant holder shall be entitled to subscribe to ordinary shares in
the Company upon exercise of the warrants at subscription price.
Warrants may be exercised in whole or in part (and from time to
time) prior to the final exercise date. The warrants are
non-transferable.
19. FINANCIAL INSTRUMENTS
The Group's principal financial instruments comprise cash,
overdrafts and convertible loan notes. Please refer to note 15.
The Group has various other financial instruments, such as trade
and other receivables and trade and other payables that arise
directly from its operations which have not been included in the
following disclosures. The main risks arising from the Group's
financial instruments are interest rate risks, foreign exchange
risk, credit risk and liquidity risk. The policies for managing
these risks are regularly reviewed and agreed by the Board. It is,
and has been throughout the period under review, the Company's
policy that no trading in financial instruments should be
undertaken
Foreign exchange risk
The functional currency of the Company is Sterling. However, the
Group operates in a number of markets across the world and is
exposed to foreign exchange risk arising from various currency
exposures in respect of trade receivables and trade payables, in
particular with respect to the US dollar and the Australian
dollar.
The Group has derived the following sensitivities based on
variations of 20% (2010: 20%) in the US dollar and the Australian
dollar:
2011 2010
Impact on equity and profit after tax GBP000's GBP000's
20% increase in US dollar fx rate against
pound sterling (25) (12)
20% decrease in US dollar fx rate against
pound sterling 21 12
20% increase in Australian dollar fx rate
against pound sterling (23) (29)
20% decrease in Australian dollar fx rate
against pound sterling 20 27
Liquidity Risk
The Group monitors closely its access to bank and other credit
facilities in comparison to its outstanding commitments on a
regular basis to ensure that it has sufficient funds to meet the
obligations of the group as the fall due. The Group has currently,
no debt facilities available.
If further funds are required, they will be sought by raising
finance through the issue of equity.
Credit Risk
Credit risk predominantly arises from trade receivables and cash
and cash equivalents. Credit exposure is measured on a Group basis.
Group policy is to assess the credit quality of each customer
internally before accepting any terms of trade. The Groups maximum
exposure to credit risk relating to its financial assets is given
in note 14.
Capital Management
The Group's main objective when managing capital is to protect
returns to shareholders by ensuring the Group will continue to
trade in the foreseeable future.
The Group considers its capital to include share capital, share
premium, other reserves, warrant reserves, share-based payment
reserve and retained loss.
The Group considers it capital with regard to the risks inherent
in the business and the sector within which it operates by
monitoring its gearing ratio on a regular basis. The Group does not
have any externally imposed capital requirements.
Overdraft facility
The Group currently holds no overdraft facilities; the Group
would be charged an interest rate of 24% on any unauthorised bank
borrowings.
Interest rate risk
The group's interest rate exposure arises mainly from its
interest bearing borrowings and cash holdings. Contractual
agreements entered into at floating rates expose the entity to cash
flow risk whilst the fixed rate borrowings expose the entity to
fair value risk.
The table below shows the Group's financial assets and
liabilities split by those bearing fixed and floating rates and
those that are non-interest bearing.
Financial assets Fixed rate Floating rate Non-interest Total
bearing
GBP 000's GBP 000's GBP 000's GBP 000's
2011
Cash and cash equivalents - - 678 678
Trade receivables - - 81 81
Other receivables - - 132 132
-------------------------- ----------- -------------- ------------- ----------
Total - - 891 891
-------------------------- ----------- -------------- ------------- ----------
2010
Cash and cash equivalents - 588 - 588
Trade receivables - - 117 117
Other receivables - - 48 48
-------------------------- ----------- -------------- ------------- ----------
Total - 588 165 753
-------------------------- ----------- -------------- ------------- ----------
Financial Liabilities
2011
Trade payables - - 154 154
Accruals - - 32 32
Other payables - - 32 32
Total - - 218 218
-------------------------- ----------- -------------- ------------- ----------
2010
Trade payables - - 242 242
Accruals - - 25 25
Other payables - - 30 30
Total - - 297 297
-------------------------- ----------- -------------- ------------- ----------
Floating rate instant access deposits in Sterling earn interest
at prevailing bank rates.
Bank balances and cash comprise cash and short-term deposits
held by the Group treasury function. The carrying amount of these
assets approximates their fair value.
2011 2010
GBP000's GBP000's
Impact on profit or loss
1% increase in base rate of interest 5 4
1% decrease in base rate of interest (1) (6)
Fair Value
There is no material difference between the fair value of
financial assets and liabilities and their book value at the
balance sheet date.
20. RELATED PARTY TRANSACTIONS
Trading transactions
During the year, Group companies entered into the following
transactions with related parties who are not members of the
Group:
2011 2010
--------------- ---------------
Fees paid to Fees paid to
third parties third parties
GBP000's GBP000's
Kirst Services Limited* - 12
Meddip Limited** - 50
Monitor Marketing Limited *** 5 -
--------------- ---------------
5 62
=============== ===============
*Kirst Services Limited is a company related to Kiran
Morzaria
**Meddip Limited is a company related to Geoff O'Connell
*** Monitor Marketing Limited is a company related to Francis
Ball.
Fees to third parties comprise amounts paid to the Directors
through their limited companies under an agreement to provide the
Group with their services. These fees are derived from formalised
contracts with each of the directors.
Company Group Company Group
Amounts owed Amounts owed Amounts owed Amounts owed
Inter-company Loans: by related by related by related to related
parties parties parties parties
2011 2011 2010 2010
GBP000's GBP000's GBP000's GBP000's
MAP Print Limited 783 - 783 -
HTI Trading Limited
Inc 238 - 101 -
Hot Tuna International
Inc 3,966 - 3,966 -
Hot Tuna Australia Pty
Ltd 1,019 - 1,019 -
Hot Tuna (UK) Limited 2,572 - 2,316 -
Hot Tuna (International) - -
PLC - -
Provision for doubtful
debts (8,578) - (8,185) -
------------- ------------- ------------- -------------
Total - - - -
------------- ------------- ------------- -------------
Remuneration of key management personnel
The remuneration of the Directors, who are the key management
personnel of the Group, is set out below:
2011 2010
GBP000's GBP000's
Short term employee benefits (including social
security) 174 164
Share-based payments - -
--------- ---------
174 164
--------- ---------
21. CONTINGENT LIABILITIES
Trading in the United States subsidiary Hot Tuna International
Inc ceased in the year ending 30 June 2010 with trade payables of
$295,080USD. These amounts have been partially settled but retain a
balance of $193,405. All settlements were made on an informal basis
and as such may still be legally payable by the entity. As no
payments have been requested by creditors for over 12 months,
management believes that including the full amount of the payables
outstanding would not reasonably reflect the companies operating
position. A provision of 50% of the outstanding payables has been
removed from the statement of financial position with a subsequent
entry to comprehensive income of GBP93,000.
The 50% accounts payable reduction has had the following impact
on the consolidated financial statements:
GBP000's
Impact on comprehensive income 93
Impact on net assets and equity of
the company 93
As at 30 June 2011, the Group did not have any contingent
liabilities or litigation outstanding.
22. POST BALANCE SHEET EVENTS
On 7 September 2011, Oscar Verden and Marcus Yeoman were
appointed as Directors of the Company.
On 9 September 2011 Geoff O'Connell stepped down from Group CEO
to CEO International, Francis Ball stepped up from non-executive
Director to Executive Chairman
On 11 November 2011 the board agreed that the Hot Tuna business
would require additional funding in order to continue operations.
Due to market conditions the board also agreed that successful
raising capital for the business would be unrealistic. As such, the
board agreed that the sale of the Hot Tuna brand leaving the Hot
Tuna Company as a listed shell. The directors Geoffrey O'Connell,
Francis Ball and Oscar Verden agreed to step down from the board
upon the successful sale of the Hot Tuna brand.
The Company's 2011 report and its financial statements will be
presented to the shareholders for their approval at the AGM to be
held at 2.30 pm on Friday 27th January 2012 at the office of Brown
Rudnick LLP, 8 Clifford Street, London W1S 2LQ. The notice of the
AGM will be distributed to shareholders together with the Annual
Report.
The report and accounts for the year ended 30 June 2011 are
being posted to shareholders today and are available on the
Company's website, www.hottunaplc.com.
Enquiries:
Hot Tuna (International) PLC Tel: 0845 685 2050
Francis Ball, Executive Chairman
Seymour Pierce Limited (Nominated Adviser) Tel: +44 (0)20 7107 8000
Mark Percy / Catherine Leftley
Allenby Capital Ltd Tel: +44 (0)20 3328 5656
Nick Naylor
This information is provided by RNS
The company news service from the London Stock Exchange
END
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