TIDMCHA
RNS Number : 2116A
Concha plc
28 March 2012
28 March 2012
Concha Plc (formerly Hot Tuna (International) Plc)
("Concha" or "the Company")
Interim Report for the period ending 31 December 2011
Concha Plc (formerly Hot Tuna (International) PLC) (AIM: CHA),
previously a surf wear and fashion brand, announces its interim
results for the six months ending 31 December 2011.
Highlights
-- The Group disposed of certain intellectual property and
assets of its former business called "Hot Tuna" post period end to
Brands Holdings Limited for a cash consideration of GBP950,000;
-- The accounting profit realised on the asset disposal was circa GBP310,000;
-- Certain Board changes including appointment of M Barney Battles as Non-Executive Chairman;
-- Change of name to Concha plc to better reflect strategy going forward;
-- Placing of 900 million shares to raise GBP270,000 before expenses;
-- Short term loan facility of up to GBP750,000 entered into with Churchill Media Limited; and
-- Board actively pursuing strategic acquisition opportunities.
Commenting on the Interim Results, Chairman M Barney Battles
said:
"These Results reaffirm the Board's decision in November 2011 to
swiftly put up for sale the assets and intellectual property of the
former business "Hot Tuna". The tendering process generated
interest from a range of trade buyers and the eventual sale
delivered a significant boost to cash reserves and a substantial
profit on disposal in January 2012. We are delighted with the final
sales price for our former business that was negotiated and
delivered by the new Board.
We remain committed to acquiring a business that maximises long
term shareholder value and we are actively pursuing a range of
possible acquisition targets."
Interim Review
The 6 months ending 31 December 2011 was a challenging and
disruptive period for the Company. The previous executive
management team's strategy focused on the re-launch of the brand
which was driven forward in the first 4 months with the roll out of
the ecommerce sites and the on-going negotiation of a distribution
arrangement for the Company's home market of Australia. In
September 2011 Mr Marcus Yeoman was appointed as Non-executive
Director who, concerned with progress being made with the
re-launch, immediately requested that the board assist him with a
review of the current business strategy which led to the eventual
appointment of Mr M Barney Battles as consultant to maximise the
value of the company's assets. It soon became clear from this
review that the strategy that the then executive management team
were pursuing was not working and the board therefore instructed M
Barney Battles to commence with the sale of the company's
assets.
The process began in December and culminated in the successful
disposal of the brand and assets at a General Meeting of
Shareholders on 6 February 2012. Following the disposal approval,
Shareholders also approved the change of Company's business to
investing, the approval of Mr M Barney Battles to Non-executive
Director and change of Company name to Concha Plc.
Subsequent to the successful disposal, the Directors excluding
Mr Yeoman and Mr Battles stepped down from the board. Both Mr
Yeoman and Mr Battles have significant experience working with
companies listed on the AIM market and it was agreed that they
would best represent the interests of the corporate shell and its
shareholders going forward.
The appointment of Mr Battles, along with change of business
strategy to investing and change of name to Concha Plc was enacted
on 7 February 2012.
Outlook
As part of the sale process, the board indicated that they
intended for the corporate shell to seek a strategic acquisition in
the media and technology industry and while no business has yet
been identified, Mr Yeoman and Mr Battles remain committed to
identifying suitable targets.
In the interim, the board is continuing to finalise the previous
business's trading obligations with the intention of attaining a
clean listed shell as quickly as possible.
Concha Plc
80-83 Long Lane
London
EC1A 9ET
Enquiries:
Concha Plc
M Barney Battles, Non-executive Chairman Tel: 020 7692 0589
Seymour Pierce Limited (Nominated Adviser and Broker)
Mark Percy / Catherine Leftley (Corporate Finance) Tel: 020 7107
8000
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JULY 2011 TO 31 DECEMBER 2011
NOTES Half year Half year Year Ended
to to
31.12.2011 31.12.2010 30.06.2011
(Unaudited) (Unaudited) (Audited)
GBP000's GBP000's GBP000's
Revenue 94 60 207
Cost of sales (64) (146) (157)
------------ ------------ -----------
Gross profit/(loss) 30 (86) 50
Depreciation and amortisation (4) - -
General & administrative expenses (561) (423) (826)
Selling and Marketing expense (58) (50) (86)
------------ ------------ -----------
Loss from operations before exceptional
items (593) (559) (862)
Exceptional write off of liabilities - - 93
Investment income - - 1
------------ ------------ -----------
Loss before tax (593) (559) (768)
Tax - - -
Retained Loss after tax for the year (593) (559) (768)
============ ============ ===========
Continuing Operations
Comprehensive income attributable to
Continuing Operations (276) (135) (273)
Comprehensive income attributable to
Discontinuing Operations (317) (424) (495)
Loss for period (593) (559) (768)
============ ============ ===========
Other comprehensive income
Exchange differences on translation
of foreign operations 39 27
Total comprehensive income for the year
net of taxation 2 (593) (520) (741)
============ ============ ===========
Retained loss attributable to:
Owners of the company (593) (559) (768)
Non-controlling interest - - -
Loss for period (593) (559) (768)
============ ============ ===========
Total comprehensive income attributable
to:
Owners of the company (593) (520) (741)
Non-controlling interest - - -
Total comprehensive income for the year (593) (520) (741)
============ ============ ===========
Loss per share
Basic and diluted (pence) 3 (0.03) (0.05) (0.05)
============ ============ ===========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2011
NOTES As at As at As at
31.12.2011 31.12.2010 30.06.2011
(Unaudited) (Unaudited) (Audited)
GBP000's GBP000's GBP000's
ASSETS
Non-current
assets
Other intangible
assets 512 495 498
Property, plant 23 - -
and equipment
535 495 498
--------------------------------- --------------------------------- ---------------------------------
Current assets
Inventories 198 139 183
Trade and other
receivables 180 65 214
Cash and cash
equivalents 112 203 678
490 407 1,075
--------------------------------- --------------------------------- ---------------------------------
TOTAL ASSETS 1,025 902 1,573
================================= ================================= =================================
LIABILITIES
Current
liabilities
Trade and other
payables 263 335 218
Convertible loan - - -
note
263 335 218
--------------------------------- --------------------------------- ---------------------------------
Non-current - - -
liabilities
- - -
--------------------------------- --------------------------------- ---------------------------------
TOTAL
LIABILITIES 263 335 218
================================= ================================= =================================
NET ASSETS 762 567 1,355
================================= ================================= =================================
EQUITY
Share capital 4 221 115 221
Deferred share
capital 1,795 1,795 1,795
Share premium
reserve 13,527 12,623 13,527
Share based
payment reserve 1,478 2,152 2,056
Warrant reserve 238 238 238
Foreign exchange
reserve (54) (42) (54)
Retained loss (16,444) (16,314) (16,428)
--------------------------------- --------------------------------- ---------------------------------
762 567 1,355
Equity
attributable to:
Owners of the
company 762 567 1,355
Non-controlling - - -
interest
Total
comprehensive
income
for the year 762 567 1,355
================================= ================================= =================================
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JULY 2011 TO 31 DECEMBER 2011
Deferred Share Share Foreign
Share share premium based exchange Merger Warrant Retained Total Minority Total
capital capital account payment reserve reserve reserve loss interest equity
reserve
CONSOLIDATED 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 2011 221 1,795 13,527 2,056 (54) - 238 (16,428) 1,355 - 1,355
Loss for the
period (593) (593) - (593)
Total
comprehensive
income
for 2011 - - - - - - - (593) (593) - (593)
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Reversal of
Expired
Options (578) 578 - -
Balance at 31
December
2011 221 1,795 13,527 1,478 (54) - 238 (16,443) 762 - 762
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
Deferred Share Share Foreign
Share share premium based exchange Merger Warrant Retained Total Minority Total
capital capital account payment reserve reserve reserve loss interest equity
reserve
CONSOLIDATED 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 12,625 2,307 (81) - 238 (15,911) 1,088 - 1,088
Loss for the
year (768) (768) - (768)
Exchange
differences
on
translation
of foreign
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 (47) (47) - (47)
Reversal of
Expired
Options (251) 251 - -
Balance at 30
June 2011 221 1,795 13,527 2,056 (54) - 238 (16,428) 1,355 - 1,355
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 1 JULY 2011 TO 31 DECEMBER 2011
Half Year to Half Year Year Ended
to
31.12.2011 31.12.2010 30.06.2011
GBP000's GBP000's GBP000's
Cash flow from operating activities
Operating loss (593) (559) (768)
Investment income - - (1)
Depreciation 4 - -
Foreign exchange gains - - 4
------------- ----------- -----------
Operating cash flows before movements
in working Capital (589) (559) (765)
Increase in inventories (15) (3) (47)
Decrease /(increase) in receivables 34 100 (49)
increase /(decrease) in payables 45 38 (79)
------------- ----------- -----------
Net cash outflow from operating
activities (525) (424) (940)
Investment income - - 1
Net cash flow from operating activities (525) (424) (939)
============= =========== ===========
Cash flow from investing activities
Purchase of property, plant and
development (41) - (3)
------------- ----------- -----------
Net cash flow from investing activities (41) - (3)
============= =========== ===========
Cash flow from financing activities
Net proceeds from issue of share
capital - - 1,009
Net cash flow from financing activities - - 1,009
============= =========== ===========
Net cash inflow (outflow) for the
period 5 (565) (424) 67
============= =========== ===========
Exchange differences on translation
of foreign operations - 39 23
Cash and cash equivalents at start
of period 678 588 588
Cash and cash equivalents at end
of period 112 203 678
============= =========== ===========
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIOD ENDING 31 DECEMBER 2011
1. BASIS OF PREPARATION
The consolidated interim financial statements have been prepared
on a going concern basis and in accordance with the recognition and
measurement principles of International Financial Reporting
Standards adopted for use in the European Union ("IFRS") and
expected to be effective at the year end of 30 June 2012. The
accounting policies are unchanged from the financial statements for
the year ended 30 June 2011.
The interim financial statements for the period ended 31
December 2011 have not been audited and do not constitute statutory
accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts for the year ended 30 June 2011, prepared
in accordance with IFRS, have been filed with the Registrar of
Companies. The Auditors' report on these accounts was unqualified,
did not include any matters to which the Auditors drew attention by
way of emphasis without qualifying their report and did not contain
any statements under section 498 of the Companies Act 2006.
This Interim Financial Report was approved by the Board of
Directors on 27 March 2012.
Statement of compliance
These condensed consolidated interim financial statements have
been prepared in accordance with International Accounting Standard
('IAS') 34 - Interim Financial Reporting as adopted by the European
Union. Accordingly the interim financial statements do not include
all of the information or disclosures required in the annual
financial statements and should be read in conjunction with the
Group's 2011 annual financial statements.
Basis of consolidation
The consolidated financial statements comprise the financial
statements of Concha Plc and its controlled entities. The financial
statements of controlled entities are included in the consolidated
financial statements from the date control commences until the date
control ceases.
The financial statements of subsidiaries are prepared for the
same reporting period as the parent company, using consistent
accounting policies.
All inter-company balances and transactions have been eliminated
in full.
Foreign currencies
The functional currency of each entity is determined after
consideration of the primary economic environment of the entity.
The group's presentational currency is Sterling (GBP).
Turnover and Segmental Analysis
The Group has adopted IFRS 8 which is required for all annual
reports and interim financial statements starting 1 January 2009 or
later.
The reportable segments identified make up all of the Group's
external revenue, which is derived primarily from the design,
production and sale of branded apparel. The reportable segments are
an aggregation of the operating segments within the Group as
prescribed by IFRS 8. The reportable segments are based on the
Group's management structures and the consequent reporting to the
Chief Operating Decision Maker, the Board of Directors. Our sector
results are attributable to the design, production and sale of
branded apparel and corporate costs. The design, production and
sale of branded apparel are carried over three continental
segments, Australia, Europe and United States. Corporate costs are
borne by the United Kingdom. Income and expenses included in profit
for the year are allocated directly or indirectly to the reportable
segments. Reporting for group is subsequently split into continuing
and discontinuing operations in accordance with IFRS 5 on the basis
of the sale of the Company's assets agreed by the Board in November
2011.
Inter-company balances comprise arms' length transactions
between operating segments making up the reportable segments. These
balances are eliminated to arrive at the figures in the
consolidated accounts.
2. TURNOVER AND SEGMENTAL ANALYSIS
Half-year ended AUSTRALIA EUROPE UNITED CONSOLIDATED CONTINUING DISCONTINUING
31 December 2011 STATES
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
INCOME
Sales 54 34 6 94 - 94
Royalties - - - - - -
Total Revenue 54 34 6 94 - 94
---------- --------- --------- ------------- ----------- --------------
Result
Segment Result 11 14 5 30 - 30
---------- --------- --------- ------------- ----------- --------------
Depreciation - (4) - (4) - (4)
Operating expenses (59) (524) (36) (619) (276) (343)
Operating loss (48) (514) (31) (593) (276) (317)
---------- --------- --------- ------------- ----------- --------------
OTHER INCOME
Loss before tax (48) (514) (31) (593) (276) (317)
========== ========= ========= ============= =========== ==============
BALANCE SHEET
Assets
Segment assets 44 934 47 1,025
---------- --------- --------- -------------
LIABILITIES
Segment liabilities (25) (156) (82) (263)
---------- --------- --------- -------------
OTHER DISCLOSURES
Capital expenditure - 23 - -
- PPE
---------- --------- --------- -------------
Half-year ended AUSTRALIA EUROPE UNITED CONSOLIDATED CONTINUING DISCONTINUING
31 December 2010 STATES
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
INCOME
Sales 19 33 8 60 - 60
Royalties - - - - - -
Total Revenue 19 33 8 60 - 60
---------- --------- --------- ------------- ----------- --------------
Result
Segment Result 7 (73) (20) (86) - (86)
---------- --------- --------- ------------- ----------- --------------
Depreciation - - - -
Operating expenses (68) (302) (103) (473) (135) (338)
Operating loss (61) (375) (123) (559) (135) (424)
---------- --------- --------- ------------- ----------- --------------
OTHER INCOME
Loss before tax (61) (375) (123) (559) (135) (424)
========== ========= ========= ============= =========== ==============
BALANCE SHEET
Assets
Segment assets 105 725 72 902
---------- --------- --------- -------------
LIABILITIES
Segment liabilities (12) (139) (184) (335)
---------- --------- --------- -------------
OTHER DISCLOSURES
Capital expenditure - - - -
- PPE
---------- --------- --------- -------------
SEGMENT REPORTING (CONTINUED)
Year ended 30 AUSTRALIA EUROPE UNITED CONSOLIDATED CONTINUING DISCONTINUING
June 2011 STATES
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
INCOME
Sales 58 63 86 207 - 207
Royalties - - - - - -
Total Revenue 58 63 86 207 - 207
---------- --------- --------- ------------- ----------- --------------
Result
Segment Result 19 (12) 43 50 - 50
---------- --------- --------- ------------- ----------- --------------
Depreciation - - - -
Operating expenses (138) (605) (169) (912) (273) (639)
Operating loss (119) (617) (126) (862) (273) (589)
---------- --------- --------- ------------- ----------- --------------
OTHER INCOME
Company Adjustments - - 93 93 - 93
Investment revenue 1 - - 1 - 1
Loss before tax (119) (617) (32) (768) (273) (495)
========== ========= ========= ============= =========== ==============
BALANCE SHEET
Assets
Segment assets 60 1,411 102 1,573
---------- --------- --------- -------------
LIABILITIES
Segment liabilities (17) (110) (91) (218)
---------- --------- --------- -------------
OTHER DISCLOSURES
Capital expenditure - - - -
- PPE
---------- --------- --------- -------------
3. LOSS PER SHARE
The calculation of the basic and diluted earnings per share is
based on the following data:
Half Year Half Year Year Ended
to 31.12.2011 to 31.12.2010 30.6.2011
Earnings
Earnings for the purposes of basic earnings
per share net loss for the period attributable
to equity holders of the parent (GBP000's) (593) (559) (768)
Number of shares
Weighted average number of ordinary shares
for the purposes of basic earnings per
share (millions) 2,208.3 1,153.3 1,422.1
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.
4. SHARE CAPITAL
Number of Nominal value
shares
a) Issued and Fully Paid: GBP000's
As at 31 December 2010 1,153,303,090 115
29 March 2011 - for cash at 0.1pence per share 1,054,981,000 106
As at 31 December 2011 2,208,284,090 221
b) Deferred shares
As at 1 July 2010, and 181,303,419 1,795
-------------- --------------
As at 31 December 2011 181,303,419 1,795
c) Total share options in issue
During the half year, no options were granted (2010: Nil).
As at 31 December 2011 the options in issue were:
Exercise price Expiry date Options in Issue 31
December 2011
25p 02/05/2012 500,000
50p 02/05/2013 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
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
------------------------------
17,900,000
------------------------------
No options were cancelled or were exercised during the half year
(2010: Nil).
3.5million options lapsed during the half year (2010: Nil)
d) Total warrants in issue
During the year, no warrants were issued (2010: nil).
As at 31 December 2011 the warrants in issue were;
Exercise Price (pence) Expiry Date Warrants in Issue 31
December 2010
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 half year (2010: Nil).
No warrants were cancelled during the half year (2010: Nil)
No warrants were exercised during the year. (2010: Nil)
5. CASH FLOWS FROM CONTINUING OPERATIONS
Cash flows Cash flows
from from
Combined Continuing Discontinuing
Cash flows Operations Operations
31.12.2011 31.12.2011 31.12.2011
GBP000's GBP000's GBP000's
Cash flow from operating activities
Operating loss (593) (398) (195)
Depreciation 4 - 4
Operating cash flows before movements
in working capital (589) (398) (192)
Increase in inventories (15) - (15)
Decrease in receivables 34 7 27
Increase/(decrease) in payables 45 104 (59)
----------- ----------- --------------
Net cash outflow from operating activities (525) (287) (238)
Investment income - - -
Net cash flow from operating activities (525) (287) (238)
=========== =========== ==============
Cash flow from investing activities
Purchase of property, plant and development (41) - (41)
----------- ----------- --------------
Net cash flow from investing activities (41) - (41)
=========== =========== ==============
Cash flows from financing activities
Net proceeds from issue of share - - -
capital
Net cash flow from financing activities - - -
=========== =========== ==============
Net cash outflow for the period (566) (287) (279)
=========== =========== ==============
Cash and cash equivalents at start
of period 678 678 678
Continuing/Discontinuing Cash Movement - (279) (287)
Cash and cash equivalents at end
of period 112 112 112
=========== =========== ==============
6. EVENTS OCCURRING AFTER THE REPORTING PERIOD
On 27 January 2012 the Company successfully raised GBP270,000
via the issuance of 900,000,000 shares for 0.03p per share and
900,000,000 attached warrants exercisable for 3 years at 0.03p.
On 6 February 2012 the shareholders of the company approved the
disposal of the business's key assets and trading stock for
GBP950,000 along with the appointment of Mr M Barney Battles to the
board as Non-executive Chairman, change of Company business to an
Investing Company and the change of name to Concha Plc.
Subsequently Mr Geoffrey O'Connell, Mr Francis Ball and Mr Oscar
Verden stepped down from the board. These changes were affected on
7 February 2012.
There being no on-going trading business, the Company negotiated
the termination of staff and are finalising the cessation of prior
trading obligations and the dissolution of corporate
subsidiaries.
7. Availability of Interim Results
Copies of the Interim Results for the six months to 31 December
2011 are available from the Company's registered address and will
be available on the Company's website, www.conchaplc.com, later
today.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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