TIDMCHA
RNS Number : 2203U
Concha plc
24 December 2012
24 December 2012
Concha Plc
("Concha" or "The Group")
Final Results for the year ended 30 June 2012
Concha PLC (AIM: CHA), an investment vehicle, announces its
final results for the year ended 30 June 2012.
CHAIRMAN'S STATEMENT
Overview
This report covers the Group's trading results for the year
ending 30 June 2012. These results take into account the sale of
the "Hot Tuna" brand including intellectual property and related
assets in January 2012.
Operational Review
The operational costs involved in the management of the Hot Tuna
brand were unsustainable and formed the basis of the Board's
decision to sell the trade and assets of the business for the sum
of GBP950,000 in January 2012.
As part of the wind up of the Hot Tuna business, the Board
commenced the closure of the United States ("US") and Australian
operations. This was successfully completed in August 2012 for the
US business and is expected to occur in early 2013 for the
Australian business.
In March 2012, the Group entered into a short term loan facility
with Churchill Media Limited ("Churchill") which involved the Group
lending Churchill up to GBP750,000 at a prevailing interest rate of
6% above LIBOR. The repayment date for this loan is January 2013.
As at 30 June 2012 GBP725,000 of this facility had been
advanced.
Financial Review
As mentioned in the Operational Review, the Group encountered a
number of unsustainable costs in the management of the Hot Tuna
brand which ultimately cumulated in the decision to sell the
business in January 2012 (approximately seven months into the 2012
financial year). Year-on-year comparisons are therefore not
appropriate and are not detailed in the text below.
Turnover for the year stood at GBP0.48 million which led the
Group to post a gross profit of GBP0.16 million.
Total other operational expenses were GBP0.82 million leading to
a loss from operations of GBP0.66 million and a loss after tax of
GBP0.81 million.
Operational cash outflows (before changes in working capital)
stood at GBP1.05 million in the 2012 financial year while net cash
outflow from operating activities (after changes in working capital
and investment income was GBP0.62 million.
Total cash outflow, post receipt of the net proceeds from the
placing of GBP0.27 million in January 2012, was GBP0.37 million.
This resulted in a cash balance at the end of the year of GBP0.29
million. Loans of GBP0.74 million were made to third parties.
Outlook
The original strategic objective of the Board was stated as a
reverse takeover. However, the Directors are of the opinion that
the opportunities available to the Company are best exploited by
building a portfolio of investments rather than one single
acquisition. Accordingly, the Directors have proposed a Revised
Investing Policy which will permit the Company greater flexibility
to pursue the available opportunities in the technology, media and
entertainment sectors. This revision is conditional upon Members
approval at the forthcoming General Meeting on 27 December 2012 as
set out in the Notice sent to shareholders dated 10 December
2012.
Subject to the approval of this change of investing policy, the
Directors intend to manage the resulting portfolio of investments
actively to enhance shareholder value through follow on investments
and disposals from time to time.
Such investments may result in the Company acquiring the whole
or part of a company or project, and may include the Company taking
strategic equity stakes in both public and private companies.
The Company's investments may take the form of equity, debt,
conversion of debt owed to the Company into equity, convertible
instruments, options or other financial instruments as the
Directors deem appropriate.
The Company intends to target opportunities which the Directors
believe would benefit from further investment, the expertise of the
Directors and access to the UK's capital markets. There is no limit
on the number or size of companies into which the Company may
invest.
The Directors believe that their broad collective experience in
the areas of acquisitions, accounting, corporate and financial
management and the technology, media and entertainment sectors will
enable the Company to achieve its strategic objective.
Strategic equity or debt investments may be undertaken in the
ordinary course of the Company's business and as an alternative to
holding cash reserves on a day-to-day basis.
I would like to draw the shareholders' attention to the emphasis
of matter in the audit opinion.
The Directors do not expect to pay dividends or make other
distributions for the foreseeable future, but when appropriate the
Directors intend to pursue progressive policies for the return of
cash to shareholders.
Mark Barney Battles
Non-Executive Chairman
DIRECTORS' REPORT
The directors submit their report and the financial statements
of Concha PLC ("Concha") and its subsidiary undertakings ("the
Group") for the year ended 30 June 2012.
Concha PLC is a public company incorporated in England and
Wales, and quoted on AIM.
PRINCIPAL ACTIVITIES
Up until January 2012, 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. Thereafter the principal activity of the Group was an
"investment vehicle".
BUSINESS REVIEW AND FUTURE DEVELOPMENTS
The Group's trading loss for the year, after taxation and
minority interests, was GBP0.81 million (2011: GBP0.77
million).
Information on future developments is included in the Operations
and Finance Review.
The directors are precluded from declaring a dividend for the
year (2011: Nil).
KEY PERFORMANCE INDICATORS
In the opinion of the directors there are no key performance
indicators whose disclosure is necessary for an understanding of
the development, performance or position of the business.
DIRECTORS
The following directors have held office during the year.
Director Date of appointment Date of resignation
---------------- -------------------- --------------------
Geoff O'Connell 16 February
2012
---------------- -------------------- --------------------
Mark Barney 6 February
Battles 2012
---------------- -------------------- --------------------
Francis Ball 21 February 7 February
2011 2012
---------------- -------------------- --------------------
Oscar Verden 7 September 7 February
2011 2012
---------------- -------------------- --------------------
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 2012 At 30 June 2011
------------------ ---------------------- ----------------------
Number Number
Directors of Percentage of Percentage
Shares (%) Shares (%)
Geoff O'Connell* 8,336,001 0.27 16,669,339 0.75
Mark Barney
Battles 83,333,333 2.68 - -
Marcus Yeoman 88,333,334 2.84 - -
------------------ ---------- ---------- ---------- ----------
* Geoff O'Connell resigned on 16 February 2012
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 42 days (2011: 262 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 10 December 2012 the Company has been notified of the
following interests of 3% or more in the issued ordinary share
capital of the Company:
Percentage
of issued
Number of share capital
Shareholder Shares (%)
TD DIRECT INVESTING NOMINEES
(EUROPE) LIMITED 351,048,232 11.29%
XCAP NOMINEES LIMITED 314,000,003 10.10%
JIM NOMINEES LIMITED 289,386,089 9.31%
BARCLAYSHARE NOMINEES LIMITED 191,370,876 6.16%
TD WEALTH INSTITUTIONAL NOMINEES
(UK) LIMITED 163,064,502 5.25%
HSDL NOMINEES LIMITED 145,302,161 4.67%
BROOKS MACDONALD NOMINEES
LIMITED 133,333,333 4.29%
INVESTOR NOMINEES LIMITED 114,836,980 3.69%
DARLINGTON PORTFOLIO NOMINEES
LIMITED 93,333,334 3.00%
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 2012, 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
haysmacintyre has indicated its willingness to continue in
office.
By order of the Board
Mark Barney Battles
Non-Executive Chairman
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
Concha PLC.
BOARD STRUCTURE
The Board comprises two non-executive directors. Given the
current dormant status of the Group, it is considered that this
gives the necessary business experience 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. 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 on page 9.
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 Mark Barney Battles. 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 Mark Barney Battles 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.
This report and its financial statements will be presented to
the shareholders for their approval at the AGM. 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 2012 has been
prepared on a going concern basis. As the group is currently
dormant, the directors are of the opinion the current cash reserves
are sufficient to cover the outgoing overheads of the group for at
least twelve months from the approval of the financial statements.
As at the date of this report, the Company has no available credit
facilities. In the event the Company required further funds for
expansion/investment purposes, a fund raising exercise would be
proposed with existing and/or potential new investors. 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 Mark Barney
Battles. 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
There are no share options in issue at the year end.
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
2012 2011
GBP000's GBP000's
Salary Fees Total Salary Fees Total
Geoff O'Connell
(*) 103 - 103 83 - 83
Francis
Ball (**) 24 8 32 - 12 12
Marcus
Yeoman
(***) - 22 22 - - -
Mark Barney
Battles
(****) - 28 28 - - -
127 58 185 83 12 95
======= ===== ====== ======= ===== ======
* Geoff O'Connell resigned on 16 February 2012
** Francis Ball resigned on 7 February 2012
*** Marcus Yeoman was appointed on 7 September 2011
**** Mark Barney Battles was appointed on 6 February 2012
APPROVAL
This report was approved by the Board of Directors and
authorised for issue on 24 December 2012 and signed on its behalf
by:
Mark Barney Battles
Non-Executive Chairman
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;
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 Concha 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 CONCHA PLC
(FORMALLY HOT TUNA (INTERNATIONAL) PLC)
We have audited the financial statements of Concha Plc (formerly
Hot Tuna (International) Plc) for the year ended 30 June 2012 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 18. 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 on page 9 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. In addition, we read all the financial and
non-financial information in the Directors' report to identify
material inconsistencies with the audited financial statements. If
we become aware of any apparent material misstatements or
inconsistencies we consider the implication for our report.
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 2012 and of the Group'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 the accounting policies concerning the company's ability to
continue as a going concern. The group incurred a net loss of
GBP0.81 million during the year ended 30 June 2012 and, at that
date, the group's cash assets were GBP0.29 million, and net cash
outflow from operating activities for the year ended 30 June 2012
was GBP0.37 million. These conditions, along with the other matters
explained in the accounting policies, 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.
Ian Cliffe (Senior Statutory Auditor)
for and on behalf of haysmacintyre
Statutory Auditors
Fairfax House, 15 Fulwood Place, London, WC1V 6AY
21 December 2012
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR
ENDED 30 JUNE 2012
NOTES
Year ended Year ended
30/06/12 30/06/11
GBP000's GBP000's
Revenue 1 479 207
Cost of sales (317) (157)
------------ ------------
Gross profit 162 50
Selling and marketing expenses (55) (86)
General and administrative expenses (746) (826)
Depreciation (6) -
Amortisation (17) -
------------ ------------
Loss from operations before exceptional items 3 (662) (862)
Exceptional (costs)/income (142) 93
Investment income 5 11 1
Loss on disposal of property, plant and equipment (16) -
Loss before tax (809) (768)
Tax 6 - -
------------ ------------
Retained loss after tax for the year (809) (768)
============ ============
Other comprehensive income
Exchange differences on translation of foreign operations - 27
------------ ------------
Total comprehensive income for the year net of taxation (809) (741)
============ ============
Retained loss attributable to:
Owners of the company (809) (768)
Non-controlling interest - -
------------ ------------
Loss for the year (809) (768)
============ ============
Total comprehensive income attributable to:
Owners of the company (809) (741)
Non-controlling interest - -
------------ ------------
Total comprehensive income for the year (809) (741)
============ ============
Loss per share
Basic and diluted 8 (0.03) pence (0.05) pence
============ ============
The Company's loss for the year ended 30 June 2012 was GBP0.81
million (2011: GBP0.74 million loss). The above trading activities
were discontinued in the year as a result of the sale of the
intellectual property and related assets in January 2012. The
Company is exempt from publishing its own income statement under
section 408 of the Companies Act 2006.
FINANCIAL STATEMENTS
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION AS AT
30 JUNE 2012
NOTES 2012 2012 2011 2011
Group Company Group Company
GBP000's GBP000's GBP000's GBP000's
ASSETS
Non-current assets
Other intangible assets 9 - - 498 495
Property, plant and equipment 10 5 - - -
Investments 11 - 2 - 3
5 2 498 498
-------- -------- -------- --------
Current assets
Inventories 12 - - 183 -
Trade and other receivables 13 762 750 214 121
Cash and cash equivalents 289 268 678 649
-------- -------- -------- --------
1,051 1,018 1,075 770
-------- -------- -------- --------
Total assets 1,056 1,020 1,573 1,268
======== ======== ======== ========
EQUITY AND LIABILITIES
EQUITY
Share capital 15 311 311 221 221
Deferred share capital 15 1,795 1,795 1,795 1,795
Share premium reserve 13,706 13,706 13,526 13,526
Share-based payment reserve - - 2,057 2,057
Warrant reserve - - 238 238
Foreign exchange reserve (73) - (54) -
Retained loss (14,942) (14,955) (16,428) (16,644)
-------- -------- -------- --------
TOTAL EQUITY 797 857 1,355 1,193
-------- -------- -------- --------
Current Liabilities
Trade and other payables 14 259 163 218 75
-------- -------- -------- --------
259 163 218 75
-------- -------- -------- --------
TOTAL EQUITY AND LIABILITIES 1,056 1,020 1,573 1,268
======== ======== ======== ========
The financial statements were approved by the board of directors
and authorised for issue on 24 December 2012 and are signed on its
behalf by:
Mark Barney Battles Marcus Yeoman
Non-Executive Chairman Non-Executive Director
FINANCIAL STATEMENTS
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE
2012
Share Deferred Share Share-based Foreign Warrant Retained Total Minority Total
capital Share premium payment Exchange 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
Balance at 1
July
2011 221 1,795 13,526 2,057 (54) 238 (16,428) 1,355 - 1,355
Loss for the
year - - - - - - (809) (809) - (809)
Exchange
differences
arising on
translation
of overseas
operations - - - - (19) - - (19) - (19)
--------- --------- --------- ------------ --------- --------- --------- --------- --------- ---------
Total
comprehensive
income for
2012 221 1,795 13,526 2,057 (73) 238 (17,237) 527 - 527
--------- --------- --------- ------------ --------- --------- --------- --------- --------- ---------
Share capital
issued 90 - 180 - - - - 270 - 270
Reversal of
lapsed
options and
warrants - - - (2,057) - (238) 2,295 - - -
Balance at 30
June 2012 311 1,795 13,706 - (73) (14,942) 797 - 797
========= ========= ========= ============ ========= ========= ========= ========= ========= =========
COMPANY
Balance at 1
July
2011 221 1,795 13,526 2,057 - 238 (16,644) 1,193
Loss for the
year - - - - - - (606) (606)
--------- --------- --------- ------------ --------- --------- --------- ---------
Total
comprehensive
income for
2012 221 1,795 13,526 2,057 - 238 (17,250) 587
--------- --------- --------- ------------ --------- --------- --------- ---------
Share capital
issued 90 - 180 - - - - 270
Reversal of
lapsed
options and
warrants - - - (2,057) - (238) 2,295 -
Balance at 30
June 2012 311 1,795 13,706 - - - (14,955) 857
========= ========= ========= ============ ========= ========= ========= =========
FINANCIAL STATEMENTS
STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE
2011
Share Deferred Share Share-based Foreign Warrant Retained Total Minority Total
capital Share premium payment Exchange 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
Balance at 1
July
2010 115 1,795 12,623 2,308 (81) 238 (15,911) 1087 - 1087
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
========= ========= ========= ============ ========= ========= ========= ========= ========= =========
COMPANY
Balance at 1
July
2010 115 1,795 12,623 2,308 - 238 (16,153) 926
Loss for the
year - - -- - - - (742) (742)
--------- --------- --------- ------------ --------- --------- --------- ---------
Total
comprehensive
income for
2011 - - - - - - (742) (742)
--------- --------- --------- ------------ --------- --------- --------- ---------
Share capital
issued 106 - 949 - - - - 1,055
Costs of share
issue - - (46) - - - - (46)
Reversal of
expired
options - - - (251) - - 251 -
--------- --------- --------- ------------ --------- --------- --------- ---------
Balance at 30
June
2011 221 1,795 13,526 2,057 - 238 (16,644) 1,193
========= ========= ========= ============ ========= ========= ========= =========
FINANCIAL STATEMENTS
CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS FOR THE YEAR
ENDED FOR THE YEAR ENDED 30 JUNE 2012
Group Company Group Company
2012 2012 2011 2011
GBP000's GBP000's GBP000's GBP000's
Loss for the year (809) (607) (768) (742)
Investment income (11) (11) (1) -
Depreciation 6 - - -
Amortisation 17 - - -
Foreign exchange (gains)/losses - - 4 -
Profit on disposal of
tangible and intangible
assets (250) (266) - -
Operating cash flows
before movements in working
capital (1,047) (884) (765) (742)
Decrease/(Increase) in
inventories 183 - (47) -
Decrease/(Increase) in
receivables 188 107 (49) (85)
Increase/(Decrease) in
payables 41 89 (79) 12
NET CASH OUTFLOW FROM
OPERATING ACTIVITIES (635) (688) (940) (815)
Investment income 11 11 1 -
Net cash flow from operating
activities (624) (677) (939) (815)
--------- --------- --------- ---------
Cash flow from investing
activities
Purchase of intangible
assets (14) - (3) -
Purchase of tangible
assets (27) - - -
Sale of investments - 1 - -
Sale of intangible assets 761 761 - -
Net cash flow from investing
activities 720 762 (3) -
--------- --------- --------- ---------
Cash flow from financing
activities
Net proceeds from issue
of share capital 270 270 1,009 1,009
Loans advanced (736) (736) - -
Net cash (outflow)/inflow
from financing activities (466) (466) 1,009 1,009
--------- --------- --------- ---------
Net cash (outflow)/inflow
for the year (370) (381) 67 194
--------- --------- --------- ---------
Foreign exchange differences
on translation (19) - 23 -
Cash and cash equivalents
at start of period 678 649 588 455
Cash and cash equivalents
at the end of the period 289 268 678 649
========= ========= ========= =========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED
30 JUNE 2012
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General information and authorisation of financial
statements
Concha 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
80-83 Long Lane, London, EC1A 9ET. The Company's
ordinary shares are traded on the AIM Market operated
by the London Stock Exchange. The Group financial
statements of Concha Plc for the year ended 30 June
2012 were authorised for issue by the Board on 24
December 2012 and the balance sheets signed on the
Board's behalf by Mr Mark Barney Battles and Mr Marcus
Yeoman.
The nature of the Group's operations and its principal
activities are set out in note 2 and in the Operations
and Finance Review on page 2 and 3.
(b) Going Concern
The financial report for the year ended 30 June 2012
has been prepared on a going concern basis. As the
group is currently dormant, the directors are of
the opinion the current cash reserves are sufficient
to cover the outgoing overheads of the group for
at least twelve months from the approval of the financial
statements. As at the date of this report, the Company
has no available credit facilities. In the event
the Company required further funds for expansion/investment
purposes, a fund raising exercise would be proposed
with existing and/or potential new investors. Accordingly,
the directors believe the going concern basis to
be appropriate.
(c) Statement of compliance with IFRS
The Group's financial statements have been prepared
in accordance with International Accounting Standards
and interpretations issued by the International Accounting
Standards Board as adopted by the European Union.
The principal accounting policies adopted by the
Group and Company are set out below.
(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 is recognised
on notification of payment by the licensee. Revenue
derived from the sale of manufactured products is
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(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.
(i) 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:
Intangible Useful economic
asset life Valuation method
-------------- ------------------- --------------------------------
Intellectual Patent life Estimated royalty stream if
property (20 years) the rights were to be licensed
Licenses 10 years Estimated discounted cash flow
Website costs 10 years estimated
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(j) 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.
An 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.
(k) 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
(l) 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.
(m) 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(n) 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.
(o) Share Warrants
Warrants represent subscription rights for ordinary
shares in Concha 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.
When warrants lapse, any amounts credited to the
warrants reserve are released to the retained earnings
reserve.
(p) 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.
When share options lapse, any amounts credited to
the warrants reserve are released to the retained
earnings reserve.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
1. REVENUE
An analysis of the Group's revenue is as follows:
2012 2011
GBP000's GBP000's
Discontinued operations
Sale of goods 479 207
479 207
--------- ---------
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 operated the same activity - design, production
and sale of branded apparel, up until the date of sale in January
2012.
The Group's operations were located in Europe, including the
United Kingdom, United States and Australia.
Inter-segment sales were charged at prevailing market
prices.
Year ended 30
June 2012
AUSTRALIA EUROPE UNITED STATES CONSOLIDATED
GBP000's GBP000's GBP000's GBP000's
REVENUE
External Sales 71 402 6 479
Total Revenue 71 402 6 479
---------- --------- -------------- -------------
RESULT
Segment Result (5) 174 (7) 162
---------- --------- -------------- -------------
Depreciation and
Amortisation - (23) - (23)
Operating Expenses (92) (673) (36) (801)
---------- --------- -------------- -------------
Operating loss (97) (522) (43) (662)
Investment revenues - 11 - 11
Exceptional costs - (142) - (142)
Loss on Disposal
of Fixed Assets - (16) - (16)
---------- --------- -------------- -------------
Loss before tax (97) (669) (43) (809)
---------- --------- -------------- -------------
BALANCE SHEET
ASSETS
Segment Assets - 1,056 - 1,056
---------- --------- -------------- -------------
LIABILITIES
Segment Liabilities - 259 - 259
---------- --------- -------------- -------------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
2. BUSINESS AND GEOGRAPHICAL SEGMENTS CONTINUED
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
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
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
---------- --------- -------------- -------------
3. LOSS FROM OPERATIONS
Loss from operations has been arrived at after charging:
2012 2011
GBP000's GBP000's
Depreciation of property, plant 6 -
and equipment - owned assets
Amortisation of intangible assets 17 -
Write down of inventory to net
realisable value 138 30
Loss on disposal of fixed assets 16 -
Staff costs (see note 4) 487 439
Net foreign exchange (gains)/losses - 4
Auditors' remuneration for audit
services (see below) 16 23
---------- ----------
Amounts payable to Company Auditors
and their associates in respect
of both audit and non-audit
services:
Comprising
- audit services 10 23
- non-audit services 2 -
- fees paid to the company auditors 4 -
in respect of the audit of
subsidiary company audit
---------- ----------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
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:
2012 2011
Number Number
Management 3 3
Selling and Distribution 2 6
Head office and administration 2 4
---------- ----------
7 13
========== ==========
The aggregate remuneration comprised:
2012 2011
GBP000's GBP000's
Wages and salaries 263 274
Social security and taxes 11 40
Temporary/consultant expenses 28 30
Directors emoluments 185 95
487 439
========== ==========
The above costs are included in general and administrative
expenses.
The highest paid director received GBP102,865 (2011: GBP82,500)
and no directors received any pension contributions during the year
(2011: Nil).
5. INVESTMENT INCOME
2012 2011
GBP000's GBP000's
---------
Interest receivable 11 1
========= =========
6. INCOME TAX EXPENSE
Group Group
2012 2011
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 (809) (768)
Expected tax credit on loss before
tax at 26% (2011: 26/28%) (210) (211)
Current and deferred tax profit -
and loss charge
---------- ----------
Difference to be explained (see
below) (210) (211)
---------- ----------
Expenses not deductible for tax
purposes - (108)
Tax losses not recognised for tax (210) -
purposes
Temporary differences not recognised
for tax purposes - (103)
---------- ----------
(211)
---------- ----------
Effective tax rate 0% 0%
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
7. DIVIDEND
The directors are precluded from declaring a dividend for the
year (2011: Nil).
8. LOSS PER SHARE
The calculation of the basic and diluted earnings per share is
based on the following data:
2012 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) (809) (768)
Number of shares
Weighted average number of ordinary
shares for the purposes of basic
earnings per share (millions) 2,583.0 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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
9. INTANGIBLE ASSETS
2012 2011
GROUP
Hot Tuna e-Commerce Total Hot Tuna e-Commerce Total
Brand Website Brand Website
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Opening balance 495 3 498 495 - 495
Additions - 14 14 - 3 3
Disposal (495) - (495) - - -
Amortisation (17) (17) - - -
---------
Closing balance - - - 495 3 498
========= =========== ========= ========= =========== =========
2012 2012 2011 2011
COMPANY Hot Tuna Total Hot Tuna Total
Brand Brand
GBP000's GBP000's GBP000's GBP000's
Opening balance 495 495 495 495
Impairment charge - - - -
Disposal (495) (495) - -
---------- --------- ---------- ---------
Closing balance - - 495 495
========== ========= ========== =========
IMPAIRMENT REVIEW
At 30 June 2012, the directors carried out an impairment review
and considered that the value of the e-Commerce website should be
fully written off reflecting the sale of the "Hot Tuna" Brand.
(2011: GBPNil).
Resulting from the sale of the Hot Tuna Brand in January 2012,
this year the directors did not need to carry out an impairment
review of the Brand at year end. In prior years the brands carrying
value has been compared to its recoverable amount based on a net
present value calculation. The only impairment test related to the
writing down of the e-Commerce website which was fully provided at
year end.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
10. PROPERTY, PLANT AND EQUIPMENT
Office Fixtures Total
Equipment and Fittings
GROUP
GBP000's GBP000's GBP000's
COST
At 1 July 2011 33 27 60
Additions 27 - 27
Disposals (20) - (20)
----------- -------------- ---------
At 30 June 2012 40 27 67
=========== ============== =========
ACCUMULATED DEPRECIATION
At 1 July 2011 (33) (27) (60)
Disposals 4 - 4
Charge for the year (6) - (6)
----------- -------------- ---------
At 30 June 2012 (35) (27) (62)
=========== ============== =========
NET BOOK VALUE
----------- -------------- ---------
At 30 June 2012 5 - 5
=========== ============== =========
At 30 June 2011 - - -
=========== ============== =========
11. INVESTMENTS IN SUBSIDIARIES
Company Company
2012 2011
GBP000's GBP000's
Investments in subsidiaries
At 1 July 2011 3 3
Disposal of investment (1) -
----------- -----------
At 30 June 2012 2 3
----------- -----------
The following are the Company's subsidiaries:
Name of subsidiary Proportion Proportion Principal
Place of of ownership of voting activity
incorporation interest% power held%
(or registration)
and operation
------------------------ --------------------- -------------- ------------- ----------
Dormant
Dormant
Dormant
HTI Trading
Limited Inc USA 100% 100% Dormant
Hot Tuna International
Inc USA 100% 100%
CC123 Limited
(Formally Hot
Tuna (UK) Limited) UK 100% 100%
Hot Tuna (Australia)
Pty Ltd Australia 100% 100%
Hot Tuna Holdings
Pty Ltd Australia 100% 100% Dormant
During the year the company disposed of its shares in Map Print
Ltd for GBP999 representing a loss on disposal of GBP1.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
12. INVENTORIES
Group Company Group Company
2012 2012 2011 2011
GBP000's GBP000's GBP000's GBP000's
Finished goods - - 183 -
- - 183 -
========== ========== ========== ==========
13. TRADE AND OTHER RECEIVABLES
Group Company Group Company
2012 2012 2011 2011
GBP000's GBP000's GBP000's GBP000's
Trade receivables - - 81 -
Other receivables 762 750 133 121
---------- ---------- ---------- ----------
762 750 214 121
========== ========== ========== ==========
Trade receivables are amounts due from the sale of goods.
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.
2012 2011
GBP000's GBP000's
Up to three months - 79
Up to six months - 1
Over 6 months - 1
---------- ---------
- 81
=============================== =========
There are no significant credit risks arising from financial
assets that are neither past due nor impaired.
At 30 June 2012, GBPNil (2011: GBP35,474) of receivables were
denominated in Sterling and GBPNil (2011: GBP45,961) in US
dollars.
The directors consider that the carrying amount of trade and
other receivables approximates to their fair value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
14. TRADE AND OTHER PAYABLES
Group Company Group Company
2012 2012 2011 2011
GBP000's GBP000's GBP000's GBP000's
Trade and other payables 103 12 186 43
Accruals 13 9 32 32
Other creditors 143 142 - -
--------------- --------------- --------------- ---------------
259 163 218 75
--------------- --------------- --------------- ---------------
Due within one year: 259 163 218 75
--------------- --------------- --------------- ---------------
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.
15 SHARE CAPITAL
Number Nominal
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
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
30 January 2012 - for cash at 0.3pence
per share 900,000,000 90
-------------- ---------
As at 30 June 2012 3,108,284,090 311
b) Deferred shares
As at 30 June 2011 and 30 June 2012 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.
(e) Total share options in issue
During the year, no options were granted (2011: Nil).
As at 30 June 2012 there were no options in issue.
25,700,000 options lapsed and no options were exercised
during the year (2011: 1,815,000 lapsed).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
15 SHARE CAPITAL (continued)
(f) Total warrants in issue
During the year, no warrants were issued (2011: nil).
As at 30 June 2012 the warrants in issue were;
Exercise Price Expiry Date Warrants in Issue
(pence) 30 June 2012
1.5 11/03/2013 29,250,000
1.5 25/03/2013 5,700,000
----------------------
34,950,000
----------------------
725,000 warrants expired during the year (2011: nil).
No warrants were cancelled during the year (2011: nil).
No warrants were exercised during the year. (2011:
nil).
Warrants represent subscription rights for ordinary shares in
Concha Plc.
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.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR
ENDED 30 JUNE 2012 (CONTINUED)
16. 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:
2012 2011
------------------ ------------------
Fees paid Fees paid
to third parties to third parties
GBP000's GBP000's
Monitor Marketing Limited * - 5
Balgownie Ventures Limited ** 28 -
Springtime Consultancy Limited 16 -
***
------------------ ------------------
44 5
================== ==================
* Monitor Marketing Limited is a company related to Francis
Ball.
** Balgownie Ventures Limited is a company related to Mark
Barney Battles.
*** Springtime Consultancy Limited is a company related to
Marcus Yeoman.
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 Amounts Amounts Amounts
Inter-company Loans: owed by owed by owed by owed to
related related related related
parties parties parties parties
2012 2012 2011 2011
GBP000's GBP000's GBP000's GBP000's
MAP Print Limited - - 783 -
HTI Trading Limited
Inc 250 - 238 -
Hot Tuna International
Inc 3,839 - 3,966 -
Hot Tuna (Australia)
Pty Ltd 1,073 - 1,019 -
CC123 Limited (Formally
Hot Tuna (UK) Limited) 2,938 - 2,572 -
Hot Tuna (International)
Inc Trust 110 - - -
Provision for doubtful
debts (8,210) - (8,578) -
--------- --------- --------- ---------
Total - - - -
--------- --------- --------- ---------
Remuneration of key management personnel
The remuneration of the Directors, who are the key management
personnel of the Group, is set out below
2012 2011
GBP000's GBP000's
Short term employee benefits (including
social security) 196 174
196 174
--------- ---------
17 CONTINGENT LIABILITIES
As at 30 June 2012, the Group did not have any contingent
liabilities or litigation outstanding not provided for.
18. POST BALANCE SHEET EVENTS
Following the disposal of the Hot Tuna brand during the year the
overseas subsidiary companies are to be dissolved. Hot Tuna
International Trading Limited Inc was dissolved on 1 August 2012.
At the date these financial statements were approved, being 21
December 2012, the remaining subsidiaries are in the process of
being dissolved.
The Directors were not aware of any significant post balance
sheet events other than those set out above in the notes to the
financial statements.
Contacts:
Concha Plc Tel: +44 (0) 7789 766
M Barney Battles, Non-Executive 242
Chairman
Strand Hanson Limited (Nominated Tel: +44 (0) 207 409 3494
Adviser & Broker)
James Harris
Andrew Emmott
This information is provided by RNS
The company news service from the London Stock Exchange
END
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