TIDMCHA
RNS Number : 0749B
Concha plc
28 March 2013
28 March 2013
Concha PLC
("Concha" or the "Company")
Interim Report for the period ended 31 December 2012
Concha PLC announces its interim results for the six months
ended 31 December 2012.
No investments were made during the period, and the results show
a loss of GBP85,000 for the period, representing the excess of
overheads over investment income.
The Company continued to review potential investments and, in
December 2012, the Company amended its investing policy to provide
greater flexibility to develop a portfolio of investments in the
technology, media and entertainment sectors. Chris Akers was
appointed executive chairman in December 2012, replacing Barney
Battles who resigned in order to concentrate on other roles.
Investment in Moshen Limited, placing and share
consolidation
On 12 March 2013, Concha announced the proposed acquisition of a
40% interest in Moshen Limited ("Moshen") to be funded by a placing
of new shares. The proposals are conditional, inter alia, on
shareholder approval and a general meeting has been convened for 5
April 2013 for this purpose (full details are set out in the
Circular sent to shareholders, copies of which are available from
the Company's website: www.conchaplc.com). Moshen is a leading
developer and distributor of digital Apps focusing on the sports,
games and entertainment sectors. Concha has agreed to a pay
consideration of GBP250,000 in cash and to provide a further
GBP250,000 in the form of a term loan to Moshen for working capital
purposes, to be funded by a placing of new shares raising up to
GBP850,000 with existing and new investors. Moshen is experiencing
significant revenue growth and has developed a strong existing
client base and future pipeline.
The proposals also include a share consolidation of 1 New
Consolidation Share for every 10 existing Ordinary Shares in the
Company. Again further details can be found in the Circular.
Outlook
The Board of Concha looks forward to completing the acquisition
of Moshen, and intends that this will be the first of a number of
investments. The shares continue to be suspended from trading on
AIM, and the Board is working hard to secure sufficient investments
to meet the criteria to restore the shares to trading on AIM and
looks forward to updating the market on such further investments in
due course.
Enquiries:
Concha plc
Chris Akers 07767 775 888
Strand Hanson Limited (Nominated Adviser
and Joint Broker)
James Harris
Andrew Emmott 020 7409 3494
PeterHouse Corporate Finance (Joint Broker)
Jon Levinson
Lucy Williams 020 7926 0935
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2012
Half year to Half year to Year Ended
31.12.2012 31.12.2011 30.06.2012
(Unaudited) (Unaudited) (Audited)
Notes GBP000's GBP000's GBP000's
Revenue - 94 479
Cost of sales - (64) (317)
----------- ------------- ------------
Gross profit/(loss) - 30 162
Depreciation and amortisation (5) (4) (23)
General & administrative expenses (104) (561) (746)
Selling and Marketing expense - (58) (55)
----------- ------------- ------------
Loss from operations before exceptional items (109) (593) (662)
Exceptional write off of liabilities - - (142)
Investment income 24 - 11
Loss on disposal of property, plant and equipment - - (16)
----------- ------------- ------------
Loss before tax (85) (593) (809)
Tax - - -
----------- ------------- ------------
Retained Loss after tax for the year (85) - -
Continuing Operations
Comprehensive income attributable to Continuing operations (85) - -
Comprehensive income attributable to Discontinuing operations - (593) (809)
----------- ------------- ------------
Loss for period (85) (593) (809)
Other comprehensive income
Exchange differences on translation of foreign operations - - -
----------- ------------- ------------
Total comprehensive income for the year net of taxation 2 (85) (593) (809)
Retained loss attributable to:
Owners of the company (85) (593) (809)
----------- ------------- ------------
Loss for period (85) (593) (809)
Total comprehensive income attributable to:
Owners of the company (85) (593) (809)
Non-controlling interest - - -
----------- ------------- -------------
Total comprehensive income for the year (85) (593) (809)
===== ====== ======
Loss per share
Basic and diluted (pence) 3 (0.0027) (0.03) (0.03)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2012
As at As at As at
31.12.2012 31.12.2011 30.06.2012
(Unaudited) (Unaudited) (Audited)
Notes GBP000's GBP000's GBP000's
ASSETS
Non-current assets
Other intangible assets - 512 -
Property, plant and equipment - 23 5
----------- ------------- -------------
- 535 5
----------- ------------- -------------
Current assets
Inventories - 198 -
Trade and other receivables 793 180 762
Cash and cash equivalents 125 112 289
----------- ------------- -------------
918 490 1,051
----------- ------------- -------------
TOTAL ASSETS 918 1,025 1,056
====== ======= =======
LIABILITIES
Current liabilities:
Trade and other payables 206 263 259
----------- ------------- -------------
206 263 259
Non-current liabilities - - -
----------- ------------- -------------
TOTAL LIABILITIES 206 263 259
====== ======= =======
NET ASSETS 712 762 797
====== ======= =======
EQUITY
Share capital 4 311 221 311
Deferred share capital 1,795 1,795 1,795
Share premium reserve 13,706 13,527 13,706
Share based payment reserve - 1,478 -
Warrant reserve - 238 -
Foreign exchange reserve (73) (54) (73)
------------------- ------------------- -------------------
Retained loss (15,027) (16,444) (14,942)
========= ========= ==========
Equity attributable to:
Owners of the company 712 762 797
========= ========= ==========
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2012
Share Deferred Share Share-based Foreign Warrant Retained Total
capital Share premium payment Exchange reserve loss
CONSOLIDATED Capital account reserve Reserve
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Balance at 1 July 2012 311 1,795 13,706 - (73) - (14,942) 797
Loss for the period - - - - - - (85) (85)
Exchange differences - - - - - - - -
arising on translation
of overseas operations
--------- --------- --------- ------------ ---------- --------- --------- ---------
Total comprehensive
income for period - - - - - - (85) (85)
--------- --------- --------- ------------ ---------- --------- --------- ---------
Share capital issued - - - - - - - -
Reversal of lapsed - - - - - - -
options and warrants -
Balance at 30 December
2012 311 1,795 13,706 - (73) (15,027) 712
========= ========= ========= ============ ========== ========= ========= =========
CONSOLIDATED
Balance at 1 July 2011 221 1,795 13,526 2,057 (54) 238 (16,428) 1,355
Loss for the year - - - - - - (809) (809)
Exchange differences
arising on translation
of overseas operations - - - - (19) - - (19)
--------- --------- --------- ------------ ---------- --------- --------- ---------
Total comprehensive
income for 2012 - - - - (19) - (809) (828)
--------- --------- --------- ------------ ---------- --------- --------- ---------
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 - (73) - (14,942) 797
========= ========= ========= ============ ========== ========= ========= =========
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2012
Half Year to Half Year to Year Ended
31.12.2012 31.12.2011 30.06.2012
GBP000's GBP000's GBP000's
Cash flow from operating activities
Operating loss (85) (593) (809)
Investment income (24) - (11)
Depreciation 5 4 23
Profit on disposal of fixed assets - - (250)
------------- -------------- ----------------
Operating cash flows before movements in working Capital (104) (589) (1,047)
Increase in inventories - (15) 183
Decrease/(increase) in receivables (31) 34 188
Increase/(decrease) in payables (53) 45 41
------------- -------------- ----------------
Net cash outflow from operating activities (188) (525) (635)
Investment income 24 - 11
------------- -------------- ----------------
Net cash flow from operating activities (164) (525) (624)
Cash flow from investing activities
Purchase of tangible and intangible fixed assets - (41) (41)
Sale of intangible Assets - - 761
------------- -------------- ----------------
Net cash flow from investing activities - (41) 720
Cash flow from financing activities
Net proceeds from issue of share capital - - 270
Loans advanced - - (736)
------------- -------------- ----------------
Net cash flow from financing activities - - (466)
Net cash inflow (outflow) for the period (164) (565) (370)
-------------- ---------------- -------------
Exchange differences on translation of foreign operations - (19)
Cash and cash equivalents at start of period 289 678 678
-------------- ---------------- -------------
Cash and cash equivalents at end of period 125 112 289
======= ====== ======
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIOD ENDING 31 DECEMBER 2012
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"). The
accounting policies are unchanged from the financial statements for
the year ended 30 June 2012.
The interim financial statements for the period ended 31
December 2012 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 2012, prepared
in accordance with IFRS, have been filed with the Registrar of
Companies. The Auditors' report on these accounts was unmodified,
but did include 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 26 March 2013.
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 2012 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
All the Group's activity and income and expenses in the six
month period ended 31st December 2012 were incurred in the United
Kingdom, and relate to Concha's on going investment activities.
Half-year Australia Europe United States Consolidated Continuing Discontinuing
ended
31 December GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
2011
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
- PPE - 23 - - - -
------------- ------------ ------------ ---------------- ----------- ------------
Year ended Australia Europe United States Consolidated Continuing Discontinuing
30 June GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
2012
INCOME
Sales 71 402 6 479 - -
Royalties - - - - - -
------------- ------------ ------------ ---------------- ----------- ------------
Total Revenue 71 402 66 479 - -
------------- ------------ ------------ ---------------- ----------- ------------
Result
Segment
Result (5) 174 (7) 162 - -
Depreciation - (23) - (23) - -
Operating
expenses (92) (673) (36) (801) - -
------------- ------------ ------------ ---------------- ----------- ------------
Operating
loss (97) (522) (43) (662) - -
------------- ------------ ------------ ---------------- ----------- ------------
OTHER INCOME
Investment
revenue - 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) - -
===== ====== ====== ====== ====== ======
3. LOSS PER SHARE
The calculation of the basis and diluted earnings per share is
based on the following data:
Half year to Half year to Year ended
31.12.2012 31.12.2011 30.6.2012
Earnings
Earnings for the
purposes of basic
earnings per share
net loss for the
period attributable
to equity holders
of the parent
(GBP000's) (85) (593) (809)
Number of shares
Weighted average
number of ordinary
shares for the
purposes of basic
earnings per share
(millions) 3,108.8 2,208.3 2,583.0
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 GBP000's
Issued and Fully
Paid:
As at 1 July
2011 and 1 January
2012 2,208,284,090 221
30 January 2012
- for cash at
0.3 pence per
share 900,000,000 90
------------------- ------------------
As at 1 July
2012 and 31 December
2012 3,108,284,000 311
Deferred shares
As at 1 July
2011 and 1 January
2012 1,811,303,419 1,795
------------------- ------------------
As at 1 July
2012 and 31 December
2012 1,811,303,419 1,795
Total share options in issue
No options were granted or exercised during
the period, and there were no options in issue
at 31 December 2012.
Total warrants in issue
All warrants in issue prior to 31st December
2011 expired prior to 30th June 2012. The only
warrants in issue relate to an issue of warrants
on 6th February 2012 over 900,000,000 ordinary
shares as follows:
Exercise Price Expiry Date Warrants in Issue
(pence) 31 December 2012
0.03 27/02/2015 900,000,000
5. AVAILABILITY OF INTERIM RESULTS
These results were approved by the Board of Directors on 27
March 2013. Copies of this interim statement will be available to
the public from the Company's registered office and website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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