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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