TIDMCHA
RNS Number : 6200D
Concha plc
31 March 2014
31st March 2014
Concha PLC
("Concha" or "the Company")
Interim Report for the period ended 31 December 2013
Concha PLC announces its interim results for the six months
ended 31 December 2013.
Aside from costs associated with the operation of a publically
quoted company, operating overheads for the six months were
GBP203,000 and included professional fees associated with the
administration of Moshen Limited ("Moshen") and the pursuance of
the recovery of amounts advanced to Churchill Media Limited ("CML")
following its failure to make repayment under the terms of the loan
on 30 September 2013.
In August 2013, the company completed the placing of 182,499,999
ordinary shares raising GBP638,750 from a combination of new and
existing shareholders. This funding was used to complete the
acquisition of a 30% equity holding in The Works, The Complete
Design Facility Limited, ("Works"). Works is a specialist media
design agency focusing on the sports sector, dealing with branding,
motion, and events. The stake was bought for cash consideration of
GBP400,000. In October 2013, following the appointment of
Administrators to Moshen Limited, a business in which the company
held a 40% interest, the Board, together with the management at
Works formed a new digital agency which will progress opportunities
and will trade under the name of "Works Digital".
In December 2013 the Company placed a further 50,000,000
ordinary shares, with the proceeds of GBP100,000, being used to
fund the company's working capital requirements. At the time of the
placing the company issued a put and call option over a further
50,000,000 ordinary shares exercisable on or before the 14 February
2014. On 7 February 2014, the Board received notification of an
intention to exercise the option whereby further funds of
GBP100,000 were secured.
Outlook
Concha's principal investment in Works continues to perform
well, now supplemented by Works Digital and the additional digital
service offerings it is able to offer to both existing and
prospective clients alike. The Board continues to progress its
action against its former legal advisors in respect of the failure
to register a valid security interest in loan amounts advanced to
the former Moshen business and expects to conclude this process
before the end of the current financial year. The Board also
continues to seek a resolution with respect to the CML loan and
will provide a further update when appropriate.
Concha's strategy remains to identify and invest in growth
companies in the technology, media and communications sectors. The
Board has identified a number of potential acquisition
opportunities in these sectors, which it believes offer good
opportunities to generate shareholder value. Whilst there can be no
guarantee that one or more acquisition opportunities can be
concluded successfully, the Board remains confident of creating
shareholder value through Concha and looks forward to providing
further updates in due course.
Concha PLC
18 Buckingham Gate, London, SW1E 6LB
Enquiries:
Concha PLC
Chris Akers, Chairman 07767 775888
Strand Hanson Limited (Nominated Adviser) 020 7409 3495
James Harris
Andrew Emmott
Ritchie Balmer
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JULY 2013 TO 31 DECEMBER 2013
Half year Half year Year Ended
to to
31.12.2013 31.12.2012 30.06.2013
(Unaudited) (Unaudited) (Audited)
Notes GBP000's GBP000's GBP000's
Revenue 2 6 - -
Cost of sales - - -
----------- ------------- ------------
Gross profit 6 - -
Depreciation and amortization - (5) -
General & administrative
expenses (203) (104) (345)
----------- ------------- ------------
Loss from operations before
exceptional items (197) (109) (345)
Exceptional write off of
liabilities (126) - (1,536)
Investment income - 24 36
Loss on disposal of property,
plant and
Equipment - - (5)
----------- ------------- ------------
Loss before tax (323) (85) (1,850)
Tax - - -
----------- ------------- ------------
Retained Loss after tax
for the year (323) (85) (1,850)
_____ ______ ______
Retained loss attributable
to:
Owners of the company (323) (85) (1,850)
----------- ------------- ------------
Loss for period (323) (85) (1,850)
_____ ______ ______
Total comprehensive loss
attributable to:
Owners of the company (323) (85) (1,850)
----------- ------------- -------------
Total comprehensive loss
for the year (323) (85) (1,850)
_____ ______ ______
Loss per share
Basic and diluted 3 - - -
_____ ______ ______
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2013
As at As at As at
31.12.2013 31.12.2012 30.06.2013
(Unaudited) (Unaudited) (Audited)
Notes GBP000's GBP000's GBP000's
ASSETS
Non-current assets
Investments 454 - 13
----------- ------------- -------------
454 - 13
----------- ------------- -------------
Current assets
Inventories - - -
Trade and other receivables 116 793 112
Cash and cash equivalents 93 125 86
----------- ------------- -------------
209 918 198
----------- ------------- -------------
TOTAL ASSETS 663 918 211
====== ======= =======
EQUITY
Share capital 4 828 311 595
Deferred share capital 1,795 1,795 1,795
Share premium reserve 15,016 13,706 14,413
Warrant reserve - - 131
Foreign exchange reserve - (73) -
Retained loss (17,115) (15,027) (16,792)
------------------- ------------------- -------------------
TOTAL EQUITY 524 712 142
========= ========= ==========
CURRENT LIABILITIES
Trade and other payables 139 206 69
TOTAL EQUITY AND LIABILITIES 663 918 211
========= ========= ==========
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JULY 2013 TO 31 DECEMBER 2013
Share
Deferred Share based Foreign
Share share premium payment exchange Merger Warrant Retained Total Minority Total
capital capital account reserve reserve reserve reserve loss interest equity
CONSOLIDATED GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Balance at 1
July
2013 595 1,795 14,413 - - - 131 (16,792) 142 - 142
Loss for the
period - - - - - - - (323) (323) - (323)
Exchange - - - - - - - - - - -
differences
on translation
of
foreign
operations
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Total
comprehensive
income for
the period - - - - - - - (323) (323) - (323)
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Share capital
issued 233 - 603 - - - - - 836 - 836
Share based
payments - - - - - - (131) - (131) - (131)
Balance at 31
December
2013 828 1,795 15,016 - - - - (17,115) 524 - 524
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
CONSOLIDATED GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Balance at 1
July
2012 311 1,795 13,706 - (73) - - (14,942) 797 - 797
Loss for the
year - - - - - - - (85) (85) - (85)
Exchange - - - - - - - - - - -
differences
on translation
of
foreign
operations
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Total - - - - - - - - - -
comprehensive
income for the
period
--------- --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
Share capital - - - - - - - - - - -
issued
Share based - - - - - - - - - - -
payments
Balance at 31
December
2012 311 1,795 13,706 - (73) - - (15,027) 712 - 712
========= ========= ========= ========= ========= ========= ========= ========= ========= ========= =========
INTERIM CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 1 JULY 2012 TO 31 DECEMBER 2013
Half Year Half Year Year Ended
to to
31.12.2013 31.12.2012 30.06.2012
GBP000's GBP000's GBP000's
(Unaudited) (Unaudited) (Audited)
Cash flow from operating activities
Loss for the period (323) (85) (1,850)
Investment income - (24) (36)
Depreciation - 5 -
Loss on disposal of property,
plant and equipment - - 5
Share based payment - 5 131
Exceptional items 115 5 1,407
------------- -------------- ----------------
Operating cash flows before
movements in working Capital (208) (104) (343)
(Increase)/decrease in receivables (4) (31) 14
Increase / (decrease) in payables 70 (53) (68)
------------- -------------- ----------------
Net cash outflow from operating
activities 66 (188) (54)
Investment income - 24 36
------------- -------------- ----------------
Net cash flow from operating
activities (142) (164) (18)
Cash flow from investing activities
Purchase of investments (454) (299)
Sale of intangible Assets - (41) -
------------- -------------- ----------------
Net cash flow from investing
activities (454) (195) (299)
Cash flow from financing activities
Net proceeds from issue of
share capital 718 - 991
Loans advanced (115) - (534)
------------- -------------- ----------------
Net cash flow from financing
activities 603 - (457)
Net cash inflow / (outflow)
for the period 7 (2,164) (203)
-------------- ---------------- -------------
Cash and cash equivalents at
start of period 86 289 289
-------------- ---------------- -------------
Cash and cash equivalents at
end of period 93 125 86
======= ====== ======
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIOD ENDING 31 DECEMBER 2013
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 2013.
The interim financial statements for the period ended 31
December 2013 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 2013, prepared
in accordance with IFRS, have been filed with the Registrar of
Companies. The Auditors' report on these accounts was unmodified,
did not include any matters to which the Auditors drew attention by
way of emphasis of matter 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 31 March 2014.
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 2013 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.
2. TURNOVER AND SEGMENTAL ANALYSIS
All the companies activity and income and expenses in the
periods ended 31 December 2013 and 31 December 2012 and for the
year ended 30 June 2013 were incurred in the United Kingdom, and
relate to Concha's on going investment activities.
3. LOSS PER SHARE
The calculation of the basis and diluted earnings per share is
based on the following data:
Half year Half year Year ended
to to
31.12.2013 31.12.2012 30.6.2013
Earnings
Earnings for the purposes of
basic earnings per share net
loss for the
period attributable to equity
holders of the parent (GBP000's) (329) (85) (1,850)
Number of shares
Weighted average number of ordinary
shares in issue (millions) 742.4 258.3 362.2
Number of dilutive shares under
options (millions) 241.7 60.1 111.3
Weighted average number of shares
incl. dilutive warrants (millions) 984.1 318.4 473.5
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 Nominal
of value
shares GBP000's
a) Issued and Fully Paid:
As at 1 July 2013 595,256,980 595
7 August 2013 - for cash
at 0.35 pence per share 182,499,999 183
27 December 2013 - for cash
at 0.20 pence per share 50,000,000 50
----------------------------- ------------------
As at 31 December 2013 827,756,979 828
b) Deferred shares
As at 1 July 2013 and 31
December 2013 181,303,419 1,795
----------------------------- ------------------
c) Total warrants in issue
During the half year, 95,624,999 warrants
were issued (2012: Nil).
As at 31 December 2013 the warrants in issue
were:
Exercise Expiry date Warrants in Issue
price 31 December 2013
0.30p 27/02/2015 90,000,000
0.35p 07/06/2016 85,942,227
0.35p 01/03/2018 64,383,408
0.25p 31/12/2016 50,000,000
---------------------------
290,325,635
--------------------------
d) Total options in issue
During the half year, 50,000,000 options
were issued (2012: Nil).
As at 31 December 2013 the options in issue
were:
Exercise Expiry date Options in Issue
price 31 December 2013
0.20p 14/02/2014 50,000,000
---------------------------
50,000,000
--------------------------
No warrants or options were cancelled or
were exercised during the half year (2012:
Nil).
5. POST BALANCE SHEET EVENTS
In February 2014, the company received executed notices in
respect of the exercise of options over 50,000,000 new ordinary
shares of 0.1p each for a cash consideration of 0.2p per share,
pursuant to a put and call option granted in December 2013.
6. AVAILABILITY OF INTERIM RESULTS
Copies of the Interim Results for the six months to 31 December
2013 are available from the Company's registered address and will
be available on the Company's website, www.concha-plc.com, later
today.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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