TIDMCHA
RNS Number : 9432U
Concha plc
22 October 2014
Immediate Release 22 October 2014
Concha PLC
("Concha" or "the Company" or "the Group")
NEW EQUITY ISSUE AT 4p PER SHARE TO RAISE GBP4m
ISSUE OF WARRANTS TO POTENTIALLY RAISE A FURTHER GBP8m AT 8p PER
SHARE
FINAL RESULTS FOR THE YEAR ENDED 30 JUNE 2014
Concha PLC ("Concha" or the "Company"), the AIM listed
investment company focused on the mobile, internet, sports, social
media, digital and technology space, is pleased to announce a
further strengthening of its balance sheet.
Key Points:
-- New equity issue at 4p per share to raise GBP4m
-- Issue of warrants to raise a potential further GBP8m at 8p per share
-- Annual results show the Company is well positioned to expand
its investment portfolio with a strong net cash position and a
recently strengthened Board
-- Investment strategy now focused on investments in businesses
with a real opportunity within their niche area of activities to
emerge as global category leaders in the medium to long term
Chairman Chris Akers said, "Concha is now well positioned with a
strong Board and much improved capital base. Given the
opportunities currently under evaluation, your Board is confident
of being able to consummate a number of exciting and considered
investments during the course of the coming months."
Enquiries:
Chris Akers, Executive Chairman
Chris.akers@srgplc.com
SPARK Advisory Partner Limited (Nominated Advisor) +44 (0)203 368 3550
Sean Wyndham-Quin
Mark Brady
Buchanan (Financial PR) +44 (0)207 466 5000
Mark Edwards
Equity placing and issue of warrants
Concha is pleased to announce the placing of 100,000,000
ordinary shares of 0.1p each in the Company ("Ordinary Shares") at
4p per share, representing 7.3% of the current issued share
capital, with new shareholders to raise GBP4m. The placing also
provides for warrants to subscribe for an additional 100,000,000
shares at 8p per share, thereby potentially raising a further
GBP8m. The exercise period for these warrants is two years, but in
the event that the Concha mid-market closing share price for five
consecutive business days is at or above 15p per share the warrants
will automatically lapse if not exercised. The GBP4m being raised
today and any further funding that the Company may receive from the
exercise of the newly issued warrants will be used to pursue
Concha's investment strategy, as updated in today's annual results
announcement. The Directors of Concha believe that the current
global uncertainties and growing market volatility shall prove to
be beneficial factors in delivering against its stated investment
policies.
Application will be made for the admission of 100,000,000 new
Ordinary Shares to trading on AIM with effect from 4 November 2014.
Following the admission of the 100,000,000 new Ordinary Shares, the
number of Ordinary Shares in issue will be increased to
1,474,302,185. After Admission, this figure may be used by
shareholders as the denominator in the calculation by which they
determine if they are required to notify the Company of their
interest (or any change to their interest) in the Company under the
FCA's Disclosure and Transparency Rules.
Following the issue of the warrants, the total number of
warrants outstanding will be 360,447,095.
Annual Results for the Year Ended 30 June 2014
Chairman's Statement
Introduction
I am pleased to be able to report to shareholders that Concha
has been transformed since the start of the second half of the
Company's financial year and while the next few paragraphs dwell
principally on two historic investments written off in a prior
year, I have pleasure in providing later in this statement an
update on Concha's investment strategy, together with a review of
the strengthening of both the Board and the balance sheet so far in
2014.
Historic Investments
Our Interim results to 31 December 2013 dealt with the
professional fees associated with the administration of former
investment Moshen Limited ("Moshen"), and the pursuance of the
recovery of amounts advanced to Churchill Media Limited ("Churchill
Media"). By way of an update we continue to pursue Concha's former
legal advisers for the losses suffered as a result of the failure
to register a valid security interest in the assets of Moshen in
respect of loan monies advanced. With the matter now in the hands
of the insurers, we anticipate being able to update shareholders as
to the outcome of any settlement discussion by the end of this
calendar year.
Turning to Churchill Media, it is also disappointing that having
assessed the relative merits of pursuing recovery of the loan
through a more formal process, the likelihood of securing any
recovery from Churchill Media or any of its affiliates is
remote.
In addition to the matters of Churchill Media and Moshen, the
Board has also sought to assess the recoverability of the loan
advanced to Pixcom Ventures Limited ("Pixcom"). In recent months
Pixcom has sought to re-negotiate the terms of a material contract
and, in the absence of a positive conclusion to these discussions,
the Board has taken the cautious view of making a full provision in
these results of GBP100,000 to cover the entire amount
advanced.
The Works
In August 2013, the Company acquired a 30% stake in The Works,
The Complete Design Facility Limited ("Works") a specialist design
media company focusing on the sports sector, dealing with branding,
motion and events for a cash consideration of GBP400,000. In
October 2013 Works completed the formation of a new digital agency,
which trades under the name "Works Digital" in order to both pursue
opportunities identified by the former Moshen business and
supplement the existing portfolio of services under the Works
banner. During the period since our acquisition of the stake, we
are pleased to be able to report strong double digit growth in year
on year revenues and a pipeline of exciting opportunities for the
ensuing year.
Equity Fund Raising
As part of the transformation in the second half, Concha raised
GBP2m in April 2014 by way of a subscription for 333.3m new shares
at 0.6p per share and also during the second half of the financial
year raised a further GBP0.4m via the exercise of warrants. These
subscriptions resulted in the Company's net cash position at
financial year end of GBP1.8m.
Update on Investment Strategy and Strengthening of Board
I am also pleased to update the market on Concha's investment
strategy and appraise shareholders of key Board appointments so far
in 2014.
Since early 2014 Concha has been working on a plan to transform
itself into an investment vehicle focused on high impact global
opportunities within the mobile, internet, sports, social media,
digital and technology space.
After appointing former fund manager Mark Horrocks as a
Non-Executive Director in March 2014, Concha has brought on board
two further Non-Executive Directors, Gordon Watson in April 2014
(who also made a meaningful investment in Concha) and, since the
financial year end, Peter Read, both with extremely relevant
experience for Concha's overall strategic development. Our three
recently recruited non-executive Directors bring a wealth of global
commercial and corporate experience to the Board, and we intend to
further strengthen our executive leadership team with the
appointment of an internationally experienced investment
professional in the near future.
It is clear that today's market environment is fundamentally
different from a few years ago with many of the well-known Silicon
Valley based TMT players having matured into highly successful and
profitable enterprises. What is also clear, is that major new
and/or disruptive businesses are typically international
independent private entities as opposed to the more established
industry players. They instead appear to take a "wait and see"
approach and, once something creates sufficient traction, acquire
these young entrepreneurial enterprises. This is sometimes referred
to as "moving R&D off balance sheet."
The Directors strongly believe that there are a small number of
investment themes falling within the digital arena, which with the
right partner, can offer significant investment and value creation
opportunity. Concha has a clear and concise plan to invest in a
number of these exciting opportunities and shall now endeavour to
secure some of the most attractive ones, which in Concha's view
have a real opportunity to secure a dominant position within their
niche area of activity within the medium to long term. As part of
this process, Concha intends to make both smaller tactical and
larger strategic minority investments that over time are likely to
benefit from one another, and can emerge as global category
leaders.
Future
The Company is now well positioned with a strong Board and much
improved capital base. Given the opportunities currently under
evaluation, your Board is confident of being able to consummate a
number of exciting and considered investments during the course of
the coming months.
I would like to close by thanking our shareholders and advisers
who have contributed to giving the Company such a positive
future.
Chris Akers
Chairman
21 October 2014
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2014
PRINCIPAL ACTIVITIES
The Company is an investment Company whose principal activity is
to identify and acquire interests in technology, media and
communication companies. The company's only subsidiary, CC123
Limited, did not trade during the year and was dissolved on 10 June
2014.
FUTURE DEVELOPMENTS
An indication of likely future developments is found in the
Chairman's Statement.
RISKS AND UNCERTAINTIES
The Group was subjected to a variety of risks and uncertainties
during the year. The Board is responsible for the Group's system of
internal control and risk management and for reviewing its
effectiveness. The principal risks during the year and the actions
to mitigate them are summarized below:
-- The Group's operations can be affected by general economic
downturns. Forward looking indicators were regularly reviewed to
identify deteriorating market conditions. The cost base is reviewed
regularly and there is a management structure in place to enable a
rapid response to changing circumstances.
The Company is considered an investing company. In order to
enable the Company to continue to implement its investment policy,
the Directors continue to ensure that there is sufficient funding
to support and expand its investment portfolio.
KEY PERFORMANCE INDICATORS
Measuring performance is integral to the next phase of our
strategic growth. The Board has selected KPI's to benchmark the
Group's progress and considers that in the future investment growth
and investment income will be the measurements used in assessing
the Group's performance.
BUSINESS REVIEW
The loss for the financial year after taxation amounted to
GBP1.18m (2013: GBP1.85 million). In view of these losses and the
absence of distributable reserves, the Directors are precluded from
declaring a dividend for the year (2013: GBPNil).
APPROVAL
This report was approved by the Board of Directors and
authorised for issue on 21 October 2014, and signed on its behalf
by:
C Akers
Director
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2014
("Concha" or "The Group")
The directors submit their report and the financial statements
of Concha PLC ("Concha") for the year ended 30 June 2014. Concha
PLC is a public company incorporated in England and Wales, and
quoted on AIM.
OVERVIEW
This report covers the Group's trading results for the year
ended 30 June 2014.
DIRECTORS
The following directors have held office during the year.
Chris Akers
Russell Backhouse
Mark Horrocks (Appointed 10 March 2014)
Gordon Watson (Appointed 30 April 2014)
Marcus Yeoman (Resigned 26 December 2013)
Peter Read was appointed on 22 September 2014.
DIRECTORS' INTERESTS IN SHARES
Directors' interests in the shares of the Company, including
family interests, were as follows:
Directors At 30 June At 30 June
2014 2013
Number of Percentage Number of Percentage
Shares (%) Shares (%)
Chris Akers - - - -
Russell Backhouse - - - -
Mark Horrocks* 14,285,714 1.08 - -
Gordon Watson** 100,000,000 7.55 - -
Marcus Yeoman*** N/A N/A 8,333,333 1.48
* Mark Horrocks (appointed 10 March 2014)
** Gordon Watson (appointed 30 April 2014)
*** Marcus Yeoman (resigned 26 December 2013)
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 year end as a proportion of the amounts invoiced by suppliers
during the year, was 31 days (2013: 58 days).
DIRECTORS' INDEMNITY INSURANCE
Directors' and Officers' liability insurance is held by the
Group.
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 20 October 2014, the Group has been notified of the
following interests of 3% or more in the issued ordinary share
capital of the Company:
Percentage of
Number of issued share
Shareholder Shares capital (%)
TD Direct Investing Nominees (Europe)
Limited 103,227,238 7.51%
UBS Private Banking Nominees 100,003,000 7.28%
Pershing Nominees Limited 100,000,000 7.28%
Hargreaves Lansdown (Nominees) Limited 84,807,923 6.17%
Hanover Nominees Limited 75,000,000 5.46%
Pershing Nominees Limited 71,363,247 5.19%
HALB Nominees Limited 70,240,000 5.11%
Lynchwood Nominees Limited 61,776,667 4.50%
TD Direct Investing Nominees (Europe)
Limited 41,619,504 3.03%
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.
POST BALANCE SHEET EVENTS
On21 July 2014, warrants were exercised for a total of 676,786
Ordinary 0.1p shares for a cash consideration of GBP2,369. On the
same day, warrants in respect of 30,500,000 and 4,952,570 Ordinary
0.1p shares were exercised for cash considerations of GBP366,000
and GBP17,334 respectively.
On 11 August 2014, warrants were exercised for a total of
14,999,999 Ordinary 0.1p shares for a cash consideration of
GBP45,000.
On 26 September 2014, warrants were exercised for a total of
282,142 Ordinary 0.1p shares for a cash consideration of
GBP987.
Other than the above and those set out in the notes to these
financial statements, at the date these financial statements were
approved, being 21 October 2014, the Directors were not aware of
any other significant post balance sheet events.
By order of the Board
C. Akers,
Director
CORPORATE GOVERNANCE STATEMENT
FOR THE YEAR ENDED 30 JUNE 2014
The policy of the Board is to manage the affairs of the Group in
accordance with the principles underlying the UK Corporate
Governance Code.
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
During the year the Board comprised two executive directors and
two non-executive directors.
There are no matters specifically reserved to the Board for its
decision, although board meetings are held on a monthly 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 below.
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 Group's expense.
All directors submit themselves for re-election at the Annual
General Meeting at regular intervals with non-executive directors
appointed on specific terms approved by the Board.
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 Chris Akers (Chairman of the
committee), Russell Backhouse and Mark Horrocks. 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 Chris Akers (Chairman of
the committee), and Gordon Watson and is responsible for making
recommendations to the Board on the Group'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 Group's systems of internal control. Although no
system of internal control can provide absolute assurance against
material misstatement or loss, the Group'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. Otherkey 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 Group; and
-- investment appraisal - the Group 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 Group'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 directors have prepared cash flow projections for the 12
months to 31 October 2015. Having taken into account all known
costs, they are of the opinion that there is sufficient headroom,
to continue as a going concern for the foreseeable future.
DIRECTORS' REMUNERATION REPORT
FOR THE YEAR ENDED 30 JUNE 2014
REMUNERATION COMMITTEE
The Remuneration Committee comprises Chris Akers (Chairman of
the committee), and Gordon Watson and is responsible for making
recommendations to the Board on the Group's framework of Executive
remuneration and its cost. The Committee determines the contract
terms, remuneration and other benefits for the directors.
Remuneration Policy
Details of individual remuneration of directors for the year
ended 30 June 2014 are set out below.
Warrants
A summary of warrants granted to the directors is set out below
and reflected in note 12 to the financial statements.
Granted
At during Exercised At Exercise Expiry
1.7.2013 year during 30.6.2014 Price date
year
No No No No Pence
Chris 1 March
Akers 49,525,698 - - 49,525,698 0.35p 2018
Russell 7 June
Backhouse 15,317,227 - - 15,317,227 0.35p 2016
Mark - - - - -
Horrocks
Gordon 30 April
Watson* - 25,000,000 - 25,000,000 1.20p 2016
--------------------- --------------------- ------- ---------------------
64,842,925 25,000,000 - 89,842,925
-------------------- --------------------- ------- ---------------------
* The grant to Gordon Watson comprises 25,000,000 placing
warrants granted in connection with his subscription for
100,000,000 ordinary shares.
Pension arrangements
There are no pension arrangements in the Group.
Directors' contracts
It is the Group's policy that the executive director should have
a contract with an indefinite term providing for a maximum of three
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 directors are determined by the
Board as a whole having regard to the commitment of time required
and the level of fees in similar companies.
Directors' emoluments
2014 2013
Salary Fees Total Salary Fees Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Chris Akers 50 - 50 30 15 45
Russell Backhouse - 25 25 - 4 4
Mark Horrocks - 6 6 - - -
Gordon Watson - 3 3 - - -
Marcus Yeoman - 12 12 - 24 24
-------- ------- ------- -------- ------- -------
50 46 96 30 43 73
-------- ------- ------- -------- ------- -------
APPROVAL
This report was approved by the Board of Directors and
authorised for issue on 21 October 2014, and signed on its behalf
by:
C Akers
Director
STATEMENT OF DIRECTORS' RESPONSIBILITIES
FOR THE YEAR ENDED 30 JUNE 2014
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 the rules of the London
Stock Exchange for companies trading securities on the Alternative
Investment Market. The Directors have chosen 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,
financial performance and cash flows of the Group for that
period.
In preparing each of the group and company financial statements,
the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable and prudent;
-- state that the group had complied with IFRS, subject to any
material departures disclosed and explained in the financial
statements;
-- 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 Group and to enable them to ensure that
the financial statements comply with the requirements of the
Companies Act 2006 and Article 4 of the IAS Regulation. 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
We have audited the financial statements of Concha PLC for the
year ended 30 June 2014 which comprise the Consolidated Statement
of Comprehensive Income, the Consolidated and Parent Company
Statement of Financial Position, the Consolidated and Parent
Company Statements of Cash Flows, the Consolidated and Parent
Company Statements of Changes in Equity and the related notes. 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 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
A description of the scope of an audit of financial statements
is provided on the Financial Reporting Council's website at
www.frc.org.uk/auditscopeukprivate.
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 2014 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 Article 4 of
the IAS Regulation.
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 Strategic Report and 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:
-- 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) 21 October 2014
for and on behalf of haysmacintyre Statutory Auditors
26 Red Lion Square, London, WC1R 4AG
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2014
Note 2014 2013
GBP000's GBP000's
Revenue 1 14 -
----------------- -------------
GROSS PROFIT 14 -
General and administrative expenses (941) (345)
----------------- -------------
LOSS FROM OPERATIONS BEFORE
EXCEPTIONAL ITEMS 2 (927) (345)
Exceptional costs 3 (255) (1,536)
----------------- ------------
LOSS FROM OPERATIONS (1,182) (1,881)
Investment income 5 - 36
Loss on disposal of property, plant and
equipment - (5)
----------------- ------------
LOSS BEFORE TAX (1,182) (1,850)
Tax 6 - -
---------------- -------------
RETAINED LOSS AFTER TAX FOR THE YEAR (1,182) (1,850)
======== ======
RETAINED LOSS ATTRIBUTABLE TO
Owners of the company (1,182) (1,850)
------------- ------------
LOSS FOR THE YEAR (1,182) (1,850)
====== ======
TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE
TO:
Owners of the company (1,182) (1,850)
------------- --------------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR (1,182) (1,850)
====== =======
Loss per share
Basic and diluted 8 - -
====== ===========
The Parent Company's loss for the year ended 30 June 2014 was
GBP1.18 million (2013: GBP1.83 million loss). The Company is exempt
from publishing its own income statement under section 408 of the
Companies Act 2006.
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2014
2014 2013
Group Company Group Company
Notes GBP000's GBP000's GBP000's GBP000's
ASSETS
Non-current assets
Investments 9 500 500 13 13
--------------- --------------- --------------- -------------
500 500 13 13
--------------- --------------- ------------- -------------
CURRENT ASSETS
Trade and other receivables 10 159 159 112 112
Cash and cash equivalents 1,804 1,804 86 84
--------------- --------------- --------------- -------------
1,963 1,963 198 196
--------------- --------------- --------------- -------------
TOTAL ASSETS 2,463 2,463 211 209
====== ====== ====== ======
EQUITY AND LIABILTIES
EQUITY
Share capital 12 1,323 1,323 595 595
Deferred share capital 12 1,795 1,795 1,795 1,795
Share premium reserve 16,831 16,831 14,413 14,413
Warrant reserve 232 232 131 131
Retained loss (17,755) (17,755) (16,792) (16,786)
--------------- --------------- --------------- ---------------
TOTAL EQUITY 2,426 2,426 142 148
--------------- --------------- --------------- ---------------
CURRENT LIABILITIES
Trade and other payables 11 37 37 69 61
--------------- --------------- --------------- ---------------
TOTAL EQUITY AND LIABILITIES 2,463 2,463 211 209
====== ====== ====== ======
The financial statements were approved and authorised for issue
by the Board of Directors on 21 October 2014, and were signed below
on its behalf by:
C Akers
Director
STATEMENT OF CHANGES IN EQUITY
FOR THE YEARS ENDED 30 JUNE 2013 AND 2014
Deferred Share Foreign
Share Share Premium Exchange Warrant Retained
Capital Capital Account Reserve Reserve Loss Total
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
CONSOLIDATED
Balance at 1
July 2012 311 1,795 13,706 (73) - (14,942) 797
Loss for the
year - - - - - (1,777) (1,777)
Exchange
differences - - - 73 - (73) -
---------- ---------- ------------- --------- ------------ -------------- ------------
Total
comprehensive
income for 2013 - - - 73 - (1,850) (1,777)
Share capital
issued 284 - 707 - - - 991
Share based
payments - - - - 131 - 131
---------- ---------- ------------- --------- ------------ -------------- ------------
Balance at 30
June 2013 595 1,795 14,413 - 131 (16,792) 142
===== ===== ====== ===== ====== ======= ======
COMPANY
Balance at 1
July 2012 311 1,795 13,706 - - (14,955) 857
Loss for the
year - - - - - (1,831) (1,831)
---------- ---------- ------------- --------- ------------ -------------- ------------
Total
comprehensive
income for 2013 - - - - - (1,831) (1,831)
2013
Share capital
issued 284 - 707 - - - 991
Share based
payments - - - - 131 - 131
---------- ---------- ------------- --------- ------------ -------------- ------------
Balance at 30
June 2013 595 1,795 14,413 - 131 (16,786) 148
===== ===== ====== ===== ====== ======= ======
Deferred Share
Share Share Premium Warrant Retained
Capital Capital Account Reserve Loss Total
GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
CONSOLIDATED
Balance at 1 July 2013 595 1,795 14,413 131 (16,792) 142
Loss for the year - - - - (1,182) (1,182)
---------- ---------- ------------- ------------ -------------- ------------
Total comprehensive
income for 2014 - - - - (1,182) (1,182)
Share capital issued 728 - 2,418 - - 3,146
Warrants - charge for
year - - - 320 - 142
- exercised - - - (219) 219 -
---------- ---------- ------------- ------------ -------------- ------------
Balance at 30 June
2014 1,323 1,795 16,831 232 (17,755) 2,426
===== ===== ====== ====== ======= ======
COMPANY
Balance at 1 July 2013 595 1,795 14,413 131 (16,786) 148
Loss for the year - - - - (1,188) (1,188)
---------- ---------- ------------- ------------ -------------- ------------
Total comprehensive
income for 2014 - - - - (1,188) (1,188)
Share capital issued 728 - 2,418 - - 3,146
Warrants - charge for
year - - - 320 - 320
- exercised - - - (219) 219 -
---------- ---------- ------------- ------------ -------------- ------------
Balance at 30 June
2014 1,323 1,795 16,831 232 (17,755) 2,426
===== ===== ====== ====== ======= ======
CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
2014 2013
Group Company Group Company
GBP000's GBP000's GBP000's GBP000's
Loss for the year (1,182) (1,188) (1,850) (1,829)
Investment income - - (36) (70)
Loss on disposal of tangible and - - 5 -
intangible assets
Loss on disposal of investments (6) - - -
Share based payments 320 320 131 131
Exceptional items 234 236 1,407 1,404
----------------- ----------------- ----------------- -----------------
Operating cash flows before
movements
in
working capital (634) (632) (343) (364)
(Decrease)/increase in
receivables (41) (41) 14 2
(Decrease)/increase in payables (24) (24) (68) 20
----------------- ----------------- ----------------- -----------------
Net cash flow from operating
activities (65) (65) (54) 22
Investment income - - 36 -
----------------- ----------------- ----------------- -----------------
Net cash flow from operating
activities (699) (697) (18) 22
----------------- ----------------- ----------------- -----------------
Cash flow from investing
activities
Purchase of investments (487) (487) (299) (299)
----------------- ----------------- ----------------- -----------------
Net cash flow from investing
activities (487) (487) (299) (299)
----------------- ----------------- ----------------- -----------------
Cash flow from financing
activities
Net proceeds from issue of share
capital 3,146 3,146 991 991
Loans advanced (242) (242) (534) (534)
------------------ ------------------ ------------------ ------------------
Net cash inflow from financing
activities 2,904 2,904 457 457
------------------ ------------------ ------------------ ------------------
Net cash inflow/(outflow) for
the year 1,718 1,720 (203) (184)
------------------ ------------------ ------------------ ------------------
Cash and cash equivalents at
start
of year 86 84 289 268
------------------ ------------------ ------------------ ------------------
Cash and cash equivalents at the
end of the
Year 1,804 1,804 86 84
======== ======== ======== ========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 18 Buckingham Gate, London SW1E
6LB. The Company's ordinary shares are traded on the AIM Market
operated by the London Stock Exchange. The financial statements of
Concha PLC for the year ended 30 June 2014 were authorised for
issue by the Board on 21 October 2014 and the balance sheets signed
on the Board's behalf by Mr Chris Akers.
The nature of the Company's operations and its principal
activities are set out in the Chairman's Statement on.
Going Concern
The directors have prepared cash flow projections for the 12
months to 31 October 2015. Having taken into account all known
costs, they are of the opinion that there is sufficient headroom,
to continue as a going concern for the foreseeable future.
The financial statements do not contain the adjustments that
would be required if the company were unable to continue as a going
concern.
Statement of compliance with IFRS
The 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
Company are set out below.
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 subsidiary ("the Group")
as if they formed a single entity. Intercompany transactions and
balances between Group companies are therefore eliminated in
full.
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.
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.
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.
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.
Financial instruments
Financial assets and financial liabilities are recognised on the
balance sheet when the Company 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.
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
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.
Share-based payments
Where share options and warrants are awarded to employees, the
fair value of the instruments 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 equity
instruments that eventually vest. Market vesting conditions are
factored into the fair value of the equity instruments 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 equity instruments are
modified before they vest, the increase in the fair value of the
equity instruments, measured immediately before and after the
modification, is also charged to the consolidated income statement
over the remaining vesting period.
When the equity instruments 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 equity instruments are exercised.
When equity instruments lapse, any amounts credited to the
warrants reserve are released to the retained earnings reserve.
1. REVENUE 2014 2013
GBP000's GBP000's
An analysis of the revenue is as follows:
Management fees 14 -
======= ======
2. LOSS FROM OPERATIONS 2014 2013
GBP000's GBP000's
Loss from operations has been arrived
at after charging:
Operating lease rentals 1 -
Loss on disposal of fixed assets - 5
Directors emoluments (see note 4) 96 73
Auditors' remuneration for audit services
(see below) 23 15
===== =====
Amounts payable to Company auditors and
their associates in respect of
both audit and non-audit services:
Comprising
Audit services 11 11
Non-audit services 12 -
Fees paid to the company auditors in respect
of the audit of subsidiary
company audit - 4
===== ======
3. EXCEPTIONAL COSTS 2014 2013
GBP000's GBP000's
Exceptional costs comprise the following:
Investment and amounts advanced to Moshen
Limited written off 136 720
Provision against loan amounts due from
Churchill Media Limited 19 806
Impairment of loan amounts advanced to Pixcom 100 -
Other exceptional items - 10
------------ ------------
255 1,520
===== =====
4. STAFF COSTS
The average monthly number of employees (including executive
directors) for the year was as follows:
2014 2013
Number Number
Management 3 3
===== =====
2014 2013
GBP000's GBP000's
The aggregate remuneration comprised:
Directors emoluments 96 73
Social security and taxes 14 -
Consultant expenses 13 -
----------- ---------
123 73
===== =====
The above costs are included in general and
administrative expenses
The highest paid director received GBP50,000 (2013: GBP45,000)
and no directors received any pension contributions
during the year (2013: GBPNil).
5. INVESTMENT INCOME 2014 2013
GBP000's GBP000's
Interest receivable - 36
===== =====
6. INCOME TAX EXPENSE
2014 2013
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 (1,182) (1,850)
Expected tax credit on loss before
tax at 23% (2013: 24%) (272) (444)
Current and deferred tax profit and - -
loss charge
------------- -------------
Differences to be explained (see below) (272) (444)
------------- -------------
Tax losses not recognised for tax purposes (272) (444)
-------------- --------------
(272) (444)
======= =======
7. DIVIDENDS
The directors are precluded from declaring a dividend for the
year (2013: GBPNil).
8. LOSS PER SHARE
The calculation of the basic and diluted earnings per share is
based on the following data:
2014 2013
Earnings
Earnings for the purposes of basic earnings per
share net loss for the year attributable to equity
holders of the Company (GBP000's) (1,182) (1,850)
Number of shares
Weighted average number of ordinary shares in 887.1 362.2
issue (millions)
225.9 154.4
Number of dilutive shares under options (millions)
1,113.0 516.6
Weighted average number of shares including dilutive
warrants (millions)
The denominator for the purpose of calculating the basic
earnings per share has been adjusted to reflect all capital
raisings.
9. INVESTMENTS IN SUBSIDIARIES Group
2014 2013
GBP'000s GBP'000s
Investment in subsidiaries
At 1 July 2013 - 2
Disposal of investment - (2)
----------- ----------
At 30 June 2014 - -
====== =====
The company's only subsidiary, CC123 Limited, did not trade
during the year and was dissolved on 10 June 2014.
Company
2014 2013
Other investments GBP'000s GBP'000s
At 1 July 2013 13 -
Additions 487 13
----------- ----------
At 30 June 2014 500 13
====== =====
Other investments consist of a 30% stake in The Works, The
Complete Design Facility Limited.
10. TRADE AND OTHER RECEIVABLES 2014 2013
Group Company Group Company
GBP000's GBP000's GBP000's GBP000's
Other receivables 159 159 112 112
====== ====== ====== ======
There are no significant credit risks arising from financial
assets that are neither past due nor impaired.
All receivables as at 30 June 2013 and 30 June 2014 were
denominated in Sterling.
The directors consider that the carrying amount of trade and
other receivables approximates to their fair value.
11. TRADE AND OTHER PAYABLES 2014 2013
Group Company Group Company
GBP000's GBP000's GBP000's GBP000's
Trade and other payables 6 6 33 33
Accruals 31 31 28 28
Other creditors - - 8 -
------------ ------------- ------------ -------------
37 37 69 61
====== ====== ====== ======
Due within one year: 37 37 69 61
====== ====== ====== ======
Trade creditors principally comprise amounts outstanding for
trade purchases and on-going costs.
The Directors consider that the carrying amount of trade and
other payables approximates their fair value.
12. SHARE CAPITAL Number of Nominal
shares value
No. GBP000's
Issued and fully paid:
Ordinary shares of 0.1p each
As at 30 June 2013 595,256,980 595
7 August 2013 at 0.35p per share 182,499,999 183
30 December 2013 at 0.20p per
share 50,000,000 50
7 February 2014 at 0.20p per share 50,000,000 50
10 April 2014 at 0.30p per share 57,004,999 57
10 April 2014 at 0.35p per share 9,905,140 10
17 April 2014 at 0.30p per share 5,999,999 6
23 April 2014 at 0.60p per share 333,333,333 333
23 April 2014 at 0.30p per share 6,333,333 6
23 April 2014 at 0.35p per share 125,000 -
2 May 2014 at 0.35p per share 4,464,286 4
14 May 2014 at 0.30p per share 3,661,667 4
14 May 2014 at 0.35p per share 12,510,714 13
18 June 2014 at 0.35p per share 785,715 1
18 June 2014 at 1.20p per share 4,000,000 4
27 June 2014 at 0.35p per share 342,857 -
27 June 2014 at 1.20p per share 6,666,667 7
---------------------------- -------------
At 30 June 2014 1,322,890,689 1,323
============== ======
Number of Nominal
shares Value
No. GBP000's
Deferred shares
As at 30 June 2013 and 30 June
2014 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 the capital in the Company.
The Company has one class of ordinary shares, which carry no
right to fixed income.
Total warrants in issue
During the year, 183,333,333 warrants were issued (2013:
154,383,408) and 111,800,376 were exercised (2013: Nil).
The charge for the year in the income statement under the
Black-Scholes valuation model for the warrants was GBP320,000
(2013: GBP131,000) and the transfer from the Warrant Reserve to the
Retained Loss Reserve was GBP291,000 (2013: GBPnil) due to the
exercise of the warrants.
As at 30 June 2014, the warrants in issue were:
Warrants in issue
Exercise price (pence) Expiry date 2014 2013
0.35 1 March 2018 54,478,268 64,383,408
0.35 7 June 2016 67,713,655 85,942,227
0.30 27 February 2015 17,000,003 90,000,000
0.25 14 February 2017 100,000,000 -
1.20 30 April 2016 72,666,666 -
----------------------- -----------------------
311,858,592 240,325,635
----------------------- ----------------------
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.
13. RELATED PARTY TRANSACTIONS
Trading transactions
During the year, the Company entered into the following
transactions with related parties:
Fees paid to third parties
2014 2013
GBP000's GBP000's
Intrinsic Capital Services 6 -
Limited*
Springtime Consultancy Limited
** 12 24
Sports Resource Group Limited*** 12 30
------------- -------------
30 54
====== =====
* Intrinsic Capital Services Limited is a company related to
Mark Horrocks.
** Springtime Consultancy Limited is a company related to Marcus
Yeoman.
*** Sports Resource Group Limited is a company related to Chris
Akers
Fees to Intrinsic Capital Services Limited and Springtime
Consultancy Limited comprise amounts paid to the Directors through
limited companies under an agreement to provide the Company with
their services. These fees are derived from formalised contracts
with each of those entities.
During the 12 months to 30 June 2014, the Company paid occupancy
fees to Sports Resource Group Limited amounting to GBP12,000 (2013:
GBP30,000) in respect of its use of offices at the Company's
registered office. Chris Akers is a director of Sports Resource
Group Limited, which is considered a related party. There was no
amount owed by the company at the end of the year (2013:
GBPNil).
Related party transactions during the year were made on terms
equivalent to those that prevail in arms length transactions.
Remuneration of key management personnel
The remuneration of the Directors, who are the key management
personnel of the Company, is set out below:
2014 2013
GBP000's GBP000's
Short term employee benefits (including
social security) 96 73
===== ======
14. CONTINGENT LIABILITIES
As at 30 June 2014, the Company did not have any contingent
liabilities or litigation outstanding not provided for.
15. POST BALANCE SHEET EVENTS
On 21 July 2014, warrants were exercised for a total of 676,786
Ordinary 0.1p shares for a cash consideration of GBP2,369. On the
same day, warrants in respect of 30,500,000 and 4,952,570 Ordinary
0.1p shares were exercised for cash considerations of GBP366,000
and GBP17,334 respectively.
On 11 August 2014, warrants were exercised for a total of
14,999,999 Ordinary 0.1p shares for a cash consideration of
GBP45,000.
On 22 September 2014, Peter Read was appointed as a director of
the Company.
On 26 September 2014, warrants were exercised for a total of
282,142 Ordinary 0.1p shares for a cash consideration of
GBP987.
The Directors were not aware of any significant post balance
sheet events other than those set out above.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FFLLLZBFXFBK
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