TIDMCHA
RNS Number : 9080I
Concha plc
31 March 2015
For Immediate Release 31 March 2015
Concha PLC
("Concha" or "the Company")
Interim Report for the period ended 31 December 2014
Introduction
We reported in October 2014 that the Board had been working on a
plan to transform the Company into an investment vehicle focused on
high impact global opportunities within the mobile, internet,
sports, social media, digital and technology space. I am pleased to
update shareholders that we are in discussions regarding a specific
global opportunity within our investment scope that, if pursued to
a successful conclusion, the Board believes will lead to a
transformation of the Company. At present, there can be no
guarantee that this investment will be successfully completed and
the Board will update shareholders in due course about further
developments regarding this specific global opportunity.
Interim Results
I am pleased to be able to present these results for a period in
which the Company was able to further strengthen its balance sheet
via the placing of 100m new shares for an aggregate consideration
of GBP4m, formalise the appointment of Peter Read to the Board and
in the period immediately following the period end, conclude the
protracted settlement discussions with Concha's former legal
advisors in connection with the former Moshen business. The
combination of a further improved capital base and strengthening of
the Board leaves us well placed to progress some of the exciting
opportunities outlined above.
In October 2014, the Company completed the placing of 100m
ordinary shares raising GBP4m from both new and existing
shareholders. This, in combination with the exercise of 54,848,997
warrants raising a further GBP0.5m, has seen the Company bolster
its cash reserves to GBP5.7m at the period end.
In September 2013, the Company instigated proceedings against
its former legal advisors for losses suffered as a result of the
failure to register a valid security interest in the assets of the
Moshen business in respect of loan monies advanced. I am delighted
to report that we have now agreed a settlement, which will draw a
line under this legacy matter. Under the terms of the agreement we
are restricted from disclosing either the terms or the quantum of
the settlement. However, having taken into consideration both the
cost and resource necessary to progress this matter more formally,
I am pleased that we have managed to recover value from the
situation and cleanse the distraction going forward.
Outlook
As outlined in the introduction we are now engaged in
discussions with a specific global opportunity within our
aforementioned investment focus. We will update the market further
as soon as there are material developments to report.
Concha PLC
18 Buckingham Gate, London,
SW1E 6LB
Enquiries:
Concha PLC
Chris Akers, Chairman 07767 775888
Spark Advisory Partners
Limited (Nominated Adviser) 020 7409 3495
Sean Wyndham-Quin
Mark Brady
Buchanan
Mark Edwards 020 7466 5000
INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 1 JULY 2014 TO 31 DECEMBER 2014
Half year Half year Year Ended
to to
31.12.2014 31.12.2013 30.06.2014
(Unaudited) (Unaudited) (Audited)
Notes GBP000's GBP000's GBP000's
Revenue 2 8 6 14
----------- ----------- -----------
Gross profit 8 6 14
General & administrative
expenses (286) (203) (941)
----------- ----------- -----------
Loss from operations before
exceptional items (278) (197) (927)
Exceptional write off of
liabilities - (126) (255)
----------- ----------- -----------
Loss before tax (278) (323) (1,182)
Tax - - -
----------- ----------- -----------
Retained Loss after tax
for the period (278) (323) (1,182)
_____ _____ _____
Retained loss attributable
to:
Owners of the company (278) (323) (1,182)
----------- ----------- -----------
Loss for period (278) (323) (1,182)
_____ _____ _____
Total comprehensive loss
attributable to:
Owners of the company (278) (323) (1,182)
----------- ----------- -----------
Total comprehensive loss
for the period (278) (323) (1,182)
_____ _____ _____
Loss per share
Basic and diluted 3 - - -
_____ _____ _____
INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2014
As at As at As at
31.12.2014 31.12.2013 30.06.2014
(Unaudited) (Unaudited) (Audited)
Notes GBP000's GBP000's GBP000's
ASSETS
Non-current assets
Investments 500 454 500
----------- ----------- -----------
500 454 500
----------- ----------- -----------
Current assets
Trade and other receivables 348 116 159
Cash and cash equivalents 5,741 93 1,804
----------- ----------- -----------
6,089 209 1,963
----------- ----------- -----------
TOTAL ASSETS 6,589 663 2,463
====== ======= =======
EQUITY
Share capital 4 1,478 828 1,323
Deferred share capital 1,795 1,795 1,795
Share premium reserve 21,063 15,016 16,831
Warrant reserve 190 - 232
Retained loss (17,991) (17,115) (17,755)
---------------------- ---------------------- ----------------------
TOTAL EQUITY 6,535 524 2,426
========= ========= =========
CURRENT LIABILITIES
Trade and other payables 54 139 37
TOTAL EQUITY AND LIABILITIES 6,589 663 2,463
========= ========= =========
INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 1 JULY 2014 TO 31 DECEMBER 2014
Deferred Share
Share share premium Warrant Retained Total Minority Total
capital capital account reserve loss interest equity
CONSOLIDATED GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's GBP000's
Balance at 1 July
2014 1,323 1,795 16,831 232 (17,755) 2,426 - 2,426
Loss for the period - - - - (278) (278) - (278)
Total comprehensive
income for the period - - - - (278) (278) - (278)
--------- --------- --------- --------- --------- --------- --------- ---------
Share capital issued 155 - 4,232 - - 4,387 - 4,387
Share based payments - - - (42) 42 - - -
Balance at 31 December
2014 1,478 1,795 21,063 190 (17,991) 6,535 - 6,535
========= ========= ========= ========= ========= ========= ========= =========
CONSOLIDATED 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 year - - - - (323) (323) - (323)
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
========= ========= ========= ========= ========= ========= ========= =========
INTERIM CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD FROM 1 JULY 2014 TO 31 DECEMBER 2014
Half Year Half Year Year Ended
to to
31.12.2014 31.12.2013 30.06.2014
GBP000's GBP000's GBP000's
(Unaudited) (Unaudited) (Audited)
Cash flow from operating activities
Loss for the period (278) (323) (1,182)
Loss on disposal of investments - - (6)
Share based payment - - 320
Exceptional items - 115 234
------------- ------------- -------------
Operating cash flows before
movements in working Capital (278) (208) (634)
(Increase)/decrease in receivables (189) (4) (41)
Increase / (decrease) in payables (85) 70 (24)
------------- ------------- -------------
(274) 66 (65)
------------- ------------- -------------
Net cash flow from operating
activities (552) (142) (699)
Cash flow from investing activities
Purchase of investments - (454) (487)
------------- ------------- -------------
Net cash flow from investing
activities - (454) (487)
Cash flow from financing activities
Net proceeds from issue of
share capital 4,499 718 3,146
Loans advanced (10) (115) (242)
------------- ------------- -------------
Net cash flow from financing
activities 4,489 603 2,904
Net cash inflow for the period 3,937 7 1,718
------------- ------------- -------------
Cash and cash equivalents at
start of period 1,804 86 86
------------- ------------- -------------
Cash and cash equivalents at
end of period 5,741 93 1,804
========= ========= =========
NOTES TO THE UNAUDITED INTERIM REPORT
FOR THE PERIOD ENDING 31 DECEMBER 2014
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 2014.
The interim financial statements for the period ended 31
December 2014 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 2014, 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 30 March 2015.
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 2014 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.
With effect from 10 June 2014, Concha was no longer a group,
following the striking off of its only subsidiary CC123
Limited.
2. TURNOVER AND SEGMENTAL ANALYSIS
All of the Company's activity and income and expenses in the
periods ended 31 December 2014 and 31 December 2013 and for the
year ended 30 June 2014 were incurred in the United Kingdom, and
relate to Concha's ongoing 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
31.12.2014 31.12.2013 30.6.2014
Earnings
Earnings for the purposes of
basic earnings per share net
loss for the
period attributable to equity
holders of the parent (GBP000's) (278) (323) (1,182)
Number of shares
Weighted average number of ordinary
shares in issue (millions) 1,364.9 742.4 887.1
Number of dilutive shares under
options (millions) 357.0 241.7 225.9
Weighted average number of shares
incl. dilutive warrants (millions) 1,721.9 984.1 1,113.0
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 Nominal
of value
shares GBP000's
a) Issued and Fully Paid:
As at 1 July 2014 1,322,890,689 1,323
21 July 2014 - for cash
at 0.35 pence per share 5,629,355 6
21 July 2014 - for cash
at 1.20 pence per share 30,500,000 31
11 August 2014 - for cash
at 0.30 pence per share 14,999,999 15
26 September 2014 - for
cash at 0.35 pence per share 282,142 -
22 October 2014 - for cash
at 4.00 pence per share 100,000,000 100
6 November 2014 - for cash
at 0.35 pence per share 1,437,500 1
25 November 2014 - for cash
at 4.00 pence per share 2,000,000 2
----------------------------- ------------------
As at 31 December 2014 1,477,739,685 1,478
b) Deferred shares
As at 1 July 2014 and 31
December 2013 181,303,419 1,795
----------------------------- ------------------
c) Total warrants in issue
During the half year, 102,000,000 warrants
were issued (2013: 95,624,999) and 54,848,997
were exercised (2013: Nil) and 2,000,000 were
cancelled (2013: Nil).
As at 31 December 2014 the warrants in issue
were:
Exercise Expiry date Warrants in Issue
price 31 December 2014
0.35p 07/06/2016 65,317,227
0.35p 01/03/2018 49,525,698
0.25p 31/12/2016 50,000,000
1.20p 30/04/2016 42,166,667
8.00p 04/11/2016 100,000,000
---------------------------
307,009,592
--------------------------
d) Total options in issue
During the half year, no options were issued
(2013: 50,000,000).
As at 31 December 2014 the options in issue
were:
Exercise Expiry date Options in Issue
price 31 December 2014
0.20p 14/02/2017 50,000,000
---------------------------
50,000,000
--------------------------
5. POST BALANCE SHEET EVENTS
In March 2015, the Company concluded its settlement discussions
with its former legal advisors for the losses suffered as a result
of the failure to register a valid security interest in the assets
of the former Moshen business in respect of loan monies advanced.
Under the terms of the Settlement Agreement the Company is
prohibited from making any disclosure as to the terms or the
quantum of the settlement.
6. AVAILABILITY OF INTERIM RESULTS
Copies of the Interim Results for the six months to 31 December
2014 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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