TIDMCHA
RNS Number : 7606J
Concha plc
22 December 2015
22 December 2015
Concha PLC
("Concha" or the "Company")
Final Results for the Year Ended 30 June 2015
Concha (AIM: CHA), the AIM quoted investment company focused on
investing in media, communications and technology companies,
announces its audited final results for the year ended 30 June
2015.
A copy of the report and accounts for the year ended 30 June
2015 will be posted to shareholders today.
Enquiries:
Concha plc chris.akers@srgplc.com
Chris Akers, Executive Chairman
SPARK Advisory Partners Limited (Nominated Advisor) Tel: 0203 368 3550
Sean Wyndham-Quin / Mark Brady
Buchanan (Financial PR) Tel: 0207 466 5000
Mark Edwards
ANNUAL RESULTS FOR THE YEAR ENDED 30 JUNE 2015
CHAIRMAN'S STATEMENT
Introduction
As many of you are aware, whilst the Board is disappointed that
it has not added to its investment portfolio during the year, it
has been able to further strengthen its balance sheet via the issue
of 100 million new shares for a cash consideration of GBP4 million.
The Board has also concluded a settlement in connection with
Concha's former legal advisors in respect of the losses suffered as
a result of their failure to register a valid security interest in
the assets of one of the Company's former investee companies. The
consequence of these events is that the Company is well placed to
make new investments in line with its investment strategy.
Terminated investment talks
As announced on 17 December 2015, the Board had taken the
decision to terminate lengthy negotiations with a specific global
opportunity within its investment scope. Whilst the Board
appreciates the significant time that has elapsed since it first
announced that it had engaged in discussions with the identified
target, your directors were keen to monitor its development before
formalising any commitment. Having given much consideration to the
complexity of the proposed transaction and to the current status of
its offering, the Board felt it in the best interests of
shareholders to withdraw from such discussions. Whist the time and
effort spent on this identified opportunity has been considerable
the Company has not expended significant cash resources during the
process and as such its cash resources have been preserved.
The Works
The Company's 30% stake in The Works, The Complete Design
Facility Limited ("Works") continues to represent the Company's
only investee company. During the course of the last twelve months
that business has sought to extend its reach via the formation of a
number of strategic partnerships with established media agencies
most notably in the US, Brazil and the Middle East. By leveraging
Works' offerings via an already established digital agency network,
Works will be able to quickly establish a presence in these new and
exciting markets. Whilst the business has invested in its strategy
of developing a more extensive geographic reach, it has once again
delivered strong double-digit percentage EBITDA growth in the year
to 30 September 2015.
Equity Fund Raising
In order to further strengthen its balance sheet, the Company
raised GBP4 million in October 2014 by way of a subscription for
100 million new shares at 4.0p per share and also a further GBP0.5
million via the exercise of warrants during the course of the year.
These subscriptions contributed to the Company's net cash position
at financial year end of GBP5.5 million.
Board Changes
In March 2014, the board identified a strategic opportunity to
expand its portfolio of investments within the mobile, internet,
sports, social media, digital and technology space. During this
period it has sought to strengthen its board via the appointment of
new directors who bring the appropriate commercial and corporate
experience required to support its strategic development. In
September 2014, Peter Read was appointed to the Board, an
individual who over the course of the last twelve months has made a
significant contribution to the leadership and direction of
negotiations with potential investee companies. In June of this
year, Gordon Watson, Concha's Asian based non-executive director
stepped down from Concha's Board to join a target investee company.
We believe that these changes, coupled with the recent employment
of a senior corporate finance executive provide Concha with
appropriate skills for its future growth.
Future
With an experienced and capable team now in place and greater
financial resources at its disposal, your Board is committed to
ensuring the enhancement of long-term shareholder value via a
robust investment process and the progression of opportunities
identified over the course of recent months.
I would again like to close by thanking our shareholders and
advisers who have supported the Company during the past financial
year.
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2015
Note 2015 2014
GBP000's GBP000's
Revenue 1 15 14
----------------- -------------
GROSS PROFIT 15 14
General and administrative expenses (755) (947)
----------------- -------------
LOSS FROM OPERATIONS BEFORE
EXCEPTIONAL ITEMS 2 (740) (933)
Exceptional items 3 108 (255)
----------------- ------------
LOSS FROM OPERATIONS (632) (1,188)
Investment income 5 4 -
----------------- ------------
LOSS BEFORE TAX (628) (1,188)
Tax 6 - -
---------------- -------------
RETAINED LOSS AFTER TAX FOR THE YEAR (628) (1,188)
======== ======
RETAINED LOSS ATTRIBUTABLE TO
Owners of the company (628) (1,188)
------------- ------------
LOSS FOR THE YEAR (628) (1,188)
====== ======
TOTAL COMPREHENSIVE LOSS ATTRIBUTABLE
TO:
Owners of the company (628) (1,188)
------------- --------------
TOTAL COMPREHENSIVE LOSS FOR THE YEAR (628) (1,188)
====== =======
Loss per share
Basic and diluted 8 - -
====== =======
STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2015
2015 2014
Notes GBP000's GBP000's
ASSETS
Non-current assets
Investments 9 500 500
--------------- -------------
500 500
--------------- -------------
CURRENT ASSETS
Trade and other receivables 10 254 159
Cash and cash equivalents 5,547 1,804
--------------- -------------
5,801 1,963
--------------- -------------
TOTAL ASSETS 6,301 2,463
====== ======
EQUITY AND LIABILTIES
EQUITY
Share capital 12 1,478 1,323
Deferred share capital 12 1,795 1,795
Share premium reserve 21,043 16,831
Warrant reserve 314 232
Retained loss (18,383) (17,755)
--------------- ---------------
TOTAL EQUITY 6,247 2,426
--------------- ---------------
CURRENT LIABILITIES
Trade and other payables 11 54 37
--------------- ---------------
TOTAL EQUITY AND LIABILITIES 6,301 2,463
====== ======
STATEMENT OF CHANGES IN EQUITY
(MORE TO FOLLOW) Dow Jones Newswires
December 22, 2015 02:00 ET (07:00 GMT)
FOR THE YEARS ENDED 30 JUNE 2014 AND 2015
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
Balance at 1
July 2013 595 1,795 14,413 131 (16,786) 148
Loss for the
year - - - - (1,188) (1,188)
---------- ------------- --------- ------------ -------------- ------------
Total comprehensive
loss 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
===== ====== ===== ====== ======= ======
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
Balance at 1 July 2014 1,323 1,795 16,831 232 (17,755) 2,426
Loss for the year - - - - (628) (628)
---------- ---------- ------------- ------------ -------------- ------------
Total comprehensive
loss for 2015 - - - - (628) (628)
Share capital issued 155 - 4,212 - - 4,367
Warrants - charge for
year - - - 82 - 82
---------- ---------- ------------- ------------ -------------- ------------
Balance at 30 June
2015 1,478 1,795 21,043 314 (18,383) 6,247
===== ===== ====== ====== ======= ======
CASH FLOW STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2015
2015 2014
GBP000's GBP000's
Loss for the year (628) (1,188)
Loss on disposal of investments - (6)
Share based payments 82 320
Exceptional items - 236
----------------- -----------------
Operating cash flows before movements
in
working capital (546) (632)
Increase in receivables (95) (41)
Increase/(decrease) in payables 17 (24)
----------------- -----------------
(78) (65)
Investment income 4 -
----------------- -----------------
Net cash flow from operating activities (620) (697)
----------------- -----------------
Cash flow from investing activities
Purchase of investments - (487)
----------------- -----------------
Net cash flow from investing activities - (487)
----------------- -----------------
Cash flow from financing activities
Net proceeds from issue of share
capital 4,363 3,146
Loans advanced - (242)
------------------ ------------------
Net cash inflow from financing
activities 4,363 2,904
------------------ ------------------
Net cash inflow for the year 3,743 1,720
------------------ ------------------
Cash and cash equivalents at start
of year 1,804 84
------------------ ------------------
Cash and cash equivalents at the
end of the year 5,547 1,804
======== ========
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2015
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 2015 were authorised for
issue by the Board on 21 December 2015 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.
Going Concern
The directors have prepared cash flow projections for the 12
months to 31 December 2016. 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.
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.
(MORE TO FOLLOW) Dow Jones Newswires
December 22, 2015 02:00 ET (07:00 GMT)
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.
Investments
Investments in unlisted companies are recorded at cost less
provision for impairment.
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 2015 2014
An analysis of the revenue is as follows: GBP000's GBP000's
Management fees 15 14
======= ======
2. LOSS FROM OPERATIONS 2015 2014
GBP000's GBP000's
Loss from operations has been arrived
at after charging:
Operating lease rentals 25 1
Directors emoluments (see note 4) 167 96
Auditors' remuneration for audit services
(see below) 36 23
===== =====
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 25 12
===== ======
3. EXCEPTIONAL ITEMS 2015 2014
GBP000's GBP000's
Exceptional items comprise the following:
Net amounts (received) / written off in
respect of Moshen Limited (108) 136
Provisions and impairments - 119
------------ ------------
(108) 255
===== =====
4. STAFF COSTS
The average monthly number of employees (including executive
directors) for the year was as follows:
2015 2014
Number Number
Management 4 3
===== =====
2015 2014
GBP000's GBP000's
The aggregate remuneration comprised:
Directors emoluments 167 96
Social security and taxes 25 14
Staff and Consultant expenses 5 13
----------- ---------
197 123
===== =====
The above costs are included in general and
administrative expenses
The highest paid director received GBP50,000 (2014: GBP50,000)
and no directors received any pension contributions
during the year (2014: GBPNil).
5. INVESTMENT INCOME 2015 2014
GBP000's GBP000's
Interest receivable 4 -
===== =====
6. INCOME TAX EXPENSE
2015 2014
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 (628) (1,182)
Expected tax credit on loss before
tax at 21% (2014: 23%) (132) (272)
Current and deferred tax profit and - -
loss charge
------------- -------------
Differences to be explained (see below) (132) (272)
------------- -------------
Tax losses not recognised for tax purposes 132 272
-------------- --------------
- -
======= =======
7. DIVIDENDS
The directors are precluded from declaring a dividend for the
year (2014: GBPNil).
8. LOSS PER SHARE
(MORE TO FOLLOW) Dow Jones Newswires
December 22, 2015 02:00 ET (07:00 GMT)
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