RNS Number:1321R
Clerkenwell Ventures PLC
31 March 2008
Clerkenwell Ventures PLC
("Clerkenwell Ventures" or the "Company")
31 March 2008
Unaudited Preliminary Results
The Company is pleased to announce its preliminary results for the year ended 30
September 2007. The annual report and accounts for the year ended 30 September
2007 ("Accounts") will be posted to shareholders today and will be made
available on the Company's website. A notice convening the Company's annual
general meeting at 10 am on 30 April 2008 at Suite D, 2nd Floor, 1 Lindsey
Street, London, EC1A 9HP is also included in the annual report and accounts.
Highlights:
*Net cash as at 30 September 2007 of �29.2 million (2006: �4.3 million)
*Loss before taxation for the year ended 30 September 2007 of �78,000
(2006: Profit of �51,000)
*Net assets per share as at 30 September 2007 of 35.2p (2006: 31.1p)
*Net cash today of �29.6 million
David Page, Chairman, commented:
"In line with the rationale for the Company's fundraising in September 2007,
deal flow and opportunities have increased and the Company has evaluated a
number of possible investments and acquisitions since September 2007. Valuations
across the leisure sector have been substantially impacted and vendor
expectations are adjusting to the more challenging market context. Consequently,
we have been more selective in the transactions we are pursuing and this has
lead to the Company withdrawing from several negotiations where valuations were
considered unrealistic.
We believe that the next year will present interesting opportunities to acquire
quality businesses with high growth potential at attractive prices. We also
believe that the trading environment is likely to lead to the opportunity to
make follow-on acquisitions.
Contacts:
Clerkenwell Ventures plc
David Page, Non-Executive Director 07836 346 934
Stefan Borson, Corporate Development Director 07824 638 553
Seymour Pierce Limited
David Newton / Nicola Marrin 020 7107 8000
Hogarth Partnership 020 7357 9477
Julian Walker
CLERKENWELL VENTURES PLC
UNAUDITED PRELIMINARY RESULTS
for the year ended 30 September 2007
CHAIRMAN'S STATEMENT
It gives me great pleasure to report the results of Clerkenwell Ventures for the
year to 30 September 2007.
Acquisition strategy
The Company's acquisition strategy, as described in the Company's AIM admission
document dated 25 October 2004, is guided by the following criteria:
*Businesses should have potential for rapid growth and/or above average
cash flow;
*Strong operational management; and
*Proven business model and attractive returns on invested capital.
The Directors, with their experience and contacts in the corporate finance and
leisure sectors, have identified and investigated a number of businesses which
could be acquired by the Company.
Results
The Company's loss before the Financial Reporting Standard 20 ("FRS 20") charge
and taxation in the year was �56,000 (2006: Profit of �51,000). For the first
time we are reporting our results net of a share based payments charge, in
accordance with FRS 20, following its adoption in the year. The FRS 20 charge
during the year was �22,000 (2006: �Nil), an accounting charge that does not
impact Clerkenwell Ventures' underlying cash flow. Loss before taxation for the
year ended 30 September 2007 was �78,000 (2006: Profit of �51,000). During the
year, we incurred �156,000 in abortive costs relating to the evaluation of
possible acquisitions.
As at 30 September 2007, Clerkenwell Ventures' net cash balances amounted to
�29.2 million (2006: �4.3 million). Our net cash balance today is �29.6 million.
Corporate activity
At the beginning of September 2007 we completed a placing and subscription of
341,325,000 ordinary shares of 1 pence each at 7.5 pence per share raising a
total of �25,599,000, before issue costs of �831,000 to improve deal flow and
also to enable the Company to resource deal search and execution of the
Company's strategy.
On 11 September 2007, every 5 ordinary shares of 1 pence each in the Company
were consolidated into 1 new ordinary share of 5 pence each in the Company.
Dividends
As described in the Company's AIM admission document dated 25 October 2004, it
is the Board's policy that prior to making the first acquisition, no dividends
will be paid. Following the first acquisition, subject to the availability of
distributable reserves, dividends will be paid to shareholders when the
Directors believe it is appropriate and prudent to do so. However, the main
focus of the Company will be in delivering capital growth for shareholders.
Outlook
In line with the rationale for the Company's fundraising in September 2007, deal
flow and opportunities have increased and the Company has evaluated a number of
possible investments and acquisitions since September 2007. Valuations across
the leisure sector have been substantially impacted and vendor expectations are
adjusting to the more challenging market context. Consequently, we have been
more selective in the transactions we are pursuing and this has lead to the
Company withdrawing from several negotiations where valuations were considered
unrealistic.
We believe that the next year will present interesting opportunities to acquire
quality businesses with high growth potential at attractive prices. We also
believe that the trading environment is likely to lead to the opportunity to
make follow-on acquisitions.
Accordingly, the Directors recommend that you vote in favour of the Ordinary
Resolution proposed at the AGM of the Company to continue the investing strategy
of the Company of seeking to acquire leisure businesses.
David Page
Non-executive Chairman
31 March 2008
CLERKENWELL VENTURES PLC
UNAUDITED PROFIT AND LOSS ACCOUNT
for the year ended 30 September 2007
Notes Year ended Year ended
30 September 30 September
2007 2006
�'000 �'000
Administrative expenses (399) (148)
Operating loss 1 (399) (148)
Interest receivable 321 199
(Loss)/profit on ordinary activities
before 2 (78) 51
taxation
Taxation on (loss) / profit on ordinary
activities 3 - (17)
(Loss) / profit for the year (78) 34
(Loss) / earnings per share
Basic 4 (0.4p) 0.2p
Diluted 4 (0.4p) 0.2p
All the Company's activities derive from continuing operations.
No separate Statement of Total Recognised Gains and Losses has been presented as
all such gains and losses have been dealt with in the profit and loss account.
CLERKENWELL VENTURES PLC
UNAUDITED BALANCE SHEET
30 September 2007
Notes 2007 2006
�'000 �'000
Fixed assets
Tangible assets 5 4 -
Current assets
Debtors 6 59 18
Cash at bank and in hand 29,245 4,345
29,304 4,363
Creditors: amounts falling due within one year 7 (253) (80)
Net current assets 29,051 4,283
Net assets 29,055 4,283
Capital and reserves
Called-up share capital 8 4,122 689
Share premium 9 24,894 3,499
Profit and loss account 9 39 95
Equity shareholders' funds 9 29,055 4,283
CLERKENWELL VENTURES PLC
UNAUDITED CASH FLOW STATEMENT
for the year ended 30 September 2007
Notes Year ended Year ended
30 30
September September
2007 2006
�'000 �'000
Net cash out flow from operating activities 10a (226) (145)
Returns on investments and servicing of
finance 10b 280 192
Taxation (11) (22)
Capital expenditure and financial 10b (4) -
instruments
Cash inflow before management of liquid
resources and financing 39 25
Management of liquid resources 10b (24,898) (188)
Financing 10b 24,861 -
Increase/(decrease) in cash in the year 2 (163)
UNAUDITED RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
Notes Year ended Year ended
30 September 30 September
2007 2006
�'000 �'000
Increase/(decrease) in cash in the year 2 (163)
Cash flow from increase in liquid 24,898 188
resources
Movement in net funds in the year 24,900 25
Net funds at the beginning of the year 4,345 4,320
Net funds at end of the year 10c 29,245 4,345
CLERKENWELL VENTURES PLC
UNAUDITED PRELIMINARY RESULTS
for the year ended 30 September 2007
ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements have been prepared under the historical cost convention
and in accordance with applicable United Kingdom accounting standards and United
Kingdom Generally Accepted Accounting Practice.
CHANGE IN ACCOUNTING POLICY
Share based payments
The Company has adopted FRS 20 Share Based Payments in the current year. FRS 20
requires the recognition of a charge for share based payment transactions which
include for example share options or restricted shares granted to employees that
require a certain length of service before vesting. The adoption of FRS 20 also
requires a prior year adjustment to be made. However there was no charge arising
on the 2004 Option Plan therefore no prior year adjustment is required.
TANGIBLE FIXED ASSETS
Fixed assets are stated at historical cost less depreciation and any provision
for impairment.
Depreciation is provided on all tangible fixed assets at rates calculated to
write each asset down to its estimated residual value evenly over its expected
useful life, as follows:-
Plant and equipment 20% to 33% straight line
Furniture, fixtures and fittings 10% straight line
Depreciation is charged from the date when the asset is brought into use.
DEFERRED TAXATION
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or
events that result in an obligation to pay more tax in the future or a right to
pay less tax in the future have occurred at the balance sheet date. Timing
differences are differences between the Company's taxable profits and its
results as stated in the financial statements that arise from the inclusion of
gains and losses in tax assessments in periods different from those in which
they are recognised in the financial statements.
Deferred tax is measured at tax rates that are expected to apply in the periods
in which timing differences are expected to reverse, based on tax rates and laws
that have been enacted or substantially enacted by the balance sheet date.
Deferred tax is measured on a non-discounted basis.
LIQUID RESOURCES
Liquid resources are confined to current asset investments that cannot be
disposed of within one month without incurring a penalty sum.
TURNOVER
Turnover represents the value, net of Value Added Tax, of goods sold and
services provided to customers outside the Company after deducting discounts.
Turnover is recognised when the significant risks and rewards of ownership are
transferred.
CLERKENWELL VENTURES PLC
NOTES TO THE UNADITED PRELIMINARY RESULTS
for the year ended 30 September 2007
1. OPERATING LOSS
Year ended Year ended
30 September 30 September
2007 2006
�'000 �'000
Operating loss is stated after charging:
Abortive costs on possible acquisitions 137 -
Share based payments 22 -
Amounts payable to the auditors and their associates in respect of both audit
and non-audit services:
Year ended Year ended
30 September 30 September
2007 2006
�'000 �'000
Audit services
- statutory audit 7 5
Taxation services
- Compliance services 2 2
- Advisory services 10 -
Corporate finance transaction services
- Acquisition due diligence services 3 -
- Advisory services 11 12
33 19
During the year, fees of �23,000 (2006: �12,000) charged by the Company's
auditors in respect of the Company's fund raising were written off against the
share premium account.
2. (LOSS)/PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION
The (loss)/profit on ordinary activities before taxation for the year is
attributable to the principal activities of the Company, which are carried on
entirely within the United Kingdom.
3. TAXATION
Year ended Year ended
30 September 30 September
2007 2006
�'000 �'000
Based on the result for the year:
UK corporation tax at 19% (2006: 19%) - 11
Under provision in earlier years - 6
Total current tax - 17
Deferred taxation:
Origination and reversal of timing differences - -
Taxation payable - 17
Factors affecting tax charge for year: Year ended Year ended
30 September 30 September
2007 2006
�'000 �'000
(Loss)/profit on ordinary activities before tax (78) 51
(Loss)/profit on ordinary activities multiplied
by standard rate of 19% (2006: 19%) (15) 10
Losses not utilised 8 -
Expenses not deductible for tax purposes 7 1
Current tax charge for year - 11
4. EARNINGS PER SHARE
Year ended Year ended
30 September 30 September
2007 2006
�'000 �'000
(Loss)/profit on ordinary activities after
taxation (78) 34
Share based payments 22 -
Headline (loss)/earnings (56) 34
Weighted average number of shares in issue 18,596,574 13,782,229
Dilutive effect of share options - 318,584
Weighted average number of shares in issue after
allowing for dilutive potential ordinary shares 18,596,574 14,100,813
(Loss)/earnings per share:
Basic (0.4p) 0.2p
Diluted (0.4p) 0.2p
Headline Basic (0.3p) 0.2p
Headline Diluted (0.3p) 0.2p
On 11 September 2007, every 5 ordinary shares of 1 pence each in the Company
were consolidated into 1 new ordinary share of 5 pence each in the Company. The
weighted average number of shares in issue for the year ended 30 September 2006
above has therefore been restated assuming that the consolidation had taken
place.
For the year ended 30 September 2007, basic and diluted earnings per share were
the same as there are no potential ordinary shares that would increase net loss
per share from continuing operations in the year.
5. TANGIBLE FIXED ASSETS
Plant and Furniture, Total
equipment fixtures �'000
�'000 and fittings
�'000
Cost
1 October 2006 - - -
Additions 3 1 4
30 September 2007 3 1 4
Accumulated depreciation
1 October 2006 and 30 September 2007 - - -
Net book value
30 September 2007 3 1 4
30 September 2006 - - -
6. DEBTORS
2007 2006
�'000 �'000
Due within one year:
Prepayments and accrued income 59 18
59 18
7. CREDITORS:
Amounts falling due within one year 2007 2006
�'000 �'000
Trade creditors 167 10
Corporation tax - 11
Other taxation and social security 7 -
Accruals and deferred income 79 59
253 80
8. SHARE CAPITAL
2007 2006
�'000 �'000
Authorised:
133,265,000 (2006: Nil) ordinary shares of 5p each 6,663 -
Nil (2006: 325,000,000) ordinary shares of 1p each - 3,250
6,663 3,250
Allotted, issued, called-up and fully paid:
82,447,229 (2006: Nil) ordinary shares of 5p each 4,122 -
Nil (2006: 68,911,145) ordinary shares of 1p each - 689
4,122 689
On 3 September 2007, the Company increased its authorised share capital from
325,000,000 ordinary shares of 1 pence each to 666,325,000 ordinary shares of 1
pence each by the creation of 341,325,000 new ordinary shares of 1 pence each.
On the same day, the Company issued 2,000,000 ordinary shares of 1 pence each at
3 pence each on the exercise of share options and issued 33,824,999 ordinary
shares of 1 pence each at �0.075 by way of a placing.
On 4 September 2007, the Company issued 107,333,334 ordinary shares of 1 pence
each at �0.075 by way of a placing.
On 5 September 2007, the Company issued 200,166,667 ordinary shares of 1 pence
each at �0.075 by way of a placing.
On 11 September 2007, every 5 ordinary shares of 1 pence each in the Company
were consolidated into 1 new ordinary share of 5 pence each in the Company.
9. RESERVES
Share Share Retained Shareholders
capital premium earnings Funds
�'000 �'000 �'000 �'000
At 1 October 2005 689 3,499 61 4,249
Profit for the financial year - - 34 34
At 1 October 2006 689 3,499 95 4,283
Ordinary shares issued (net of
expenses) 3,433 21,395 - 24,828
Share based payments - - 22 22
Loss for the financial year - - (78) (78)
At 30 September 2007 4,122 24,894 39 29,055
10. CASH FLOWS
Year Year
ended ended
30 30
September September
2007 2006
�'000 �'000
a Reconciliation of operating loss to net cash outflow
from operating activities
Operating loss (399) (148)
Share based payments 22 -
Increase in debtors - (2)
Increase in creditors 151 5
Net cash outflow from operating activities (226) (145)
b Analysis of cash flows for headings netted in the cash flow
Returns on investments and servicing of finance
Interest received 280 192
Net cash inflow from returns on investments and servicing of 280 192
finance
Capital expenditure and financial investments
Purchase of tangible fixed assets (4) -
Net cash outflow from capital expenditure and financial (4) -
investments
Management of liquid resources
Increase in short term deposits (24,898) (188)
Net cash outflow from management of liquid resources (24,898) (188)
Financing
Gross proceeds of ordinary shares issued 25,659 -
Issue costs (798) -
Net cash inflow from financing 24,861 -
c Analysis of net funds At Cash flow At
1 October �'000 30 September
2006 2007
�'000 �'000
Cash in hand, at bank 1 2 3
Short term deposit 4,344 24,898 29,242
Total net funds 4,345 24,900 29,245
11. REPORT AND ACCOUNTS
The financial information set out in this preliminary announcement, which was
approved by the Board on 31 March 2008, is unaudited and does not constitute the
Company's statutory accounts for the year ended 30 September 2007, but is
derived from those accounts.
The statutory accounts for the year ended 30 September 2007 will be finalised on
the basis of the financial information presented by the directors in this
preliminary announcement and will be delivered to the Registrar of Companies
following the Company's annual general meeting.
The statutory accounts for the year ended 30 September 2006 have been delivered
to the Registrar of Companies and received an audit report which was unqualified
and did not contain statements under s237(2) or (3) of the Companies Act 1985
This information is provided by RNS
The company news service from the London Stock Exchange
END
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