TIDMCTFA
RNS Number : 0850T
Cientifica PLC
30 September 2014
Cientifica PLC
("Cientifica" or the "Company")
Audited Accounts for the year ended 31 March 2014
The Board of Cientifica is pleased to announce the Company's
audited report and accounts ("the Accounts") for the year ended 31
March 2014
The Accounts are being posted to shareholders and will shortly
be available from the Company's website www.cientifica.com
For further information please contact:
Cientifica PLC
Tim Godwin, Chairman +44 (0) 1604 601002
Allenby Capital (Nominated Adviser)
Nick Naylor/James Reeve +44 (0) 203 328 5656
Peterhouse Corporate Finance (Broker)
Lucy Williams / Heena Karani +44 (0) 207 469 0930
Chairman's Statement for the year ended 31 March 2014
INTRODUCTION
I am very pleased to be making my first Chairman's statement,
having joined the Board of Cientifica in September of this
year.
The year ended 31 March 2014 was a period of significant change
for the Company. During this year, the Company concluded the
disposal of Plain Healthcare, Avia Informatics and Avia
Investments, together with the assignment of a related GBP350,000
loan. The Company entered into a Company Voluntary Arrangement (the
"CVA") with its creditors and concluded a placing of 19,000,000 new
Ordinary Shares which raised GBP380,000 of new money for the
Company.
The accounts for the year ended 31 March 2014 show no turnover,
administrative expenses of GBP293,000, other gains relating to the
above disposal and CVA of GBP584,000 and profit before taxation of
GBP291,000.
Following the disposal of the trading subsidiaries the Company
became an Investment Company (as defined under Rule 15 of the AIM
Rules for Companies). The Company's investing policy is as
follows:
"The Company will seek to acquire and build businesses making
use of emerging technologies and advanced materials. These are
typically businesses at an early revenue stage where the technology
has been proven but not scaled up to meet emerging market demand.
The Company focus will be on applications of graphene,
nanotechnology and industrial biotechnology, with markets ranging
from chemicals, aerospace and microelectronics to smart and
sustainable buildings". More detail on the Company's investing
policy can be found on the Company's website.
As at 31(st) March 2014 the Company had completed and
commissioned a number of feasibility studies and reviews and
concluded exclusivity arrangements that have, or will form the
basis of investment agreements with a number of businesses that
either own patents or production facilities or will deploy products
using emerging technologies and advanced materials to end users.
The Company's accounting policy during the year ended 31 March 2014
was to expense the costs incurred in these activities until the
costs are able to be recharged to the relevant business as part of
a formal investment agreement with the businesses. This process of
converting costs incurred by the Company into investments has
started and further announcements will be made in due course.
The Company's first major investment agreement was announced on
29(th) August 2014 with G Heat Limited who are developing an
advanced form of infra-red heating using graphene. The Board is
currently in advanced discussions with 7 other prospective investee
businesses (for which the Company has undertaken work in the last
year) which the Board is confident can, in part, be converted into
investments. If these conversions are undertaken then the Board are
hopeful that the Company will have made sufficient investments to
have implemented its investing policy before 25 October 2013 (being
the 1 year anniversary of the adoption of the investing policy by
the Company's shareholders). In the event that the Company is not
able to implement its investing policy before 25 October 2014 then
the Company's shares, in accordance with Rule 15 of the AIM Rules
for Companies, will be suspended from trading on AIM. Should the
investing policy not be implemented by 25 April 2015 then the
listing of the Company's shares on AIM will be cancelled.
Since my appointment in September I have been reviewing all
aspects of the Company's activities since it became an investing
company. As part of this review it has become clear that the
Company's systems and procedures have, at times, been less than
satisfactory and the Board have undertaken a detailed review of the
transactions that the Company has undertaken in: i) the period from
the Company becoming an investing company to 31 March 2014; and ii)
the period since 31 March 2014. As a consequence the Board is
seeking the refund of certain sums which have been advanced to a
number of parties. In addition the Company's on-going overheads
have been reduced and a revised set of controls procedures and
policies have been implemented.
The Board is grateful to the Company's advisors and to key
shareholders who have provided and continue to provide invaluable
support to the Company.
Tim Godwin MA ACA
Chairman
30 September 2014
Strategic Report for the year ended 31 March 2014
The Directors present their Strategic Report on the Company for
the year ended 31 March 2014.
RESULTS AND DIVIDENDS
The Company made a profit after taxation from continuing
operations of GBP291,000 (2013: loss of GBP2,058,000). The
Directors do not propose a dividend (2013:GBPnil).
PRINCIPAL ACTIVITIES AND REVIEW OF THE BUSINESS DURING THE
YEAR
As highlighted in the Chairman's statement, during the year the
Company decided to dispose of its software operations, changed its
name from Avia Health Informatics plc and become an investment
company focused on emerging technologies and advanced materials. As
part of this process the Company raised GBP380,000 (before
expenses) in October 2013, to enable it to implement its investing
policy and to settle various outstanding creditors, including the
amount owed under the CVA (which totalled GBP5,000, before
expenses).
Since the year end, the Company has raised additional equity
funds of GBP100,000 and has commenced the implementation of its
investing policy to satisfy the requirements of Rule 15 of the AIM
Rules for Companies.
KEY PERFORMANCE INDICATORS ("KPIs")
The Company's activity has changed to that of an investing
company and as such going forward the Directors will focus
principally on the development of the Company's net asset
value.
The key performance indicators are therefore set out below:
COMPANY STATISTICS 31 March 31 March
2014
2014 2013
Net asset value GBP79,000 n/a
Net asset value - fully diluted per share 0.3p n/a
Closing share price 2.5p n/a
Market capitalisation GBP661,000 n/a
KEY RISKS AND UNCERTAINTIES
Early stage investments in the advanced materials and emerging
technologies sectors carry a high level of risk and uncertainty,
although the rewards can be outstanding. At this stage, there can
be no certainty of outcome and, in addition, there is often a lack
of liquidity in the Company's investments which can be either
unquoted or quoted, such that the Company may have difficulty in
realising the full value in a forced sale. Accordingly, a
commitment is only made after thorough research into both the
management and the business of the target, both of which are
closely monitored thereafter. Details of other financial risks and
their management are given in Note 16 to the financial
statements.
GOING CONCERN
As disclosed in Note 3, after making enquiries and with the
support of a key shareholder, the Directors have a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. For this reason,
they continue to adopt the going concern basis in preparing the
financial statements.
ON BEHALF OF THE BOARD
Tim Harper
Director
30 September 2014
Directors' Report for the year ended 31 March 2014
The Directors present their annual report on the affairs of the
Company, together with the financial statements for the year ended
31 March 2014.
DIRECTORS
The Directors of the Company who served during the year are
listed below.
Tim Harper (Appointed 23(rd) October 2013)
Rod Venables (Appointed 23(rd) October 2013)
Tim Baldwin (Appointed 23(rd) October 2013)
Jeremy Dale (Resigned 24(th) October 2013)
Roger Lane-Smith (Resigned 24(th) October 2013)
Tim Morris (Resigned 24(th) October 2013)
Subsequent to the year end, on 4(th) September, 2014 Tim Godwin
was appointed as a director, and Tim Baldwin resigned as a
director.
DIRECTORS' INTERESTS
The Directors' beneficial interests in the ordinary share
capital of the Company as at 31 March 2014 were as follows:
Name of director Number of Share options
ordinary shares at 3.68 pence
2014 per ordinary
share
2014
Tim Harper - 1,750,000
Rod Venables - 290,000
Tim Baldwin 850,000 710,000
SUBSTANTIAL SHAREHOLDINGS
The only interests in excess of 3% of the issued share capital
of the Company which have been notified to the Company as at 26
September 2014 were as follows:
Ordinary shares of Percentage of capital
0.10p each
Name of shareholder Number %
TV Investments 1 Limited 6,250,000 18.20
Hargreave Lansdown 5,491,973 16.00
First Equity Limited 1,750,000 5.09
Lombard Capital 1,666,667 4.85
P3 Limited 1,666,667 4.85
Tim Harper 1,440,000 4.19
Winterflood Securities Limited 1,333,333 3.88
Panmure Gordon (UK) Ltd 1,250,000 3.64
Bruce Gordon 1,250,000 3.64
CORPORATE GOVERNANCE
Although the Company is not required to comply with the
principles of corporate governance, this report sets out how the
Company does comply with the principles of good corporate
governance.
BOARD OF DIRECTORS
The Company supports the concept of an effective Board leading
and controlling the Company. The Board is responsible for approving
Company policy and strategy. It meets regularly and has a schedule
of matters specifically reserved to it for decision. Management
supply the Board with appropriate and timely information and the
Directors are free to seek any further information they consider
necessary. All Directors have access to advice from the Company
Secretary and independent professionals at the Company's expense.
Training is available for new Directors and other Directors as
necessary.
The Board consists of three directors, the non-executive
chairman Tim Godwin, the Chief Executive Officer Tim Harper, and
non-executive director Rod Venables.
Given the size of the Board, there is no separate nomination
committee. All Director appointments are approved by the Board as a
whole.
COMMUNICATIONS WITH SHAREHOLDERS
Communications with shareholders are given a high priority. In
addition to the publication of an annual report and an interim
report, there is regular dialogue with shareholders and analysts.
The Annual General Meeting is viewed as a forum for communicating
with shareholders, particularly private investors. Shareholders may
question the Executive Chairman and other members of the Board at
the Annual General Meeting.
INTERNAL CONTROL
The Directors acknowledge they are responsible for the Company's
system of internal control and for reviewing the effectiveness of
these systems. The risk management process and systems of internal
control are designed to manage rather than eliminate the risk of
the Company failing to achieve its strategic objectives. It should
be recognised that such systems can only provide reasonable and not
absolute assurance against material misstatement or loss. The
Company has well established procedures which are considered
adequate given the size of the business.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
Details of the Company's financial risk management objectives
and policies are set out in Note 16 to these financial
statements.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the report of the
directors and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare Company financial
statements for each financial year. The Directors are required by
the AIM Rules of the London Stock Exchange to prepare financial
statements in accordance with International Financial Reporting
Standards ("IFRS") as adopted by the European Union ("EU") and have
also elected to prepare the Company financial statements in
accordance with IFRS as adopted by the EU. Under company law the
directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs and profit or loss of the Company for that period. In
preparing these financial statements, the directors are required
to:
-- select suitable accounting policies and then apply them consistently
-- make judgments and accounting estimates that are reasonable and prudent
-- state whether applicable IFRSs have been followed, 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 Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the company's
transactions and disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
In the case of each person who was a director at the time this
report was approved:
-- so far as that director is aware there is no relevant audit
information of which the Company's auditor is unaware: and
-- that director has taken all steps that the director ought to
have taken as a director to make himself aware of any relevant
audit information and to establish that the Company's auditor is
aware of that information.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
POST YEAR END EVENTS
Details of events after the reporting period have been disclosed
in Note 21.
AUDITORS
Welbeck Associates, having expressed their willingness to
continue in office, will be deemed reappointed for the next
financial year in accordance with section 487(2) of the Companies
Act 2006 unless the Company receives notice under section 488(1) of
the Companies Act 2006.
ON BEHALF OF THE BOARD
Tim Harper
Director
30 September 2014
Report on Directors' Remuneration for the year ended 31 March
2014
REMUNERATION
The remuneration of the directors has been fixed by the Board as
a whole. The Board seeks to provide appropriate reward for the
skill and time commitment required so as to retain the right
calibre of director at a cost to the Company, which reflects
current market rates.
The Board is responsible for the overall remuneration package
for the Executive and Non-Executive Directors.
DIRECTORS' EMOLUMENTS
Full details of all elements in the remuneration package of each
Director for the year are set out below:
2014 2013
Director GBP'000 GBP'000
-------------------------------- --------- -------
Tim Harper 10 -
Rod Venables 6 -
Tim Baldwin 6 -
Barry S Giddings - 46
Jeremy Dale - 43
Roger Lane-Smith - 9
Tim Morris - 39
22 137
--------- -------
PENSIONS
No pension contributions were paid in respect of the directors
for the year ended 31 March 2014 (2013 GBPnil).
OPTIONS
Detail of options granted to the directors are shown in note
15.
BENEFITS IN KIND
The directors did not receive any benefits in kind for the year
ended 31 March 2014 (2013: GBPnil).
DIRECTORS LOAN
A director's loan totaling GBP7,069 was owed by Tim Harper to
the Company at 31 March 2014 (2013 GBPnil).
ON BEHALF OF THE BOARD
Tim Harper
Director
30 September 2014
Report of the Independent Auditor for the year ended 31 March
2014
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CIENTIFICA
PLC
We have audited the financial statements of Cientifica plc for
the year ended 31 March 2014 which comprise the income statement,
the statement of comprehensive income, the statement of changes in
equity, the statement of financial position, the statement of cash
flows, and the related notes. The financial reporting framework
that has been applied in the preparation of the financial
statements 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 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 statement of Directors'
responsibilities set out on page 7, 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 and express an opinion on 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 (APB's) Ethical Standards for
Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the company's circumstances and have been
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the directors; and the
overall presentation of the financial statements. In addition, we
read all the financial and non-financial information in the annual
report to identify material inconsistencies with the audited
financial statements. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for
our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion:
-- the financial statements give a true and fair view of the
state of the Company's affairs as at 31 March 2014 and of the
Company's profit for the year then ended;
-- the financial statements have been properly prepared in
accordance with IFRS as adopted by the European Union; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
OPINION ON OTHER MATTER PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the report of the
directors for the financial year for which the financial statements
are prepared is consistent with the financial statements.
OPINION
Emphasis of Matter - Going Concern
In forming our opinion on the financial statements, which is not
modified, we draw your attention to the disclosures made in note 3
to the financial statements concerning the Company's ability to
continue as a going concern.
These conditions, along with other matters explained in note 3
to the financial statements, indicate the existence of a material
uncertainty which may cast significant doubt about the ability of
the Company to continue as a going concern. The directors have
plans to manage the cash flows of the Company to enable it to
continue as a going concern. These plans include the necessary
additional fundraising required to provide the working capital
requirement for the next 12 months. The financial statements do not
include the adjustments that would result if the Company was unable
to continue as a going concern.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us
to report to you if, in our opinion:
-- adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been received
from branches not visited by us; or
-- the financial statements 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.
Jonathan Bradley-Hoare 30 Percy Street
Senior Statutory Auditor London
for and on behalf of Welbeck Associates W1T 2DB
Statutory Auditor, Chartered Accountants
30 September 2014
STATEMENT OF COMPREHENSIVE INCOME
For the Year ended 31 March 2014
2014 2013
Note GBP'000 GBP'000
Continuing operations
Revenues - 136
Costs of Sale - (6)
Gross Profit - 130
Administrative expenses (293) (621)
Operating profit/ (loss) 4 (293) (491)
Other gains and losses 5 584 (1,567)
Profit/ (loss) on ordinary activities
before taxation 291 (2,058)
Taxation 7 - -
Profit / (loss) for the year from continuing
activities 291 (2,058)
Loss from discontinued operations - -
Total comprehensive profit/ (loss) for
the year 291 (2,058)
---------------------------------------------- ----- -------- --------
Basic and diluted profit/(loss) per
share 1.9p (32.0)p
From continuing and total operations 8 1.9p (32.0)p
---------------------------------------------- ----- -------- --------
STATEMENT OF FINANCIAL POSITION
As at 31 March 2014
2014 2013
Notes GBP'000 GBP'000
---------------------------------------------- ------ -------- --------
NON-CURRENT ASSETS
Investments 9 10 -
Property, plant and equipment 10 2 2
12 2
---------------------------------------------- ------ -------- --------
CURRENT ASSETS
Trade and other receivables 11 12 4
Cash and cash equivalents 12 131 2
143 6
---------------------------------------------- ------ -------- --------
CURRENT LIABILITIES
Trade and other payables 13 81 272
Borrowings 13 - 350
81 622
---------------------------------------------- ------ -------- --------
NET CURRENT ASSETS/(LIABILITIES) 62 (616)
NET ASSETS/(LIABILITIES) 74 (614)
---------------------------------------------- ------ -------- --------
EQUITY
Ordinary share capital 14 223 125
Share premium 14 2,353 2,075
Merger reserve 18 - 1,488
Share option reserve 21 -
Retained deficit (2,523) (4,302)
---------------------------------------------- ------ -------- --------
Equity attributable to owners of the Company
and total equity 74 (614)
---------------------------------------------- ------ -------- --------
The financial statements were approved by the Board and ready
for issue on 30 September 2014.
Tim Harper
Director
STATEMENT OF CHANGES IN EQUITY
For the year ended 31 March 2014
Share
Share Share Merger Option Retained Total
capital premium reserve reserve deficit equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- -------- -------- -------- -------- -------- -------
At 1 April 2012 124 2,070 1,488 - (2,244) 1,438
Loss and total comprehensive
income for the year - - - - (2,058) (2,058)
Issue of share capital 1 5 - - - 6
----------------------------- -------- -------- -------- -------- -------- -------
At 31 March 2013 125 2,075 1,488 - (4,302) (614)
Profit for the year - - - - 291 291
----------------------------- -------- -------- -------- -------- -------- -------
Issue of new shares 98 295 - - - 393
Share issue costs - (17) - - - (17)
Transfer of Merger
reserve to Retained
earnings - - (1,488) - 1,488 -
Share based payment
expense - - - 21 - 21
At 31 March 2014 223 2,353 - 21 (2,523) 74
----------------------------- -------- -------- -------- -------- -------- -------
STATEMENT OF CASH FLOWS
For the year ended 31 March 2014
2014 2013
GBP'000 GBP'000
-------------------------------------------- -------- --------
OPERATING ACTIVITIES
Profit/(loss) before taxation 291 (2,058)
Adjustments for:
Depreciation - 2
Loss on disposal of fixed assets 2 -
Share based payment expense 21 -
Shares issued in lieu of fees 13 -
Impairment of investment in subsidiary - 1,536
Net Gain on transfer of undertaking
and assignment of loan (356) -
Credit arising from CVA (230) -
Operating cashflow before working capital
changes (259) (520)
(Increase)/decrease in receivables (8) 51
Increase/(decrease) in trade and other
payables 39 78
-------------------------------------------- -------- --------
Net cash outflow from operating activities (228) (391)
-------------------------------------------- -------- --------
INVESTMENT ACTIVITIES
Purchase of property, plant and equipment (2) -
Purchase of investments (10) -
(12) -
-------------------------------------------- -------- --------
FINANCING ACTIVITIES
Issue of ordinary share capital 380 6
Share issue costs (17) -
Net repayment of inter-company loan
by subsidiary undertaking 6 -
Proceeds of loan notes issued - 350
-------------------------------------------- -------- --------
Net cash inflow from financing activities
from operations 369 356
-------------------------------------------- -------- --------
Net (decrease)/increase in cash and
cash equivalents 129 (35)
Cash and cash equivalents as at 1 April 2 37
Cash and cash equivalents as at 31
March 131 2
-------------------------------------------- -------- --------
NOTES TO THE FINANCIAL STATEMENTS
For the year ended 31 March 2014
1 GENERAL INFORMATION
The Company is a public limited company incorporated in the
United Kingdom and its shares are listed on the AIM market of
the London Stock Exchange.
The Company is an investment company, mainly investing in businesses
making use of emerging technologies and advanced materials.
2 PRINCIPAL ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation
of these financial statements are set out below. These policies
have been consistently applied throughout all periods presented
in the financial statements.
BASIS OF ACCOUNTING
As in prior periods, the financial statements have been prepared
in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union. The financial statements
have been prepared using the measurement bases specified by
IFRS for each type of asset, liability, income and expense.
The measurement bases are more fully described in the accounting
policies below.
The financial statements are presented in pounds sterling (GBP)
which is the functional currency of the company.
An overview of standards, amendments and interpretations to
IFRSs issued but not yet effective, and which have not been
adopted early by the Company are presented below under 'Statement
of Compliance'.
GOING CONCERN
Any consideration of the foreseeable future involved making
a judgement, at a particular point in time, about future events
which are inherently uncertain. The ability of the Company to
carry out its planned business objectives is dependent on its
continuing ability to raise adequate financing from equity investors
and/or the achievement of profitable operations.
Nevertheless, at the time of approving these financial statements
and after making due enquiries, the Directors have a reasonable
expectation that the Company has adequate resources to continue
operating for the foreseeable future. For this reason they continue
to adopt the going concern basis in preparing the Company's
financial statements.
AVAILABLE FOR SALE INVESTMENTS
Investments are initially measured at fair value plus incidental
acquisition costs. Subsequently, they are measured at fair value
in accordance with IAS 39. In respect of quoted investments,
this is either the bid price at the period end date or the last
traded price, depending on the convention of the exchange on
which the investment is quoted, with no deduction for any estimated
future selling cost. Unquoted investments are valued by the
Directors using primary valuation techniques such as recent
transactions, last price or net asset value.
Investments are recognised as available-for-sale financial assets.
Gains and losses on measurement are recognised in other comprehensive
income except for impairment losses and foreign exchange gains
and losses on monetary items denominated in a foreign currency,
2 which are recognised directly in profit or loss. Where the investment
is disposed of or is determined to be impaired the cumulative
gain or loss previously recognised in other comprehensive income
is reclassified to profit or loss.
Investments are assessed for indicators of impairment at each
balance sheet date. Investments are impaired where there is
objective evidence that, as a result of one or more events that
occurred after the initial recognition of the investment, the
estimated future cash flows of the investment have been affected.
For quoted and unquoted investments classified as available
for sale, a significant or prolonged decline in the fair value
of the security below its cost is considered to be objective
evidence of impairment.
PRINCIPAL ACCOUNTING POLICIES (continued)
STATEMENT OF COMPLIANCE
The financial statements comply with International Financial
Reporting Standards as adopted by the European Union. At the
date of realisation of these financial statements, the following
Standards and Interpretations affecting the Company, which have
not been applied in these financial statements, were in issue,
but not yet effective (and in some cases had not been adopted
by the EU):
Effective for
accounting periods
beginning on
or after:
IFRS 2,8,16,24,36 Amendments resulting from Annual 1 July 2014
Improvements 2010-2012 Cycle
IFRS 3,13, Amendments resulting from Annual 1 July 2014
IAS 40 Improvements 2011-2013
IFRS 7 Deferral of mandatory effective date 1 January 2015
of IFRS 7 and amendments to transition
disclosures
IFRS 9 Deferral of mandatory effective date 1 January 2015
of IFRS 9 and amendments to transition
disclosures
IFRS 10 Consolidated Financial Statements 1 January 2014
- Amendments for investment entities
IFRS 11 Joint arrangements 1 January 2014
IFRS 12 Disclosure of Interest in Other Entities 1 January 2014
- Amendments for investment entities
IAS 19 Employee Benefits - Amended to clarify 1 July 2014
the requirements that relate to how
contribution from employees or third
parties that are linked to service
should be attributed to periods of
service
IAS 27 Amendments for investment entities 1 January 2014
IAS 28 Investment in associates 1 January 2014
IAS 32 Financial Instruments: Presentation 1 January 2014
- Amendments to application guidance
on the offsetting of financial assets
and financial liabilities
IAS 36 Impairment of assets 1 January 2014
IAS 38 Amendments resulting from Annual 1 July 2014
Improvements 2010-2012 Cycle
IAS 39 Financial Instruments: Recognition 1 January 2014
and Measurement - Amendments for
novation of derivatives
IFRIC 21 Levies 1 January 2014
The Directors anticipate that the adoption of the above Standards
and Interpretations in future periods will have little or no
impact on the financial statements of the Company when the relevant
Standards come into effect for periods commencing on or after
1 January 2014.
KEY ESTIMATES AND ASSUMPTIONS
Estimates and assumptions used in preparing the financial statements
are reviewed on an ongoing basis and are based on historical
experience and various other factors that are believed to be
reasonable under the circumstances. The results of these estimates
and assumptions form the basis of making judgements about carrying
values of assets and liabilities that are not readily apparent
from other sources.
TAXATION
Current income tax assets and/or liabilities comprise those
obligations to, or claims from, fiscal authorities relating
to the current or prior reporting period, that are unpaid at
the balance sheet date. They are calculated according to the
tax rates and tax laws applicable to the fiscal periods to which
they relate, based on the taxable result for the year. All changes
to current tax assets or liabilities are recognised as a component
of tax expense in the income statement.
Deferred income taxes are calculated using the liability method
on temporary differences. This involves the comparison of the
carrying amounts of assets and liabilities in the consolidated
financial statements with their respective tax bases. However,
deferred tax is not provided on the initial recognition of goodwill,
nor on the initial recognition of an asset or liability, unless
the related transaction is a business combination or affects
tax or accounting profit. In addition, tax losses available
to be carried forward as well as other income tax credits to
the Company are assessed for recognition as deferred tax assets.
Deferred tax liabilities are always provided for in full. Deferred
tax assets are recognised to the extent that it is probable
that they will be able to be offset against future taxable income.
Deferred tax assets and liabilities are calculated, without
discounting, at tax rates that are expected to apply to their
respective period of realisation, provided they are enacted
or substantively enacted at the balance sheet date.
Most changes in deferred tax assets or liabilities are recognised
as a component of tax expense in the income statement. Only
changes in deferred tax assets or liabilities that relate to
a change in value of assets or liabilities that is charged directly
to equity are charged or credited directly to equity.
FINANCIAL ASSETS
Financial assets are recognised in the Company's balance sheet
when the Company becomes a party to the contractual provisions
of the instrument.
The Company's financial assets are classified into the following
specific categories: 'available for sale investments', and 'loans
and receivables'. The classification depends on the nature and
purpose of the financial assets and is determined at the time
of initial recognition.
All Trade receivables, loans, and other receivables that have
fixed or determinable payments that are not quoted in an active
market are classified as 'loans and receivables'. Loans and
receivables are measured at amortised cost using the effective
interest method, less any impairment. Interest income is recognised
by applying the effective interest rate, except for short-term
receivables when the recognition of interest would be immaterial.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand deposits,
together with other short-term, highly liquid investments that
are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
EQUITY
An equity instrument is any contract that evidences a residual
interest in the assets of the company after deducting all of
its liabilities. Equity instruments issued by the Company are
recorded at the proceeds received net of direct issue costs.
The share premium account represents premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
The loan note reserve represents the value of the equity component
of the nominal value of the loan notes issued.
The capital reserve represents amounts arising in connection
with reverse acquisitions.
Retained earnings include all current and prior period results
as disclosed in the statement of comprehensive income together
with the cumulative amount of share based expenses transferred
to equity.
FINANCIAL LIABILITIES
Financial liabilities are recognised in the Company's balance
sheet when the Company becomes a party to the contractual provisions
of the instrument. All interest related charges are recognised
as an expense in finance cost in the income statement using
the effective interest rate method.
The Company's financial liabilities comprise trade and other
payables.
Trade payables are recognised initially at their fair value
and subsequently measured at amortised cost less settlement
payments.
SHARE BASED PAYMENTS
Where share options are awarded to employees, the fair value
of the options at the date of grant is charged to the statement
of comprehensive income over the vesting period. Non-market
vesting conditions are taken into account by adjusting the number
of equity instruments expected to vest at each reporting date
so that, ultimately, the cumulative amount recognized over the
vesting period is based on the number of options that eventually
vest. 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 warrants or options are issued for services provided to
the Company, the fair value of the service is charged to the
statement of comprehensive income or against share premium where
the warrants or options were issued in exchange for services
in connection with share issues. Where the fair value of the
services cannot be reliably measured, the service is valued
using Black Scholes valuation methodology taking into consideration
the market and non-market conditions described above.
Where the share options are cancelled before they vest, the
remaining unvested fair value is immediately charged to the
statement of comprehensive income.
FOREIGN CURRENCIES
The Directors consider Sterling to be the currency that most
faithfully represents the economic effects of the underlying
transactions, events and conditions. The financial statements
are presented in Sterling, which is the Company's functional
and presentation currency.
Foreign currency transactions are translated into Sterling using
the exchange rates prevailing at the date of the transactions.
Foreign currency exchange gains and losses resulting from the
settlement of such transactions and from the translation of
monetary assets and liabilities denominated in foreign currencies
at year end exchange rates are recognised in the income statement.
Non-monetary items that are measured at historical costs in
a foreign currency are translated at the exchange rate at the
date of the transaction. Non-monetary items that are measured
at fair value in a foreign currency are translated into the
functional currency using the exchange rates at the date when
the fair value was determined.
SEGMENTAL REPORTING
A segment is a distinguishable component of the Company's activities
from which it may earn revenues and incur expenses, whose operating
results are regularly reviewed by the Company's chief operating
decision maker to make decisions about the allocation of resources
and assessment of performance and about which discrete financial
information is available.
As the chief operating decision maker reviews financial information
for and makes decisions about the Company's investment activities
as a whole, the directors have identified a single operating
segment, that of holding and trading in investments in natural
resources, minerals, metals, and oil and gas projects. The directors
consider that it would not be appropriate to disclose any geographical
analysis of the Company's investments.
No segmental analysis was provided in the financial statements
given there was no revenue generated in the period for the continuing
activities.
3 CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATIONS
In the application of the Company's accounting policies, which
are described in note 2, the Directors are required to make
judgements, estimates and assumptions about the carrying amounts
of assets and liabilities that are not readily apparent from
other sources. The estimates and associated assumptions are
based on historical experience and other factors that are considered
to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
on-going basis. Revisions to accounting estimates are recognised
in the period. Judgements and estimates that may affect future
periods are as follows:
GOING CONCERN
The Company's activities generated other gains of GBP584,000
(2013: Loss of GBP1,567,000), which after administrative expenses
resulted in a net profit of GBP291,000(2013: loss of GBP2,058,000).
The cash balance was GBP131,000 as at 31 March 2014 and as disclosed
in Note 21, on 25 July 2014 the Company raised gross proceeds
of GBP100,000 by way of an equity placing. However, the Company's
operational existence is still dependent on the ability to raise
further adequate resources.
After making enquiries, the Directors have formed a judgement
that there is a reasonable expectation that the Company can
secure further adequate resources to continue in operational
existence for the foreseeable future and that adequate arrangements
will be in place to enable the settlement of their financial
commitments.
For this reason, the Directors continue to adopt the going concern
basis in preparing the financial statements. Whilst there are
inherent uncertainties in relation to future events, and therefore
no certainty over the outcome of the matters described, the
Directors consider that, based upon financial projections and
dependent on the success of their efforts to complete these
activities, the Company will be a going concern for the next
twelve months. If it is not possible for the Directors to realise
their plans, over which there is significant uncertainty, the
carrying value of the assets of the company is likely to be
impaired.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company holds investments that have been designated as available
for sale on initial recognition. Where practicable the Company
determines the fair value of these financial instruments that
are not quoted (Level 3), using the most recent bid price at
which a transaction has been carried out. These techniques are
significantly affected by certain key assumptions, such as market
liquidity. Other valuation methodologies such as discounted
cash flow analysis assess estimates of future cash flows and
it is important to recognise that in that regard, the derived
fair value estimates cannot always be substantiated by comparison
with independent markets and, in many cases, may not be capable
of being realised immediately.
4 OPERATING LOSS
2014 2013
GBP'000 GBP'000
----------------------------------------------------------------- ----------- -----------
Loss from continuing operations is arrived
at after charging:
Directors' remuneration 22 137
Employee salaries and other benefits - -
Auditors' remuneration:
fees payable to the principal auditor for
the audit of the Company's annual financial
statements 12 16
fees payables to the Company's auditor and
its associates for other services - tax services 2 2
----------------------------------------------------------------- ----------- -----------
5 OTHER GAINS AND LOSSES
2014 2013
GBP'000 GBP'000
----------------------------------------- -------- -----------
Net credit arising from CVA 230 -
Impairment of investments - (1,536)
Provision for intercompany debtor - (31)
Net gain on transfer of undertaking and
assignment of loan 356 -
Loss on disposal of fixed assets (2) -
584 (1,567)
---------------------------------------------- -------- -----------
On 16 October 2013, the Company agreed at the meeting of
creditors the proposals under a Company Voluntary Arrangement (the
"CVA") for a final settlement of GBP5,000. This resulted in a gain
of GBP230,000 which has been included in other gains and losses for
the period.
On the same date, at the Company's annual general meeting, the
resolution to approve the proposals under the CVA as above, as well
as the planned disposal of Plain Healthcare Limited for GBP1 was
passed.
On the same date the GBP350,000 convertible loan notes held by
Drury Lane Limited were transferred to Plain Healthcare Limited at
the time of the disposal.
The costs of the transfer of the undertakings include a
GBP50,000 novation fee for the GBP350,000 Convertible loan notes
owing to Drury Lane Limited.
6 EMPLOYEE REMUNERATION
The expense recognised for employee benefits for continuing
operations is analysed below:
2014 2013
GBP'000 GBP'000
-------------------------------------------- --------- ---------
Wages and salaries (including directors) 20 128
Share based payment expense 21 -
Social security costs 2 9
43 137
------------------------------------------------ --------- ---------
Details of Directors' employee benefits expense are included
in the Report on Remuneration on page 8.
Only the directors are deemed to be key management. The
average number of employees in the Company was 2 (2013:
2).
7 INCOME TAX EXPENSE
2014 2013
GBP'000 GBP'000
------------------------------------------------------- -------- -------
Current tax - continuing operations - -
------------------------------------------------------- -------- -------
The tax on the Company's profit before tax differs from the
theoretical amount that would arise using the weighted average
rate applicable to profits of the Company as follows:
2014 2013
GBP'000 GBP'000
------------------------------------------------------- -------- -------
Profit/(Loss) before tax from continuing
operations 291 (2,058)
----------------------------------------------------------- -------- -------
Loss before tax multiplied by rate of corporation
tax in the UK of 20% (2013: 20%) 58 (412)
Expenses not deductible for tax purposes 4 -
Tax losses utilised (62) -
Unrelieved tax losses carried forward - 412
Total tax - -
----------------------------------------------------------- -------- -------
Estimated unrelieved tax losses of GBP1,559,000 (2013: GBP1,854,000)
remain available to offset against future taxable profits.
No deferred tax asset has been recognised in respect of the
losses as recoverability is uncertain.
8 EARNINGS PER SHARE
The basic and diluted earnings per share is calculated
by dividing the loss attributable to owners of the Company
by the weighted average number of ordinary shares in issue
during the year.
2014 2013
GBP'000 GBP'000
---------------------------------------- ----------- ----------
Profit/ (loss) attributable to owners
of the Company
- Continuing operations 291 (2,058)
--------------------------------------------- ----------- ----------
- Discontinued operations - -
---------------------------------------- ----------- ----------
291 (2,058)
--------------------------------------------- ----------- ----------
2014 2013
---------------------------------------- ----------- ----------
Weighted average number of shares
for calculating:
Basic earnings per share 15,067,585 6,438,064
Fully diluted earnings per share 15,485,393 6,438,064
--------------------------------------------- ----------- ----------
2014 2013
Pence pence
---------------------------------------- ----------- ----------
Earnings per share:
- Basic (pence per share) 1.93 (31.96)
- Diluted (pence per share 1.87 (31.96)
--------------------------------------------- ----------- ----------
9 AVAILABLE FOR SALE INVESTMENTS
2014 2013
GBP'000 GBP'000
---------------------------------------- --------- --------
Cost and net book value
At 1 April - 1,536
Acquisitions 10 -
Impairment of investment in subsidiary
undertaking - (1,536)
Disposals - -
---------------------------------------- ------------- --------
Market value of investments as
at 31 March 10 -
---------------------------------------- ------------- --------
Categorised as:
Level 1 Investments - -
Level 3 Investments 10 -
---------------------------------------- ------------- --------
As discussed above in Note 5, following passing of the relevant
resolution on 16 October 2013, at the Company's annual general
meeting the Company disposed of all of its subsidiary undertakings,
Plain Healthcare Limited, Avia Health Informatics Inc. and Avia
Investments Limited for GBP1 each. Avia Health Informatics Inc. and
Avia Investments Limited were subsequently dissolved.
The table above sets out the fair value measurements using the
IFRS 7 fair value hierarchy. Categorisationwithin the hierarchy has
been determined on the basis of the lowest level of input that is
significant to the fair value measurement of the relevant asset as
follows:
Level 1 - valued using quoted prices in active markets for
identical assets.
Level 2 - valued by reference to valuation techniques using
observable inputs other than quoted prices included within Level
1.
Level 3 - valued by reference to valuation techniques using
inputs that are not based on observable market data.
There were no transfers between Level 1, Level 2 and Level 3 in
either 2014 or 2013.
Level 3 valuation techniques used by the Company are explained
in more detail in Note 3.
10 PROPERTY, PLANT & EQUIPMENT
Plant
& equipment
GBP'000
---------------------------------- -------------------- --------------
Cost
At 1 April 2013 and 1 April 2012 9
Additions 2
Disposals (9)
--------------
At 31(st) March 2014 2
--------------
Depreciation
At 1 April 2013 and 1 April 2012 7
Charge for the year -
Disposals (7)
--------------
At 31(st) March 2014 -
--------------
NET BOOK VALUE at 31(st) March
2014 2
==============
NET BOOK VALUE at 31(st) March
2013 2
==============
11 TRADE AND OTHER RECEIVABLES
2014 2013
GBP'000 GBP'000
------------------------------- ------- -------
Other debtors 7 -
Prepayments and accrued income 5 4
------------------------------------ ------- -------
12 4
------------------------------------ ------- -------
No receivables were past due or provided for at the year-end or
at the previous year-end.
The fair value of trade and other receivables is considered by
the Directors not to be materially different to carrying
amounts.
The other debtors includes a balance owed by the CEO, Tim Harper
relating to monies advanced against ordinary business expenses.
12 CASH AND CASH EQUIVALENTS
2014 2013
GBP GBP
-------------------------- ---- ----
Cash and cash equivalents 131 2
------------------------------- ---- ----
The fair value of cash and cash equivalents is considered by the
Directors not to be materially different to carrying amounts.
13 TRADE AND OTHER PAYABLES
2014 2013
GBP GBP
----------------------------- ---- ----
Trade and other payables 45 150
Accruals and deferred income 36 122
Short term borrowings - 350
81 622
---------------------------------- ---- ----
The above short term borrowings relate to GBP350,000 of
convertible loan notes that were issued on 3 September 2012.
On 16 October 2013 the Company and Drury Lane Limited ("Drury
Lane") entered into a deed of novation providing for the release of
the Company's obligation to repay the sum of GBP350,000 to Drury
which was completed following payment of a novation fee of
GBP50,000 by the Company.
The fair value of trade and other payables is considered by the
Directors not to be materially different to carrying amounts.
14 CALLED UP SHARE
CAPITAL
Number of Number of Share
deferred ordinary Total Number Value Premium
shares shares of shares GBP'000 GBP'000
---------------------- ---------- ----------- ------------- --------- ---------
Issued and fully
paid
Deferred (29.5p) 312,507 312,507 92
Ordinary (0.5p
each) 6,399,023 6,399,023 32
--------------------------- ---------- ----------- ------------- --------- ---------
At 1 April 2012 312,507 6,399,023 6,711,530 124 2,070
Shares issued
in year - 125,000 125,000 1 5
--------------------------- ---------- ----------- ------------- --------- ---------
At 31 March 2013 312,507 6,524,023 6,836,530 125 2,075
Shares issued
in year (see
note below) - 19,625,000 19,625,000 98 295
Share issue expenses (17)
--------------------------- ---------- ----------- ------------- --------- ---------
At 31 March 2014 312,507 26,149,023 26,461,530 223 2,353
--------------------------- ---------- ----------- ------------- --------- ---------
On 22 October 2013 the Company issued 16,300,000 ordinary
shares of 0.5p for a price of 2.0p each as a result of
a placing, raising GBP326,000 before expenses.
On 22 October 2013 the Company issued 625,000 ordinary
shares of 0.5p at a price of 2.0p to Peterhouse Corporate
Finance Limited in lieu of fees.
On 30 October 2013 the Company issued 2,700,000 ordinary
shares of 0.5p for a price of 2.0p each as a result of
a placing, raising GBP54,000 before expenses.
WARRANTS
On 21 October 2013 the Company issued warrants to subscribe
for 3% of the Company's current issued share capital to
Peterhouse Corporate Finance pursuant to the share placing
of 16,300,000 new ordinary shares, on the same date.
15 SHARE OPTIONS AND WARRANTS
EQUITY-SETTLED SHARE OPTION SCHEMES
The Company has granted options to certain employees. Options
are exercisable at a price equal to the average quoted
market price of the Company's shares on the date of grant.
If the options remain unexercised after a period of between
3 and 10 years from the date of grant the options expire.
Options are forfeited if the employee leaves the Company
before the options vest.
On 29 January 2014 the Company granted options over 2,750,000
shares to Tim Harper (1,750,000), Tim Baldwin (710,000)
and Rod Venables (290,000). The options are exercisable
at any time until 28 January 2024 at 3.68p per share.
The estimated fair value of the options granted was calculated
by applying the Black-Scholes option pricing model. The
assumptions used in the calculation were as follows:
Share price at date of grant 3.68pence
Exercise price 3.68pence
Expected volatility 50%
Expected dividend Nil
Vesting criteria Exercisable 3 years from date of grant
Contractual life 10 years
Risk free rate 3%
Estimated fair value of each 2.33 pence
option
Options: 2014 2013
Weighted average Weighted average
exercise price exercise price
Number (pence) Number (pence)
----------------------------- ---------- ---------------- --------- ------------------
Outstanding at 1 - - - -
April
Granted 2,750,000 3.68 - -
Lapsed - - - -
Outstanding at 31
March 2,750,000 3.68 - -
----------------------------- ---------- ---------------- --------- ------------------
The 710,000 options granted to Tim Baldwin have since been
cancelled following his resignation from the Company on 4 September
2014.
The options outstanding at 31 March 2014 had a weighted average
exercise price of 3.68p and a weighted average remaining
contractual life of 9.8 years.
The charge in the income statement in respect of options in 2014
was GBP21,342 (2013: GBPnil).
WARRANTS
Warrants issued in the period have been listed above in Note 14.
The estimated fair value of the warrants granted in relation to the charge
in the period for the Warrants issued on 21 October 2013 was calculated
by applying the Black-Scholes option pricing model.
There was no share based payment charge recognised in the warrant reserve
for the year ended 31 March 2014 in respect of the warrants granted.
16 RISK MANAGEMENT OBJECTIVES AND POLICIES
FINANCIAL RISK MANAGEMENT OBJECTIVES
The Company is exposed to a variety of financial risks
which result from both its operating and investing activities.
The Company's risk management is coordinated by the board
of directors, and focuses on actively securing the Company's
short to medium term cash flows by minimising the exposure
to financial markets.
Management review the Company's exposure to currency
risk, interest rate risk, liquidity risk on a regular
basis and consider that through this review they manage
the exposure of the Company on a near term needs basis.
There is no material difference between the book value
and fair value of the Company's cash.
CAPITAL RISK MANAGEMENT
The Company's objectives when managing capital are:
* to safeguard the Company's ability to continue as a
going concern, so that it continues to provide
returns and benefits for shareholders;
* to support the Company's growth; and
* to provide capital for the purpose of strengthening
the Company's risk management capability.
The Company actively and regularly reviews and manages its
capital structure to ensure an optimal capital structure
and equity holder returns, taking into consideration the
future capital requirements of the Company and capital efficiency,
prevailing and projected profitability, projected operating
cash flows, projected capital expenditures and projected
strategic investment opportunities. Management regards total
equity as capital and reserves, for capital management purposes.
INTEREST RATE RISK
The Company and Company manage the interest rate risk associated
with the Company cash assets by ensuring that interest
rates are as favourable as possible, whilst managing the
access the Company requires to the funds for working capital
purposes.
Interest rates are based on respective LIBOR and other
bank prime interest rates.
The Company's cash and cash equivalents are subject to
interest rate exposure due to changes in interest rates.
Short-term receivables and payables are not exposed to
interest rate risk.
CREDIT RISK
The Company's financial instruments, which are exposed
to credit risk, are considered to be mainly cash and cash
equivalents. The credit risk for cash and cash equivalents
is not considered material since the counterparties are
reputable banks.
The Company's exposure to credit risk is limited to the
carrying amount of the financial assets recognised at the
balance sheet date, as summarised below:
-----------------------------------------------------------------------
2014 2013
GBP'000 GBP'000
----------------------------------------- ------------- -------------
Cash and cash equivalents 131 2
----------------------------------------- ------------- -------------
131 2
----------------------------------------- ------------- -------------
LIQUIDITY RISK
Liquidity risk is managed by means of ensuring sufficient
cash and cash equivalents are held to meet the Company's
payment obligations arising from administrative expenses.
The cash and cash equivalents are invested such that the
maximum available interest rate is achieved with minimal
risk.
17 FINANCIAL INSTRUMENTS
FINANCIAL ASSETS BY CATEGORY
The IAS 39 categories of financial assets included in
the Statement of financial position and the headings in
which they are included are as follows:
2014 2013
GBP'000 GBP'000
------------------------------------- --------- -------------
Financial Assets:
Available for sale investments 10 -
Loans and receivables 7 4
Cash and cash equivalents 131 2
--------------------------------------------- --------- -------------
148 6
--------------------------------------------- --------- -------------
FINANCIAL LIABILTIES BY CATEGORY
The IAS 39 categories of financial liabilities included
in the Statement of financial position and the headings
in which they are included are as follows:
2014 2013
GBP'000 GBP'000
------------------------------------ ---------- -------------
Financial liabilities at amortised
cost:
Trade and other payables 45 272
Short term borrowings - 350
-------------------------------------------- ---------- -------------
45 622
-------------------------------------------- ---------- -------------
18 RESERVES
OTHER RESERVES
The merger reserve arose under section 612 of the Companies'
Act 2006 on the shares issued by the Company to acquire
Plain Healthcare Limited.
It has been transferred to Retained Earnings following
the disposal of Plain Healthcare Limited on 16 October
2013 for GBP1.
19 Contingent LIABILITIES
There were no material commitments or contingent liabilities
as at 31 March 2014 (2013: nil).
20 RELATED PARTY TRANSACTIONS
The remuneration of the Directors, who are key management
personnel of the Company, is set out in the report on
directors remuneration.
There were no other related party transactions during
the period.
The Directors do not consider there to be one single
ultimate controlling party.
21 EVENTS AFTER THE REPORTING PERIOD
On 25(th) July 2014 the Company conditionally raised
GBP100,000 (gross) through a placing of 6,666,667 new
ordinary shares of 0.5p each in the Company ("New Ordinary
Shares") at 1.5p per share.
On 29(th) August 2014 the Company acquired a 24% interest
in G Heat Limited following the acquisition of the entire
share capital of THE Investments Limited, a private company
owned and controlled by Tim Harper. The Company also
agreed to invest up to GBP204,000 in G Heat Limited by
way of convertible unsecured loan notes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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