TIDMDERR
RNS Number : 0383D
Derriston Capital PLC
26 January 2018
DERRISTON CAPITAL PLC
("Derriston" or the "Company")
Final results for the period ended 31 December 2017
Notice of Annual General Meeting
Derriston Capital plc (LSE: DERR) announces its audited
financial results for the period ended 31 December 2017 and its
Annual General Meeting ("AGM") to be held on 20 February 2018.
Copies of the 2017 Financial Statements and notice of the AGM
("AGM Notice") are today being posted to shareholders. The AGM will
be held on 10.30am on 20 February 2018 at the offices of Locke Lord
(UK) LLP at 201 Bishopsgate, London EC2M 3AB.
Period highlights
-- On 29 December 2016, the Company was admitted to the standard
segment of the Official List and to trading on the London Stock
Exchange's Main Market
-- Raised GBP2.33 million cash (gross) through the listing of 25,000,000 new ordinary shares
-- Change in strategy from investing in medtech to seeking
acquisitions within all technology and other high growth
sectors.
Post period highlight
-- Directors are seeking shareholder approval at the AGM to
continue the Company's acquisition strategy for a further 12
months
Copies of the 2017 Financial Statements and the AGM Notice are
available on the Company's website: www.derristoncapital.co.uk
Harry Hyman, Chairman of Derriston said: "Derriston considered a
large number of deals during 2017 but none of them reached the
standards we require. As a result of this, we changed and extended
the mandate to consider investments across all technology and high
growth sectors.
"We have made good progress over recent months with a shortlist
of acquisition opportunities and we look forward to discussing with
shareholders at the appropriate time. The board is therefore
seeking approval to allow Derriston another year to acquire a
suitable opportunity that will deliver significant shareholder
value. I am very hopeful we will finalise a deal in the next twelve
months and look forward to keeping shareholders informed of the
exciting deals we are considering.
"The board continues to be diligent with costs, preserving
shareholder funds. We have successfully managed to both source
deals and conduct our due diligence at minimal expense. During the
year administrative cost totalled GBP168,185, over GBP132,000 of
which were costs of the flotation, and majority of the balance of
costs through the year being stock exchange listing fees. Having
raised GBP2.33m (gross) in December 2016, the Company has net cash
of GBP2.16m as at 31 December 2017."
For information please contact:
Walbrook PR Ltd Tel: 020 7933 8780
Paul McManus
DERRISTON CAPITAL PLC
Final results for the period ended 31 December 2017
Chairman's Statement
INTRODUCTION
I am pleased to present the financial results for the period
ended 31 December 2017. Derriston floated on the London Stock
Exchange on 29 December 2016. The Company was created to undertake
an acquisition within the medical technology industry.
BUSINESS REVIEW
During this period, Derriston recorded a loss of GBP156,009 and
the loss per share was 0.7p. This reflects the costs of the
formation of the Company and its admission to the London Stock
Exchange. The Company held cash reserves at the period end of
GBP2.17m with no debt financing.
FUTURE DEVELOPMENTS
Given the large number of exciting opportunities we are
analysing, the board announced in the interim report that
Derriston's investment scope has been widened to consider
acquisitions within all technology and other high growth
sectors.
Since then we have looked at a number of these opportunities and
significant progress has been made. I hope to be able to announce
Derriston's first investment in the next twelve months.
Harry Hyman
Chairman
26 January 2018
DERRISTON CAPITAL PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 DECEMBER 2017
2017
Note GBP
CONTINUING OPERATIONS
Turnover -
Administrative expenses (168,185)
Finance costs (460)
-------------------
OPERATING LOSS 4 (168,645)
Interest income 12,636
-------------------
LOSS FOR THE PERIOD BEFORE
TAXATION (156,009)
Taxation 6 -
-------------------
TOTAL COMPREHENSIVE INCOME (156,009)
=========
BASIC AND DILUTED LOSS PER
SHARE (PENCE) (0.7)
=========
There was no other comprehensive income in 2017.
DERRISTON CAPITAL PLC
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2017
2017
Note GBP
CURRENT ASSETS
Trade and other receivables 7 4,852
Cash and cash equivalents 8 2,172,042
-------------------
TOTAL ASSETS 2,176,894
=========
CURRENT LIABILITIES
Trade and other payables 9 (18,653)
-------------------
NET ASSETS 2,158,241
=========
EQUITY
Share capital 10 625,000
Share premium account 10 1,689,250
Retained losses (156,009)
--------------------
TOTAL EQUITY 2,158,241
==========
These financial statements were approved by the Board of
Directors on 26 January 2018 and were signed on its behalf by Harry
Hyman (Director)
DERRISTON CAPITAL PLC
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31 DECEMBER 2017
2017
Share Share Retained Total
Capital Premium Losses Equity
GBP GBP GBP GBP
On incorporation - - - -
Loss for the
period and total - - (156,009) (156,009)
comprehensive -
loss
Shares issues 625,000 625,000
Share premium
(net of expenses) - 1,689,250 - 1,689,250
----------------- ----------------- ----------------- -----------------
Balance at 31
December 2017 625,000 1,689,250 (156,009) 2,158,241
======== ======== ======== ========
DERRISTON CAPITAL PLC
STATEMENT OF CASH FLOWS
FOR THE PERIODED 31 DECEMBER 2017
Note 2017
CASH FLOWS FROM OPERATING ACTIVITIES GBP
Loss after taxation (156,009)
Adjustments for:
Increase in trade and other payables 18,653
Increase in trade and other receivables (4,852)
------------------
NET CASH OUTFLOW FROM OPERATING ACTIVITIES (142,208)
------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issue of shares (net of costs) 2,314,250
------------------
NET CASH INFLOW FROM FINANCING ACTIVITIES 2,314,250
========
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,172,042
Cash and cash equivalents brought forward -
------------------
CASH AND CASH EQUIVALENTS CARRIED FORWARD 8 2,172,042
========
DERRISTON PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIODED 31 DECEMBER 2017
1. GENERAL INFORMATION
Derriston Capital plc is a public limited company registered and
incorporated in the England and Wales. The Company's principal
activities are described in the Directors' Report. The Company's
registered office and principal place of business is c/o Locke
Lord, 2(nd) floor, 201 Bishopsgate, London EC2M 3AB.
2. ACCOUNTING POLICIES
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'.
Statement of compliance
The financial statements comply with IFRS as adopted by the
European Union. At the date of authorisation 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. The company does
not plan to adopt these standards early.
-- Amendments to IFRS 2 Share Based Payment (effective for
accounting periods beginning on or after 1 January 2018)
-- Amendments to IFRS 12 Disclosure of Interests in Other
Entities (effective for accounting periods beginning on or after 1
January 2017)
-- IFRS 15 Clarification of Revenue from Contracts with
Customers (effective for accounting periods beginning on or after 1
January 2018)
-- IFRS 16 Leases (effective for accounting periods beginning on or after 1 January 2019)
-- Amendments to IAS 7 Statement of Cash Flows (effective for
accounting periods beginning on or after 1 January 2017)
-- Amendments to IAS 12 Income Taxes (effective for accounting
periods beginning on or after 1 January 2017)
Going Concern
The directors have assessed the Company's position as at 31
December 2017 and consider it appropriate to prepare the financial
statements on a going concern basis. There are cash reserves of
GBP2.17m which the directors consider sufficient to ensure that the
Company will be able to continue to meet its commitments as they
fall due for at least twelve months from the date of approval of
the financial statements.
Segment reporting
A business segment is a group of assets and operations engaged
in providing products or services that are subject to risks and
returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services
within a particular economic environment that are subject to risks
and returns that are different from those of segments operating in
other economic environments.
The directors are of the opinion that the Company is not
currently engaged in any more than a single sector as it has not
yet traded and has incurred only set up fees and the costs of
running a business for the period. The Company is based in the
United Kingdom and accordingly, no segmental analysis is considered
necessary.
Expenses
All expenses are accounted for on an accruals basis and are
presented through the Statement of Comprehensive Income.
Taxation
Current taxation is the taxation currently payable on taxable
profit for the year.
Trade and other receivables
Trade and other receivables are recognised and carried at
original invoice value less an allowance for any uncollectible
amounts. An estimate for doubtful debts is made when collection of
the full amount is no longer probable. Bad debts are written off
when identified.
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.
Trade payables
Trade payables are initially measured at fair value and are
subsequently measured at amortised cost, using the effective
interest rate method.
Financial instruments
The Company's financial assets comprise cash and cash
equivalents.
The Company's financial liabilities comprise trade payables.
Financial liabilities are obligations to pay cash or other
financial assets and are recognised when the Company becomes a
party to the contractual provisions of the instruments.
Equity
Equity comprises the following:
-- "Share capital" represents the nominal value of equity shares.
-- "Share premium" represents the excess over nominal value of
the fair value of consideration received for equity shares, net of
expenses of the share issue.
-- "Retained losses" represents cumulative net gains and losses
recognised in the Statement of Comprehensive Income
Critical Accounting Estimates and Judgements
The preparation of financial statement in conformity with IFRS
requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting year. These estimates and assumptions
are based upon management's knowledge and experience of the
amounts, events or actions. Actual results may differ from such
estimates.
The Directors' consider the only area subject to estimation and
judgement to be transaction costs. The Directors have apportioned
certain costs in accordance with IAS 32 to the share premium
account as relating to the issue of shares. This area is reviewed
on an annual basis by the Directors to ensure that to the best of
their knowledge the appropriate costs have been apportioned between
share premium and the income statement.
3. SEGMENTAL INFORMATION
The Company is organised around one business class and the
results are reported to the Chief Operating Decision Maker
according to this class. There is one continuing class of business,
being the investment in the medical technology industry.
Given that there is only one continuing class of business,
operating within the UK no further segmental information has been
provided.
4. EXPENSES BY NATURE 2017
GBP
Legal and professional 81,285
Bank charges 460
Administrative expenses 80,900
----------------
168,645
========
5. AUDITOR'S REMUNERATION 2017
GBP
During the year the Company obtained the
following services
from the Company's auditor:
Fees payable to the Company's auditors
for the audit of the Company's
annual accounts 13,200
Fees payable to the Company's auditors
for other services:
Other services pursuant to legislation 10,500
-----------------
23,700
========
6. TAXATION
Due to tax losses sustained there was no corporation
tax payable by the company in the period.
The tax charge for the year is different from
the standard rate of corporation tax in the
United Kingdom. The difference is reconciled
as follows:-
2017
GBP
Loss on ordinary activities
before tax (156,009)
Loss on ordinary activities
at the effective rate of
corporation tax applicable
to the Company of 19% (29,642)
Expenses not deductible -
Losses not utilized 29,642
------------------
Total tax charge -
=========
No deferred tax asset has been recognised as the Directors
cannot be certain that future profits will be sufficient for this
asset to be realised.
Factors affecting future tax charges
There are no factors affecting the tax charge.
7. TRADE AND OTHER RECEIVABLES 2017
GBP
Prepayments 4,852
=========
8. CASH AND CASH EQUIVALENTS 2017
GBP
Cash at bank 2,172,042
=========
The Directors consider that the carrying amount of cash and cash
equivalent represents their fair value.
9. TRADE AND OTHER PAYABLES 2017
GBP
Trade payables 5,052
Accruals 13,601
------------------
18,653
=========
The fair value of trade and other payables is considered by the
Directors not to be materially different to carrying amounts.
10. ISSUED SHARE CAPITAL Number Nominal Share
of
Shares Value premium
Issued and fully paid No. GBP GBP
At 31 December 2017:
Ordinary shares of 2.5p
each
Issued on incorporation 1 - -
Issued on 14 November
2016 2,249,999 56,250 -
Issued on 29 December
2016 22,750,000 568,750 1,706,250
------------------ ------------------- ------------------
25,000,000 625,000 1,706,250
========= ========= ========
Fully paid ordinary shares, which have a par value of 2.5p,
carry one vote per share and rank equally in respect of
dividends.
Reserve Description and Purpose
Share premium Amount subscribed for share
capital in excess of nominal
value.
Retained Losses Cumulative net gains and
losses recognised in the
income statement.
Capital management
The Company manages its capital to ensure that it will be able
to continue as a going concern while maximising returns to
shareholders. It is the current strategy of the Company to finance
its activities from existing equity and reserves and by the issue
of new equity as required.
The Board's policy is to maintain a strong capital base so as to
maintain investors, creditors and market confidence and to sustain
future development of the business. The Board manages the Company's
affairs to achieve shareholders returns through capital growth and
income.
The Company is not subject to externally imposed capital
requirements.
11. LOSS PER SHARE
The calculation of loss per ordinary share is based on the loss
attributable to ordinary shareholders divided by the weighted
average number of shares in issue during the year.
Weighted Per shares
Loss Average amount
number of pence
shares
GBP
Basic and diluted earnings
per share 2017 156,009 22,515,170 (0.7)
There is no difference between the basic and diluted loss per
share.
12. NET ASSET VALUATION
The net asset valuation per share is calculated by dividing the
net assets attributable to the equity holders of the Company at the
end of the reporting period by the number of shares in issue.
2017
F
Net assets 2,158,241
Number of ordinary
shares in issue 25,000,000
Net asset valuation 8.63
per share pence
==========
13. DIRECTORS' REMUNERATION
The directors were not remunerated during the year. This will be
revisited when the Company commences trading.
14. FINANCIAL INSTRUMENTS
The Company's activities expose it to a variety of financial
risks: market risk, credit risk, liquidity risk, cash flow interest
rate risk and equity price risk.
Risk management is carried out by the Board of Directors.
(a) Capital 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.
(b) Credit risk
The main credit risk relates to liquid funds held at banks. The
credit risk in respect of these bank balances is limited because
the counterparties are banks with high credit ratings assigned by
international credit rating agencies.
(c) Liquidity risk
The Company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs.
An analysis of trade and other payables is given in note 10.
These payables are payable within a year.
CATEGORIES OF FINANCIAL INSTRUMENTS
The IAS 39 categories of financial asset included in the
statement of financial position and the headings in which they are
included are as follows:
2017
GBP
Financial assets:
Cash and bank balances 2,172,042
=========
Financial liabilities at amortised
cost:
Trade and other payables 18,653
=========
15. ULTIMATE CONTROLLING PARTY
The directors do not consider there to be one ultimate
controlling party.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BFMLTMBTTMJP
(END) Dow Jones Newswires
January 26, 2018 04:27 ET (09:27 GMT)
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