Annual Financial Report 2012
AMERICAPITAL PLC: Audited Financial Accounts 2012
The Directors of Americapital PLC (GXG ACL: G4) ("the company") wishes to
announce today that its annual financial Audit has been accepted by Companies
House and posted to their website. This information will also be posted on the
company website and with GXG markets on the 12th of November 2013.
As a result of this, the financial accounts previously posted on the GXG
markets exchange website are no longer valid and will be replaced by the
audited annual financial accounts mentioned above.
The Directors take responsibility for this statement.
Safe Harbor Statement: The statements contained herein which are not historical
are forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those expressed in the
forward-looking statements, including, but not limited to, certain delays
beyond the company's control with respect to market-acceptance of new
technologies or products, and other risks detailed from time to time.
For more information:
Company: Americapital PLC,
Ticker Symbol ACL
ISIN: GB00B7YMX237
Website: www.americapital.co.uk
Company Registration No. 07877347 (England and Wales)
AMERICAPITAL PLC
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2012
AMERICAPITAL PLC
DIRECTORS AND ADVISERS
Directors Viktor Sauter (Appointed 14 March 2012)
Garth Dwain Jensen (Appointed 22 August 2013)
Secretary David Venus & Company LLP
Company number 07877347
Registered Thames House
office Portsmouth Road
Esher
Surrey
United Kingdom KT10 9AD
Registered Affinity Associates Limited
auditors 12 Hallmark Trading Centre Fourth Way
Wembley
Middlesex
United Kingdom
HA9 0LB
AMERICAPITAL PLC
CONTENTS
Page
Directors' report 1-2
Independent auditors' report 3-4
Consolidated profit and loss account 5
Balance sheets 6
Consolidated cash flow statement 7
Notes to the consolidated cash flow statement 8
Notes to the financial statements 9-14
AMERICAPITAL PLC
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2012
The directors present their report and financial statements for the year ended
31 December 2012.
Principal activities and review of the business
The principal activity of the company is that of a holding company.
Results and dividends
The consolidated profit and loss account for the year is set out on Page 5
Directors
The following directors have held office since 1 January 2012:
Viktor Sauter (Appointed 14
March 2012)
Willy (Resigned 22
Geullaume August 2013)
Garth Dwain (Appointed 22
Jensen August 2013)
Auditors
Affinity Associates Limited were appointed auditors to the company and in
accordance with section 485 of the Companies Act 2006, a resolution proposing
that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Directors' Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards and applicable law).
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 of the company and of the group and of the profit or loss of the group
for that period. In preparing these financial statements, the directors are
required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards 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 group 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 the
group 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 the group and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
-1-
AMERICAPITAL PLC
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2012
Statement of disclosure to auditors
So far as the directors are aware, there is no relevant audit information of
which the group's auditors are unaware. Additionally, the directors have taken
all the necessary steps that they ought to have taken as directors in order to
make themselves aware of all relevant audit information and to establish that
the group's auditors are aware of that information.
On behalf of the board
Viktor Sauter
Director
29 October 2013
-2-
AMERICAPITAL PLC
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF AMERICAPITAL PLC
We have audited the group and parent company financial statements (the "financial
statements") of Americapital PLC for the year ended 31 December 2012 set out on
pages 5 to 14.
The financial reporting framework that has been applied in their preparation is
applicable law and United Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice).
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 auditors' 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 Directors' Responsibilities Statement set out on
pages 1 - 2, 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 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.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based
on conducting the audit in accordance with International Standards on Auditing.
Because of the matter described in the Basis for Disclaimer of Opinion
paragraph, however, we were not able to obtain sufficient appropriate audit
evidence to provide a basis for an audit opinion.
-3-
Basis of Disclaimer of Opinion
We were appointed auditors of the group on 17th June 2013 to undertake audit of
the group's financial year ended on 31st December 2012. During the course of our
audit we were not provided with requisite information and supporting documents
for the group and the parent company in order to undertake our work. We were also
not given access to the management of the company and its subsidiaries. According
to the financial statements provided to us for both the parent and subsidiaries,
there was no evidence of trading by the group and the parent company. However, our
independent enquiry evidenced that the group had filed management accounts with
GXG markets that showed the group had traded. These were subsequently withdrawn on
01st October 2013 and we were not able to obtain reliable information whatsoever to
establish the actual position of company's trading or otherwise.
S499 of the Companies Act 2006 and International Standards on Auditing - 600
requires us to communicate with component auditors of the two subsidiaries
throughout the audit, which we were not able to, however audited financial
statements were submitted to us.
Ecuador Properties S.A a company registered in Ecuador whose Audited Financial
Statements for the year ended 31st December 2012 show within fixed assets,
holdings of land valued at US Dollars 20,239,900 (in GBP 12,518,378.15) after
revaluation. We were not able, nevertheless the given appraisal, to form an
opinion about the value of the financial situation in accordance with Financial
Reporting Standards - 15.
Americapital S.A another subsidiary apparently also registered in Ecuador whose
financial year end was 31st December 2012 recorded investments worth US Dollars
4,253,363.71 (in GBP 2,630,705). We were unable to obtain sufficient appropriate
audit evidence in relation to these costs and compliance with Financial Reporting
Standards - 10.
Disclaimer of Opinion
Because of the significance of the matters described in the Basis of Disclaimer
of Opinion paragraph, we have not been able to obtain sufficient appropriate
audit evidence to provide a basis for an audit opinion. Accordingly, we do not
express an opinion on the financial statements.
M Amin (Senior Statutory Auditor)
for and on behalf of Affinity Associates Limited
Accountants & Statutory Auditors
Date……………………..
12 Hallmark Trading Centre
Fourth Way
Wembley
Middlesex
United Kingdom
HA9 0LB
-4-
AMERICAPITAL PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2012
Notes 2012
£
Administrative expenses (12,000)
Loss on ordinary activities before 3 (12,000)
taxation
Tax on (loss)/profit on ordinary 4 -
activities
Loss on ordinary activities after taxation (12,000)
The profit and loss account has been prepared on the basis that all operations
are continuing operations.
There are no recognised gains and losses other than those passing through the
profit and loss account.
-5-
AMERICAPITAL PLC
BALANCE SHEETS
AS AT 31 DECEMBER 2012
Notes Group Company
2012 2012
£ £
Fixed assets
Tangible assets 6 12,518,378 -
Investments 7 2,630,705 12,061,930
15,149,083 12,061,930
Current assets
Debtors 8 712 -
Creditors: amounts falling due 9 (3,055,835) (12,000)
within one year
Net current liabilities (3,055,123) (12,000)
Total assets less current 12,093,960 12,049,930
liabilities
Capital and reserves
Called up share capital 10 12,061,930 12,061,930
Profit and loss account 11 32,030 (12,000)
Shareholders' funds 12 12,093,960 12,049,930
Approved by the Board and authorised for issue on 29 October 2013
Viktor Sauter
Director
Company Registration No. 07877347
-6-
AMERICAPITAL PLC
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2012
£ 2012
£
Net cash inflow/(outflow) from 3,043,123
operating activities
Capital expenditure
Payments to acquire intangible assets 44,030
Payments to acquire tangible assets (15,149,083)
Net cash outflow for capital (15,105,053)
expenditure
Net cash outflow before management of (12,061,930)
liquid resources and financing
Financing
Issue of ordinary share capital 2,452,110
Issue of preference share capital 9,609,820
Issue of shares 12,061,930
Decrease in debt -
Net cash inflow/(outflow) from 12,061,930
financing
Decrease in cash in the year -
-7-
AMERICAPITAL PLC
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2012
1 Reconciliation of operating loss 2012
to net cash inflow/(outflow) from
operating activities £
Operating (loss)/profit (12,000)
Increase in debtors (712)
Increase in creditors within one 3,055,835
year
Net cash inflow/(outflow) from 3,043,123
operating activities
2 Analysis of net debt 1 Cash Other
January flow non- cash
2012 changes
£ £ £
Net cash:
Net debt - - -
3 Reconciliation of net cash flow to 2012
movement in net debt
£
Decrease in cash in the year -
Movement in net debt in the year -
Opening net debt -
Closing net debt -
-8-
AMERICAPITAL PLC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2012
1 Accounting policies
1.1 Accounting convention
The financial statements are prepared under the
historical cost convention.
1.2 Compliance with accounting standards
The financial statements are prepared in
accordance with applicable United Kingdom
Accounting Standards (United Kingdom Generally
Accepted Accounting Practice), which have been
applied consistently (except as otherwise
stated).
1.3 Tangible fixed assets and depreciation
Tangible fixed assets other than freehold land
are stated at cost less depreciation.
Depreciation is provided at rates calculated to
write off the cost less estimated residual
value of each asset over its expected useful
life, as follows:
Land and buildings Freehold - Nil
1.4 Investments
Fixed asset investments are stated at cost less
provision for diminution in value.
1.5 Deferred taxation
Deferred taxation is provided in full in
respect of taxation deferred by timing
differences between the treatment of certain
items for taxation and accounting purposes. The
deferred tax balance has not been discounted.
1.6 Foreign currency translation
Monetary assets and liabilities denominated in
foreign currencies are translated into sterling
at the rates of exchange ruling at the balance
sheet date. Transactions in foreign currencies
are recorded at the rate ruling at the date of
the transaction. All differences are taken to
profit and loss account.
2 Turnover
The total turnover of the group for the year
has been derived from its principal activity
wholly undertaken in the United Kingdom.
3 Operating loss 2012
£
Operating loss is stated after charging:
Fees payable to the group's auditor for the 6,000
audit of the group's annual accounts (company £
6,000; 2011: £-0)
-9-
4 Taxation 2012
Total current tax -
Factors affecting the tax charge for the year
Loss on ordinary activities before taxation (12,000)
Loss on ordinary activities before taxation -
multiplied by standard rate of UK corporation
tax of 0.00% (2011 - 0.00%)
Current tax charge for the year -
5 Loss for the financial year
As permitted by section 408 Companies Act 2006,
the holding company's profit and loss account
has not been included in these financial
statements. The loss for the financial year is
made up as follows:
2012
£
Holding company's loss for the financial year -
6 Tangible fixed assets
Group
Land and
buildings
Freehold
£
Cost
At 1 January 2012 & at 31 December 2012 12,518,378
Depreciation
At 1 January 2012 & at 31 December 2012 -
Net book value
At 31 December 2012 12,518,378
At 31 December 2011 -
- 10 -
7 Fixed asset investments
Group
Shares in
group
undertakings
£
Cost
At 1 January 2012 -
Additions 2,630,705
At 31 December 2012 2,630,705
Net book value
At 31 December 2012 2,630,705
In the opinion of the directors, the aggregate value of the
company's investment in subsidiary undertakings is not less
than the amount included in the balance sheet.
Company
Shares in
group
undertakings
£
Cost
At 1 January 2012 & at 31 December 2012 12,061,930
Net book value
At 31 December 2012 12,061,930
In the opinion of the directors, the aggregate value of the
company's investment in subsidiary undertakings is not less
than the amount included in the balance sheet.
Holdings of more than 20%
The company holds more than 20% of the share
capital of the following companies:
Company Country of Shares held
registration or
incorporation
Class %
Subsidiary
undertakings
Ecuador Properties S.A Ecuador Ordinary 100
Americapital S.A Ecuador Ordinary 100
The principal activity of these undertakings for the last
relevant financial year was as follows:
- 11 -
7 Fixed asset (continued)
investments
Ecuador Purchase, sale and
Properties S.A management of land and
rainforest timber
Americapital Analysis, research and
S.A advice on investment
opportunities in Ecuador
8 Debtors
Group Company
2012 2012
£ £
Other debtors 712 -
9 Creditors: amounts falling due within
one year
Group Company
2012 2012
£ £
Director's 3,043,835 -
current
accounts
Accruals and deferred income 12,000 12,000
3,055,835 12,000
10 Share capital 2012
£
Allotted, called up and fully paid
15,000,367 Ordinary Shares of 16p each 2,452,110
29,392,323 Preference Shares of 33p each 9,609,820
12,061,930
- 12 -
11 Statement of movements on profit and loss
account
Group
Profit and loss
account
£
Loss for the year (12,000)
Goodwill written off 44,030
Balance at 31 December 2012 32,030
Company
Profit and loss
account
£
Loss for the year (12,000)
12 Reconciliation of movements in 2012
shareholders' funds
Group £
Loss for the financial year (12,000)
Proceeds from issue of shares 12,061,930
Goodwill written-off 44,030
Net addition to shareholders' funds 12,093,960
Opening shareholders' funds -
Closing shareholders' funds 12,093,960
2012
Company £
Loss for the financial year (12,000)
Proceeds from issue of shares 12,061,930
Net addition to shareholders' funds 12,049,930
Opening shareholders' funds -
Closing shareholders' funds 12,049,930
- 13 -
13 Employees
Number of employees
There were no employees during the year apart from the directors
- 14 -
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