Half-yearly Report
31 August 2010
IN-SOLVE PLC
(previously known as Africa Oil Exploration plc)
(`In-Solve' or the `Company')
2010 INTERIM STATEMENT
CHAIRMAN'S REVIEW
I am pleased to announce the Interim Results for the period ending 31 May 2010.
In December 2009, Paul Rewrie was appointed as a Non Executive Director of the
Company. Paul has been a Finance Director and Company Secretary for various
companies including Peel Homes and Caspian Homes limited. He is also a director
of Metroelectric PLC (see below), and has been involved in fundraising via
private and public offerings and trade sales. The Board believes that the
addition of Mr. Rewrie will strengthen the Board.
Following a review of the Company's activities, the Directors of the Company
resolved to change the Company's investment strategy to one that is a
generalist one with no specific sector, national or regional focus. In-Solve's
(previously Africa Oil Exploration) first investment subsequent to the adoption
of the Company's new investments strategy and change of name to In-Solve plc
was a Heads of Terms agreement for the acquisition of 51% of the issued share
capital of Powabyke Acquisition Limited ("The Agreement"). Inter-alia, the
Agreement contained an exclusivity clause which included an abort fee of
£100,000, payable in shares, in the event that Powabyke Acquisition Limited were
to be acquired by a third party during the exclusivity period. Following the
termination of this agreement and the acquisition of Powabyke Acquisition
Limited by Metroelectric Plc, a PLUS quoted electric vehicles manufacturer,
In-Solve was issued with 12,500,000 new ordinary shares in Metroelectric plc
representing 3.49% of the issued share capital. In addition, in March 2010, the
Company invested £70,000 in a new 12% Convertible Loan Note issued by
Metroelectric.
Post Balance Sheet Events
Wilton Petroleum ("Wilton"), in which In-Solve holds a 6.55% interest, has
entered into an agreement with Ophir Energy Plc ("Ophir") to acquire an 80%
interest and Operatorship of a Production Sharing Contract. The Directors
foresee this acquisition as a positive move for Wilton and one which will
increase the value of the Company's interest in Wilton.
During the month of August 2010, the Company was notified that Worship Street
Investments Ltd ("WSI)", the PLUS quoted Investment Company, exercised 800,000
warrants at 1.672p per warrant injecting £13,376 into the Company. WSI now
holds 18.92% share capital of the Company. The Directors feel WSI's further
investment in the Company is a reflection of the growing confidence in the
Company and its revised strategy.
Russell Darvill
Director
Profit and loss account
6 months to 6 months to Year ended
31 May 2010 31 May 2009 30
November
2009
(Unaudited) (Unaudited) (Audited)
£ £ £
Revenue 100,000 - -
Administrative expenses (26,713) (38,578) (71,934)
Operating profit/(loss) 73,287 (38,578) (71,934)
Interest receivable and similar 2,332 1,819 2,236
income
Profit/(loss) on ordinary activities 75,619 (36,759) (69,698)
before taxation
Taxation - - -
Profit/(loss) for the period 75,619 (36,759) (69,698)
Profit/(loss) per share
Basic and diluted 0.94p (0.51p) (0.94p)
Balance Sheet
31 May 2010 31 May 2009 30 November
2009
(Unaudited) (Unaudited) (Audited)
£ £ £
Fixed assets
Investments 210,589 34,028 34,028
210,589 34,028 34,028
Current assets
Debtors 7,837 5,745 1,090
Cash at bank and in hand 15,033 124,868 109,410
22,870 130,613 110,500
Current liabilities
Amounts falling due within one (20,407) (8,157) (7,095)
year
Net current assets 2,463 122,456 103,405
Total assets less current 213,052 156,484 137,433
liabilities
Capital and reserves
Called up share capital 80,159 72,223 80,159
Share premium 1,024,438 1,018,486 1,024,438
Profit and loss account (891,545) (934,225) (967,164)
Shareholders funds 213,052 156,484 137,433
Cash flow statement
Notes 6 months to 6 months to Year ended
31 May 2010 31 May 2009 30
November
2009
(Unaudited) (Unaudited) (Audited)
£ £ £
Net cash outflow from operating 4 (20,148) (48,440) (78,203)
activities
Returns on investments and
servicing of finance
Interest received 2,332 1,819 2,236
Net cash from returns on 2,332 1,819 2,236
investments and servicing of
finance
Financial investment
Acquisition of investments (76,561) - -
Net cash outflow from financial (76,561) - -
investment
Net cash outflow before financing (94,377) (46,621) (75,967)
Financing
Net proceeds of share issues - - 13,888
Net cash inflow from financing - - 13,888
Decrease in cash for the period (94,377) (46,621) (62,079)
Cash balances at beginning of 109,410 171,489 171,489
period
Cash balances at end of the period 15,033 124,868 109,410
Notes to the interim financial statement
1. Basis of preparation
The financial statements for the 6 months to 31 May 2010 are unaudited, have
not been reviewed by the auditors and do not constitute statutory accounts as
defined in section 434 of the Companies Act 2006. The financial information for
the year ended 31 December 2008 is extracted from the audited statutory
accounts for the year then ended which have been delivered to the Registrar of
companies. The audit report on these accounts was unqualified and did not
contain a statement under Section 498(2) or (3) of the Companies Act 2006, but
contained an emphasis of matter.
In the opinion of the Directors the financial information for the 6 months to
31 May 2010 presents fairly the financial position, results of operations and
cash flows for the period in conformity with United Kingdom Generally Accepted
Accounting Principles which have been consistently applied. The interim
statement for the six months ended 31 May 2010 was approved by the Board of
Directors on xx September 2010.
The financial statements have been prepared under the historical cost
convention and in accordance with applicable United Kingdom accounting
standards. The financial information for the six months to 31 May 2010 has been
prepared on the basis of the accounting policies set out in the full annual
accounts of the Group for the year ended 30 November 2009.
2. Earnings per share
The calculation of the basic earnings per share is based on the earnings
attributable to the ordinary shareholders divided by the weighted average
number of shares in issue during the period.
The weighted average number of equity shares in issue is 8,015,900 (31 May 2009
- 7,222,326, 30 November 2009 - 7,420,719) and the profit after tax, is £75,619
(31 May 2009 - loss £36,759, 31 November 2009 - loss £69,698).
3. Reconciliation of changes in shareholders' equity
6 months to 6 months to Year ended
31 May 2010 31 May 2009 30 November
2009
(Unaudited) (Unaudited) (Audited)
£ £ £
Opening shareholder funds 137,433 193,243 193,243
Profit/(loss) for the period 75,619 (36,759) (69,698)
Shares issued during the period - - 7,936
Premium on shares issued - - 5,952
Closing shareholder funds 213,052 156,484 137,433
4. Reconciliation of operating loss to net cash outflow from operating
activities
6 months to 6 months to Year ended
31 May 2010 31 May 2009 30 November
2009
(Unaudited) (Unaudited) (Audited)
£ £ £
Operating profit/(loss) 73,287 (38,578) (71,934)
Shares received in settlement of (100,000) - -
abort fee
(Increase) in debtors (6,747) (5,189) (534)
Increase/(decrease) in creditors 13,312 (4,673) (5,735)
Net cash outflow from operating (20,148) (48,440) (78,203)
activities
The Directors of the issuer accept responsibility for this announcement.
--END--
Enquiries:
IN-SOLVE PLC TEL: 020 7467 1700
Jonathan Bradley-Hoare - Company Secretary
RIVINGTON STREET CORPORATE FINANCE TEL: 020 7 562 3373
Eran Zucker
Eran@rs-cf.com
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