Final Results

RNS Number : 9066R

Adams PLC

17 September 2014

 



Adams PLC

("Adams" or the "Company")

Final Results for the year ended 31^st March 2014

We have pleasure in announcing final results for the financial year ended 31^st March 2014.

During the year the Board, in cooperation with shareholders and external advisers, reviewed a range of investment opportunities and I am pleased to inform you that a short list has been decided upon and is being advanced.  We hope that the final choice will deliver substantial value to shareholders.

In the meantime we have been careful to run the Company on a tight budget with a very low operating overhead.  In preparation for the transaction phase, since the reporting period end we encouraged our warrant holders to exercise their warrant holdings which had the effect of bringing €150,000 of additional cash to our balance sheet.

We look forward to keeping shareholders apprised as developments arise.

N C P Nelson

Chairman

17 September 2014

The Annual Report and Accounts and AGM Notice has been posted to shareholders today.

Enquiries:

Adams plc
		Tel: [phone]
NOMAD
Cairn Financial Advisers LLP Sandy Jamieson		Tel: [phone]
Broker Peterhouse Corporate Finance Limited
Heena Karani		Tel: [phone]

Investing Policy

In March 2013, Adams emerged following the restructuring and change of name from Carpathian Plc, formerly an AIM quoted property investing company. Fresh funding was sourced to enable Adams to continue as an AIM company with a view to making investments in the technology and life sciences sectors.

It is the Board's intention to seek to acquire a direct and/or an indirect interest in projects and assets in the biotechnology sector, however they will consider opportunities in the wider technology sector as well as opportunities that may arise in other sectors. The Company will focus on opportunities in UK or Europe but will consider possible opportunities anywhere in the world.

It is believed that an opportunity exists to acquire and consolidate holdings in Small and Medium sized Enterprises (SME's) operating in these sectors, with the intention of creating value for Shareholders. Initially, the Company's focus will be searching for companies where there may be a number of opportunities to acquire interests in undervalued or pre-commercialisation technologies which when applied produce cost savings or revenue enhancement for customers. Early acquisition of these innovative technologies should provide maximum returns for Shareholders.

The Directors see this sector as having considerable growth potential for the foreseeable future and many of the prospects they have identified are in this sector. The Directors will focus on early stage investments and believe that any investment target will have at least one of four key components: a strong management team; an innovative product proposal; revenue enhancing or cost saving capabilities; and high growth potential.

The Company may invest by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question. The Company will not have a separate investment manager.

The Company may be both an active and a passive investor depending on the nature of the individual investments. The Board will place no minimum or maximum limit on the length of time that any investment may be held and therefore a short term disposal of any investments cannot be ruled out.

The Directors will however ensure that any investments meet strict due diligence criteria and the primary focus will be on companies post viability testing phase, to mitigate risk associated with early stage investment. This will not preclude the Company from considering investments in suitable projects in other regions and sectors where there are high-growth opportunities.

ADAMS PLC

Statement of Comprehensive Income

			Year ended		Period ended
	Notes		€'000		€'000
Impairment of loans to subsidiary	10		-		(9,887)
Impairment of interest receivable from subsidiary	10		-		(18,128)
Net foreign exchange (loss)			(2)		(363)
Administrative expenses	5		(101)		(88)
Other income			-		125
Net change in fair value of financial assets at fair value through profit or loss	9		(18)		-
			───────		───────
Operating loss	5		(121)		(28,341)
Finance income	6		-		20,155
			───────		───────
Loss on ordinary activities before taxation			(121)		(8,186)
Tax on loss on ordinary activities	7		-		-
			───────		───────
Loss for the year			(121)		(8,186)
			───────		───────
Total comprehensive loss for the year			(121)		(8,186)
			═══════		═══════
Basic and diluted loss per share	15		(1)€c		(260)€c
			═══════		═══════

ADAMS PLC

Statement of Financial Position

						31 March 2014		31 March 2013
				Notes		€'000		€'000
Assets
Non-current assets
Investments				9		14		115
───────								───────
Current assets
Trade and other receivables				11		7		11
Cash and cash equivalents				12		117		139
						───────		───────
						124		150
						───────		───────
Total assets						138		265
						═══════		═══════
Equity and Liabilities
Called up share capital				14		2,448		2,448
Share premium				14		133		133
Accumulated deficit						(2,456)		(2,335)
						───────		───────
Total equity						125		246
						───────		───────
Current liabilities
Trade and other payables				13		13		19
						───────		───────
Total current liabilities						13		19
						───────		───────
Total liabilities						13		19
						──────-		───────
Total equity and liabilities						138		265
						═══════		═══════

ADAMS PLC

Statement of Changes in Equity

		Share Capital	Share Premium	Accumulated (Losses)	Total
	Notes	€'000	€'000	€'000	€'000
At 1 January 2012		2,309	42,522	(31,474)	13,357
Changes in equity
Total comprehensive loss		-	-	(8,186)	(8,186)
Dividends declared	8	-	-	(5,197)	(5,197)
Issue of shares		139	133	-	272
Reconstruction		-	(42,522)	42,522	-
		───────	───────	───────	───────
At 31 March 2013		2,448	133	(2,335)	246
		═══════	═══════	═══════	═══════
At 1 April 2013		2,448	133	(2,335)	246
Changes in equity
Total comprehensive loss		-	-	(121)	(121)
		───────	───────	───────	───────
At 31 March 2014		2,448	133	(2,456)	125
		═══════	═══════	═══════	═══════

ADAMS PLC

Statement of Cash Flows

						Year ended	Period ended
						31 March 2014	31 March 2013
						€'000	€'000
Net cash from operating activities			1			(123)	(29,781)
Cash flows from investing activities
Receipts from sales of investments/payments to acquire investments						101	(115)
Interest received						-	27
Loan (advance to)/repayment from subsidiary						-	(9,723)
						───────	───────
Net cash used in investing activities						101	(9,811)
						───────	───────
Cash flows from financing
Issue of ordinary share capital						-	272
Dividends paid						-	(5,197)
						───────	───────
Net cash from financing activities						-	(4,925)
						───────	───────
Net (decrease) in cash and cash equivalents						(22)	(44,517)
Cash and cash equivalents at beginning of period						139	44,656
						───────	───────
Cash and cash equivalents at end of period						117	139
						═══════	═══════

ADAMS PLC

Notes to the Statements of Cash Flows

1	Reconciliation of operating loss to net cash outflow from operating activities
				Year ended  31 March 2014			Period ended 31 March 2013
						€'000	€'000
	Loss for the year					(121)	(8,186)
	Net other finance income					-	(20,155)
	Impairment of investments and loans receivable					-	28,031
	Decrease in trade and other receivables					4	384
	(Decrease) in trade and other payables					(6)	(29,855)
						───────	───────
	Net cash outflow from operating activities					(123)	(29,781)
						═══════	═══════
2	Analysis of net cash	1 April 2013	Cash flow			Other non-cash changes	31 March 2014
		€'000	€'000			€'000	€'000
	Net cash:
	Cash at bank and in hand	139	(22)		-		117
		───────	───────		───────		───────
	Liquid resources:
	Current asset investments	-	-		-		-
		───────	───────		───────		───────
	Debt:
	Debts falling due after one year	-	-		-		-
		───────	───────		───────		───────
	Net cash	139	(22)		-		117
		═══════	═══════		═══════		═══════
3	Reconciliation of net cash flow to movement in net cash			Year ended   31 March 2014			Period ended 31 March 2013
				€'000			€'000
	Decrease in cash in the year/period			(22)			(44,517)
				───────			───────
	Movement in net cash in the year/period			(22)			(44,517)
	Opening net cash			139			44,656
				───────			───────
	Closing net cash			117			139
				═══════			═══════

ADAMS PLC

Notes to the Financial Statements

1     General information        

Adams PLC is a company incorporated and domiciled in the Isle of Man. The address of the registered office is disclosed on the company information page at the front of the annual report. The principal activities of the Company are described in the directors' report.

2     Summary of significant accounting policies        

     The principal accounting policies applied in the preparation of these financial statements are set out below.

2.1   Basis of preparation        

        The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). IFRS comprises of standards issued by the International Accounting Standards Board (IASB) and the interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) as adopted by the European Union (EU).

        Preparation of financial statements        

        The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

       New and amended standards adopted by the Company

There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after 1 April 2013 that would be expected to have a material impact on the Company.

       Standards, interpretations and amendments to published standards that are not yet effective.

The following new standards, amendments to standards and interpretations have been issued, but are not effective for the financial year beginning 1 April 2013 and have not been early adopted:

Reference	Title	Summary	Application date of standard	Application date of Group
Amendments to IFRS 2, IFRS 3	Amendments resulting from Annual Improvements 2010-12 Cycle	IFRS 2: clarifies definition of vesting conditions IFRS 3: clarifies contingent consideration in a business combination	1 July 2014	1 July 2014
Amendments to IAS 19	Defined Benefit Plans: Employee Contributions	Clarifies that the treatment of contributions when they are independent of the number of years of service	Periods commencing on or after 1 July 2014	1 January 2015
IFRS 9	Financial Instruments	Revised standard for accounting for financial instruments	Periods commencing on or after 1 January 2015	1 January 2015
2.1   Basis of preparation (continued) Standards, interpretations and amendments to published standards that are not yet effective (continued)
IAS 36	Impairment of assets	Limited scope amendments to disclosure requirements	Periods commencing on or after 1 January 2014	1 January 2014
IAS 39	Hedge accounting and novation of derivatives	Provides relief from discontinuing hedge accounting when novation of a hedging instrument to a central counterparty meets specified criteria	Periods commencing on or after 1 January 2014	1 January 2014
IFRIS 21	Accounting for levies imposed by governments	Clarifies that the obligating event giving rise to a liability to pay a levy is the activity described in the relevant legislation that triggers payment of the levy	Periods commencing on or after 1 January 2014	1 January 2014
IFRS 10, IFRS 12, IAS 27	Exception from consolidation for "investment entities"	Amendments have been made to define an "investment entity" and to introduce an exception from consolidation and the required disclosures	Periods commencing on or after 1 January 2014	1 January 2014
IAS 32	Financial instruments: Presentation	Clarifies the requirements for offsetting of financial assets and financial liabilities	Periods commencing on or after 1 January 2014	1 January 2014
IFRS 14	Regulatory deferral accounts	Aims to enhance the comparability of financial reporting by entities subject to rate-regulations	Periods commencing on or after 1 January 2016	1 January 2016

2.2   Going concern

The financial statements have been prepared on a going concern basis.

When assessing the foreseeable future, the Directors have looked at a period of at least twelve months from the date of approval of this report. The forecast cash-flow requirements are to be financed by funds held at the date of this report.

     After making enquiries, the Directors firmly believe that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

2.3   Compliance with accounting standards

The financial statements are prepared in accordance with applicable accounting standards.

2.4   Finance income

Finance income represents amounts receivable from related parties and banks.

2.5   Investments

Listed investments are designated at fair value through profit or loss.

2.6   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.

A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

2.7   Fair values

The carrying amounts of the financial assets and liabilities such as cash and cash equivalents, receivables and payables of the company at the statement of financial position date approximated their fair values, due to relatively short term nature of these financial instruments.

2.8   Trade payables and other non-derivative financial liabilities including long term payables

     Trade payables and other creditors are non-interest bearing and are measured at cost.

2.9   Equity

     Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from proceeds.

2.10 Cash and cash equivalents

     Cash and cash equivalents include cash in hand, deposits held on call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities on the statement of financial position.

2.11 Provisions

     Provisions are recognised when the Company has a present obligation as a result of a past event, and it is probable that the Company will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date, and are discounted to present value where the effect is material.

2.12 Taxation

The charge for current tax is based on the results for the period as adjusted for items which are non-assessable or disallowed. It is calculated using rates that have been enacted or substantively enacted by the balance sheet date.

2.13 Foreign currencies

                    The functional currency of the Company is considered to be the Euro. It is the currency of the primary economic environment in which it operates. For the purpose of the financial statements, the results and financial position of the Company are presented in Euros as the Company is listed on AIM and its share price is quoted in Euros.

3     Financial risk management

The Company may use a limited number of financial instruments, comprising cash, short-term deposits and various items such as other receivables and other payables, which arise directly from operations. The Company does not trade in financial instruments.

3.1   Financial risk factors

The Company's activities may expose it to a variety of financial risks: foreign exchange risk, and credit risk. The Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company's financial performance.

a)  Foreign exchange risk

The Company incurs expenses subject to foreign currency fluctuations.

b)  Credit risk

Credit risk arises from cash and cash equivalents and deposits with banks and other financial institutions as well as credit exposures to wholesale and retail customers, including outstanding receivables. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

c)  Interest rate risk

The Company does not have any borrowings other than its debentures which are at a fixed rate of interest and therefore there is currently no risk associated with movements in market rates of interest.

d)  Liquidity risk

The Company is careful to ensure that its loans and investments can be realised prior to the due date for the repayment of the debentures. This applies equally to the underlying investments of the companies or projects in which the company invests.

e)  Capital risk

The Company takes great care to protect its capital investments. Significant due diligence is undertaken prior to making any investment. The investment is closely monitored and wherever possible risks of a capital nature are insured.

f)   Market risk

The Company may operate in many different geographical markets. A general economic downturn at a global level, or in one of the world's leading economies, could impact on the company. In addition, terrorism and other hostilities, as well as disturbances in worldwide financial markets, could have a negative effect on the company. Regulatory requirements, taxes, tariffs and other trade barriers, price or exchange controls or other governmental policies could also limit the company's operations. These risks are also applicable to most companies and the risk that Adams PLC will be more affected than the majority of companies is assessed as small.

3.2   Capital risk management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure appropriate for its growth plans.

In order to maintain or adjust the capital structure the Company may issue new shares or alter debt levels.

4     Critical accounting estimates and judgments

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. Actual results could differ from those estimates. There are no estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next year.

5     Operating loss and expense analysis by nature

			Year ended 31 March 2014		Period ended 31 March 2013
				€'000	€'000
Operating loss is stated after charging:
Directors emoluments				26	146
Fees payable to the Company's auditor for the audit of the Company's annual accounts				13	9
Legal and professional fees				41	218
Investor relations				15	26
Other administrative expenses / release of provisions				6	(311)
				───────	───────
Total administrative expenses				101	88
				═══════	═══════

6     Finance income   

		Year ended 31 March 2014		Period ended 31 March 2013
			€'000	€'000
Interest income from financial institutions			-	27
Interest income from subsidiary			-	20,128
			───────	───────
			-	20,155
			═══════	═══════

7     Taxation

		Year ended 31 March 2014		Period ended 31 March 2013
			€'000	€'000
Total current tax			-	-
			═══════	═══════

The tax rate applicable to the Company in the Isle of Man is 0% and therefore a full tax rate reconciliation of the relationship between the tax expense and accounting profit has not been included within these financial statements.

8     Dividends

		Year ended 31 March 2014		Period ended 31 March 2013
			€'000	€'000
Special dividend, paid 2013			-	5,197
			───────	───────
			-	5,197
			═══════	═══════

9     Financial assets at fair value through profit and loss

			Year  ended 31 March 2014			Period ended 31 March 2013
					€'000	€'000
Equity investments					14	115
Cash at bank					117	139
					───────	───────
					131	254
Net change in fair value of financial assets  at fair value through profit or loss
Movement in unrealised (gain)/losses on investments					(10)	8
Realised losses/(gains) on investments					28	(2)
					───────	───────
					18	6
					═══════	═══════

10    Loan to former subsidiary

Following the annual review, a further impairment provision of €nil (2013 - €9.9 million) was made during the period.

During the period ended 31 March 2013 a provision of €18.1 million was also made for impairment of interest receivable from a former subsidiary. No such provision was necessary in the year ended 31 March 2014.

The Company and its former subsidiaries Carpathian Holdings S.à.r.l. and Carpathian Properties S.à.r.l. have entered into a Deed Poll. The Deed Poll provides for any amounts received by the Company and/or those Luxembourg Subsidiaries from other Subsidiaries of the Company (less costs incurred in connection with the solvent liquidation of the Subsidiaries) to be paid out to the Qualifying Shareholders.

The Directors are of the opinion that the subsidiaries could be excluded from consolidation on the grounds that there are severe long-term restrictions that substantially hinder the exercise of the rights of the parent over the assets or management of the subsidiaries.

11    Trade and other receivables

		31 March 2014		31 March 2013
			€'000	€'000
Prepayments and accrued income			7	11
			───────	───────
			7	11
			═══════	═══════

The carrying amount of other current assets approximates to its fair value.

12    Cash and cash equivalents

For the purposes of the Statement of Cash Flows, cash and cash equivalents include cash at banks and on hand and deposits with banks. Cash and cash equivalents at the end of the reporting period as shown in the Statement of Cash Flows can be reconciled to the related items in the Statement of Financial Position as follows:

		31 March 2014		31 March 2013
			€'000	€'000
Cash and cash equivalents			117	139
			═══════	═══════

The carrying amount of cash and cash equivalents approximates to its fair value.

13    Trade and other payables

		31 March 2014	31 March 2013
		€'000	€'000
Trade payables		3	10
Accruals and deferred income		10	9
		───────	───────
		13	19
		═══════	═══════

Accruals principally comprise amounts outstanding for ongoing expenses. The carrying amount of other payables approximates to its fair value.

14    Share capital and share premium

	Number of shares issued and fully paid	Share capital	Share premium
		€'000	€'000
At 1 January 2012 - Ordinary Shares	230,957,973	2,309	42,522
Capital reorganisation (see below)	(228,648,394)	-	(42,522)
Issue of new A shares	13,856,727	139	133
	───────	───────	───────
At 31 March 2013	16,166,306	2,448	133
	═══════	═══════	═══════
At 1 April 2013	16,166,306	2,448	133
	───────	───────	───────
At 31 March 2014	16,166,306	2,448	133
	═══════	═══════	═══════

A resolution was passed at the 2010 Annual General Meeting approving changes to the Articles of Association on 6 August 2010. In accordance with the Articles, the authorised share capital of the Company amounts to €3,575,000, comprising 350,000,000 Ordinary Shares of 1 euro cent each and 750,000,000 Unclassified Shares of 0.01 euro cent each.

On 8 March 2013 the Company reorganised its Ordinary Shares whereby every 100 of the existing Ordinary Shares of 1 euro cent each were consolidated into one new "A" Ordinary Share of €1.00 which in turn was then sub-divided into one new Ordinary Share with a par value of €0.01 and one Deferred Share with a par value of €0.99.

On 8 March 2013, the Company issued 13,856,813 "A" Ordinary Shares by way of a placing at 2.165 euro cents each to its shareholders.

As at 31 March 2014, 2,309,579 deferred shares of €0.99 par value each were outstanding.

Holders of the Ordinary Shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.

Holders of all other shares are entitled to receive dividends and other distributions declared on those shares, but are not entitled to any further right of participation in the profits of the Company and are not entitled to attend and vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the Company.

15    Loss per share

		Year ended 31 March 2014		Period ended 31 March 2013
			€'000	€'000
Basic loss per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of ordinary shares in issue during the period:
Loss after tax attributable to equity holders of the Company			(121)	(8,186)
Weighted average number of ordinary shares			16,166,306	3,144,785
Basic and diluted loss per share			(1)€c	(260)€c
			═══════	═══════

16    Directors' remunerations and fees

		Year ended 31 March 2014	Period ended 31 March 2013
		€'000	€'000
Remuneration for qualifying services		26	146
		═══════	═══════

17    Employees

Number of employees

The average monthly number of employees (including Directors) during the year was:

		Year ended 31 March 2014		Period Ended 31 March 2013
			Number	Number
Directors			2	4
			───────	───────
			2	4
			═══════	═══════

Employment costs

		Year ended   31 March 2014	Period Ended 31 March 2013
		€'000	€'000
Directors remuneration		26	146
		═══════	═══════

18    Control

At the date of the annual report, in the Directors opinion there is no one controlling party. The Directors owned none of the share capital of the Company as at 31 March 2014.

19    Related party relationships and transactions

The Company has related party relationships with its subsidiaries, companies it has an investment in and transactions with companies that have common management.

During the year, the Company entered into the following transactions with related parties:

	2014	2014	2013	2013
	Payables	Income/ (Expenses)	Payables	Income/ (Expenses)
	€'000	€'000	€'000	€'000
Trading transactions
Accounting and administration fee charged  by IOMA Fund and Investment Management Ltd	(2)	(8)	-	-
Management fees receivable from Carpathian Eta Kft	-	-	-	125
Management fees payable to Carpathian Asset Management Limited	-	-	-	(18)
	───────	───────	───────	───────
	(2)	8	-	107
	═══════	═══════	═══════	═══════

18    Contingent liabilities

The Company has no contingent liabilities in respect of legal claims arising from the ordinary course of business.

19    Capital commitments

There was no capital expenditure contracted for at the end of the year but not yet incurred.

20    Events after the reporting period

Following the year end 31 March 2014, the Company issued 6,928,406 ordinary shares as result of shareholders exercising warrants. Warrants were vested at a price of €0.02165 per warrant, and ordinary shares were issued on a one for one basis with warrants, resulting in €150,000 capital injection.

Following the year end 31 March 2014, the Company sold its remaining interest in its former subsidiaries, Carpathian Holdings sàrl and Carpathian Properties sàrl, for a nominal sum to the former portfolio asset manager, Carpathian Asset Management Limited, itself in the process of liquidation.

 

END

 

 

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