Report and Financial Statements

RNS Number : 6149M

Emmerson PLC

30 April 2018

 



Emmerson PLC

Report and Financial Statements

Emmerson PLC announces its results for the nine month period ended 31 December 2017.

For further information please contact:

FIM Capital Limited Graham Smith

Tel: [phone]

Directors' report

The Directors submit their report with the audited financial statements for the nine month period ended 31 December 2017.  

Business of the Company

The Company was incorporated in the Isle of Man under the Laws with registered number 013301V on 1 March 2016. All of the Company's Ordinary Shares were admitted to the London Stock Exchange's Main Market and commenced trading on 15 February 2017.

Emmerson PLC ("the Company") objective was to acquire an exploration or production company or business in the natural resources sector with either all or a substantial portion of its operations in South East Asia, Africa, and the Middle East. On 16 October 2017, the Company entered into a binding Memorandum of Understanding with the board and principal shareholders of Moroccan Salts Limited ("MSL") regarding a proposed acquisition of 100% of the share capital of MSL by way of a reverse takeover (the "Acquisition"). 

The Company has changed its accounting year-end to 31 December, to be consistent with that of MSL.  Consequently, these financial statements cover a nine month period only.

Results for the period and distributions

The total comprehensive loss attributable to the equity holders of the Company for the period was £207,490 (31 March 2017: £199,789).

The Company paid no distribution during the period.

Business performance for the period

During the financial period the Company made a loss per share of 0.43 pence (13 months to 31 March 2017: a loss per share of 1.31 pence per share).

The Acquisition of MSL

MSL is a British Virgin Islands registered company focussed on developing the Khemisset potash project located near Rabat in northern Morocco (the "Project"). MSL has a substantial ground position in, and extensive technical information on the Khemisset potash basin, and has recently conducted confirmatory drilling on the project area. Both the recent and historic drilling results inform the view of MSL, shared by the Company, that the Project could emerge as a top tier global potash mine with potential to return substantial gains for new and existing shareholders.

The Board of Directors (the Board") of the Company have agreed, subject to General Meeting approval, to acquire the entire share capital of MSL for total consideration of £10,000,000, to be satisfied in full by the issue of 333,333,333 new shares of the Company each at an implied price of £0.03 per share. In addition, if the Acquisition completes the Company will take on certain liabilities of MSL and concurrent with the acquisition raise working capital for the enlarged group to take the Project forward. A budget and work programme for the Project has now been agreed, the quantum of the fundraise at the date of this announcement is £6,000,000 through the issue of a further 200,000,000 new shares of the company each at £0.03 per share.  

The Directors believe that the Acquisition would be in the best interests of all shareholders.

Financial risk management

The Company's principal financial instruments comprise cash balances and accounts payable arising in the normal course of its operations.

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 to reduce the cost of capital.

As at 31 December 2017 there is no significant exposure to liquidity, price or cash flow risk the only credit risk applicable is over the cash balance which is held with a reputable bank.

Subsequent events

Details of significant events that have occurred since 31 December 2017 are provide in note 9 to these financial statements.

Future Developments

The Company was incorporated to acquire a natural resources deal which the board believes will deliver significant return to investors. Shareholders will be given a chance to vote on the Moroccan Salts Limited acquisition and additional fundraise Friday the 29^th May at the Companies General Meeting.

Principal risks and uncertainties

The Directors consider that the following are the principal risk factors that could materially and adversely affect the Company's future operating results or financial position:

• Deterioration in Moroccan economic conditions or in the potash market in particular.  There is a risk that changes in the relevant law and legislation could have an adverse effect on the Company's future performance, expected return and or feasibility of the project.

• General economic risk - the Company is exposed to general economic risk, including changes in the economic outlook in its principal markets and government changes in industrial, fiscal, monetary or regulatory policies.

• Performance risk - the Company is exposed to the risk that the performance of the project. The Company limits this risk by having regular updates with key stakeholders to monitor and react to any significant developments.  

The Directors are confident that they have put in place a strong management team capable of dealing with the above issues as they arise.

Directors

The Directors who held office during the period and to the date of this report, together with details of their interest in the shares of the Company at 31 December 2017 and the date of this report were:

		Number of ordinary shares
Cameron Pearce (Chairman)	Appointed 1 March 2016	6,000,001
Sam Quinn	Appointed 1 March 2016	3,000,001
Ed McDermott	Appointed 21 June 2016	-

Details of the Directors' fees are given in note 5 to the accounts.

Substantial shareholders

No single person directly or indirectly, individually or collectively, exercises control over the Company. The Directors are aware of the following persons, who had an interest in 3% or more of the issued ordinary share capital of the Company as at 31 December 2017:

Shareholder	% of issued share capital of the Company
Jim Nominees Limited	31.98%
Cameron Pearce	12.45%
Thomas Grant and Company Nominees Limited	8.99%
Pershing Nominees Limited	8.99%
Sam Quinn	6.23%
Winterflood Securities Limited	4.72%
Nomura Custody Nominees Limited	3.11%

Director
30 April 2018

 

Corporate Governance Statement

As a company with a Standard Listing, the Company is not required to comply with the provisions of the Corporate Governance Code. Although, the Company does not comply with the UK Corporate Governance Code, the Company intends to adopt corporate governance procedures, their Model Code, as are appropriate for the size and nature of the Company and the size and composition of the Board. The company has not chosen a apply a particular corporate governance code, as the directors consider that the most widely recognised codes are not appropriate for companies with limited board resources. These corporate governance procedures have been selected with due regard to for the provisions of the Corporate Governance Code insofar as is appropriate. A description of these procedures is set out below:

·     No Director will be required to submit for re-election until the first annual general meeting of the Company following the Acquisition.

·     Until the Acquisition is completed, the Company will not have nomination, remuneration, audit or risk committees. The Board as a whole will instead review its size, structure and composition, the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company), take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance. Following the Acquisition, the Board intends to put in place nomination, remuneration, audit and risk committees.

·     The Board has a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities comply with the share dealing code from the date of Admission.

·     Following the Acquisition and subject to eligibility, the Directors may, in future, seek to transfer the Company from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. However, in addition to or in lieu of a Premium Listing, the Company may determine to seek a listing on another stock exchange. Following such a Premium Listing, the Company would comply with the continuing obligations contained within the Listing Rules and the Disclosure and Transparency Rules in the same manner as any other company with a Premium Listing.

The Directors are responsible for internal control in the Company and for reviewing its effectiveness. Due to the size of the Company, all key decisions are made by the Board in full. The Directors have reviewed the effectiveness of the Company's systems during the period under review and consider that there have been no material losses, contingencies or uncertainties due to the weakness in the controls. The Board will be responsible for taking all proper and reasonable steps to ensure compliance with the Model Code by the Directors.

Reappointment of auditor

The auditors, Crowe Clark Whitehill LLP, have indicated their willingness to continue in office and a resolution seeking to reappoint them will be proposed at the Annual General Meeting.

On behalf of the Board

Cameron Pearce        

Director
30 April 2018

Statement of Directors' responsibilities in respect of the Directors report and the financial statements

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. In addition, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards ("IFRSs"), as adopted by the European Union ("EU").

The financial statements are required to give a true and fair view of the state of affairs of the Company and of the 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 judgements and accounting estimates that are reasonable and prudent;

·    state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements ; and

·    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 proper accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time its financial position. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website.  Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.

We confirm that to the best of our knowledge: ·      the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company;

   ·     the director's report includes a fair review of the development and performance of the business and the     position of the company, together with a description of the principal risks and uncertainties that they face.

By Order of the Board

Cameron Pearce        

Director
30 April 2018

Report of the Independent Auditors

Opinion          

We have audited the financial statements of Emmerson plc for the period ended 31 December 2017, which comprise:

·      The statement of comprehensive income for the period ended 31 December 2017

·      the statement of financial position as at 31 December 2017 ;

·      the statement of cash flows for the period then ended;

·      the statement of changes in equity for the period then ended; and

·      the notes to the financial statements, including a summary of significant accounting policies.

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.

In our opinion:

·      the financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2017 and of the loss for the period then ended;

·      the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when:

·      The directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

·      The directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group's or the parent company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Overview of our audit approach

Materiality

In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified.

Based on our professional judgement, we determined overall materiality for the financial statements as a whole to be £17,000, based on a percentage (3%) of net assets.

We use a different level of materiality ('performance materiality') to determine the extent of our testing for the audit of the financial statements.  Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. 

Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors' remuneration.

We agreed with the Board to report to it all identified errors in excess of £850. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds.

Overview of the scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we focussed on where the directors made subjective judgements. However as the trading activity of the company was minimal in the period under review we did not identify any significant subjective judgements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Given the nature of the company and the lack of significant estimates and judgements we did not consider there to be any key audit matters.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of the directors for the financial statements

As explained more fully in the directors' responsibilities statement 7, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the company's members, as a body. 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.

Matthew Stallabrass (Senior Statutory Auditor)

for and on behalf of

Crowe Clark Whitehill LLP

Statutory Auditor

London

30 April 2018

Statement of Comprehensive Income
for the nine month period ended 31 December 2017

			9 months to 31 Dec 2017	13 months to 31 Mar 2017
	Notes		GBP	GBP
Administrative fees and other expenses	5		(207,490)	(199,801)
Operating loss			(207,490)	(199,801)
Finance revenue			-	12
Loss before tax			(207,490)	(199,789)
Income tax			-	-
Loss for the period and total comprehensive loss for the period			(207,490)	(199,789)
Basic and diluted loss per share (pence)	6		(0.43)	(1.21)

There was no other comprehensive income for the period ended 31 December 2017.

The accompanying notes form an integral part of the financial statements.

Statement of Financial Position as at 31 December 2017

	Notes		As at 31 Dec 2017	As at 31 Mar 2017
			GBP	GBP
Current assets
Cash and cash equivalents			564,788	796,961
Prepayments			10,045	7,053
Total current assets			574,833	804,014
Current liabilities
Trade and other payables			15,240	36,931
Total current liabilities			15,240	36,931
Net assets			559,593	767,083
Equity
Stated capital	7		966,872	966,872
Retained earnings			(407,279)	(199,789)
Total equity			559,593	767,083

The accompanying notes form an integral part of the financial statements.

The financial statements were approved and authorised for issue by the Board of Directors on 30 April 2018 and were signed on its behalf by:

Cameron Pearce                                Sam Quinn

Director                                              Director

Statement of Changes in Equity
for the nine month period ended 31 December 2017

	Stated capital	Retained earnings	Total equity
	GBP	GBP	GBP
Balance as at 1 March 2016 on incorporation	2	-	2
Total comprehensive loss during the thirteen months to 31 March 2017
Loss for the period	-	(199,789)	(199,789)
Total comprehensive loss	-	(199,789)	(199,787)
Contributions from equity holders
Ordinary shares issued	1,132,997	-	1,132,997
Ordinary share issue costs	(166,127)	-	(166,127)
Total contributions from equity holders	966,870	-	966,870
Balance as at 31 March  2017	966,872	(199,789)	767,083
Total comprehensive loss during the nine months to 31 December 2017
Loss for the period	-	(207,490)	(207,490)
Total comprehensive loss	-	(207,490)	(207,490)
Contributions from equity holders
New shares issued	-	-	-
Share issue costs	-	-	-
Total contributions from equity holders	-	-	-
Balance as at 31 December  2017	966,872	(407,279)	559,593

The accompanying notes form an integral part of the financial statements.

 

Statement of Cash Flows
for the thirteen month period ended 31 December 2017

	Notes		9 months to 31 Dec 2017	13 months to 31 Mar 2017
			GBP	GBP
Operating activities
Loss after tax			(207,490)	(199,789)
Changes in working capital
Increase in trade and other receivables			(2,992)	(7,053)
(Decrease)/increase in trade and other payables			(21,691)	36,931
Net cash flows from operating activities			(232,173)	(169,911)
Financing activities
Ordinary shares issued (net of issue costs)	7		-	966,872
Net cash flows from financing activities			-	966,872
(Decrease)/Increase in cash and cash equivalents			(232,173)	796,961
Cash and cash equivalents at the beginning of the period			796,961	-
Cash and cash equivalents at 31 December 2017			564,788	796,961

The accompanying notes form an integral part of the financial statements.

1.   General information

Emmerson plc (the "Company") is a company incorporated and domiciled in the Isle of Man.

The principal activities of the Company are described in Directors' report.  The Company had no employees during the period other that Directors.

The comparatives in the financial statements is for the thirteen month period from incorporation to the year end of 31 March 2017.

During the year, the company changed its year end to 31 December 2017 to align it with the accounting period of the target company. Therefore, the period to 31 December 2017 is for nine months only.

2.   Basis of preparation

2.1     Statement of compliance

These financial statements have been prepared in accordance with and comply with International Financial Reporting Standards ("IFRS") as adopted by the European Union, International Financial Reporting Interpretations Committee ("IFRIC") interpretations and the Isle of Man Companies Act 2006.

2.2     Basis of preparation

The financial statements have been prepared on a historical cost basis.

2.3     Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and positions are set out in the Chairman's Statement.

The Company is an investment company, and currently has no income stream until a suitable acquisition is identified.  It is therefore dependent on its cash reserves to fund ongoing costs.

The Directors have reviewed the Company's ongoing activities including its future intentions in respect of acquisitions and having regard to the Company's existing working capital position and its ability to potentially raise finance, if required, the Directors are of the opinion that the Group has adequate resources to enable it to continue in existence for a period of at least 12 months from the date of these financial statements.

2.4     Use of estimates and judgments

The preparation of financial statements in accordance with the standards and interpretations noted in section 2.1 above requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.  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.

2.5     Future changes in accounting policies

At the date of authorisation of this financial information, the directors have reviewed the Standards in issue by the International Accounting Standards Board ("IASB") and IFRIC, which are effective for annual accounting periods ending on or after the stated effective date. In their view, none of these standards would have a material impact on the financial reporting of the Company.

The directors do not expect that the adoption of these standards will have a material impact on the financial statements of the company. IFRS 9 may impact the measurement of financial instruments in the future.

3.   Significant accounting policies

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

3.1     Foreign currency

Transactions in foreign currencies are translated to the functional currency at the exchange rates ruling at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. Exchange differences arising on translation are recognised in profit or loss.

3.2     Earnings per share

The Company presents basic and diluted earnings per share ("EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.  Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of dilutive potential ordinary shares.

3.3     Income tax

Income tax expense comprises current tax and deferred tax.

Current income tax

Current tax is recognised in profit or loss, being resident in the Isle of Man, a 0% rate of corporate income tax applies to the Company.

Deferred income tax

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.  Deferred income tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply to the period when the related asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the date of the Statement of Financial Position.

3.4     Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis.

3.5     Cash and cash equivalents

Cash and cash equivalents in the statement of financial position comprise cash at bank balances only. For the purpose of the statement of cash flows, cash and cash equivalents consist of bank balances only.

4.   Significant accounting judgements, estimates and assumptions

Key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of income, expenditure, assets and liabilities. Estimates and judgements are continually evaluated, including expectations of future events to ensure these estimates to be reasonable.

At present the Company is looking to acquire an exploration or production company or business in the natural resources sector.  As the Company currently has no trading or investing activities, nor does it hold any significant assets other than cash balances, there are no accounting matters which are subject to estimate or judgement.

5.   Administrative fee and other expenses

	9 months to  31 Dec 2017	13 months to  31 Mar 2017
	GBP	GBP
Directors' remuneration	70,000	50,000
Professional fees	60,473	77,646
Listing fees	20,833	31,755
Audit fees	10,800	14,400
Administration fees	13,500	11,250
Broker fees	17,038	2,964
Miscellaneous fees	14,846	11,786
Total	207,490	199,801

The company did not employ any staff during the period other than Directors. The Directors are the only members of Key Management and their remuneration related solely to short term employee benefits.

6.   Loss per share

The calculation of the basic and diluted loss per share is based on the following data:

	9 months to 31 Dec 2017	13 months to 31 Mar 2017
Earnings
Loss from continuing operations for the period attributable to the equity holders of the Company (GBP)	(207,490)	(199,789)
Number of shares
Weighted average number of ordinary shares for the purpose of basic and diluted earnings per share
	48,183,344	16,505,162
Basic and diluted loss per share (pence)	(0.43)	(1.21)

There are no potentially dilutive shares in issue.

7.   Stated capital

	Number of Ordinary shares issued and fully paid	Stated capital	Total share capital
		GBP	GBP
At 1 March 2016 on incorporation	2	2	2
Issue of shares	48,183,342	966,870	966,870
At 31 March 2017	48,183,344	966,872	966,872
Issue of shares	-	-	-
At 31 December 2017	48,183,344	966,872	966,872

The Ordinary Shares issued by the Company have a no par value and each Ordinary Share carries one vote on a poll vote.

On incorporation on 1 March 2016, the Company issued 2 Ordinary Shares of no par value to the Founders at par for cash consideration of £nil.

On 6 April 2016, the Company issued 9,000,000 Ordinary Shares of no par value to the Founders at 0.5p each for cash consideration of £45,000.

During the period from 19 April 2016 to 15 August 2016, the Company issued 8,750,100 Ordinary Shares of no par value to certain unrelated investors at 2p each for cash consideration of £175,000.

On 15 February 2017, on admission to the standard list of the London Stock Exchange, the company issued 30,433,242 of no par value at 3p each for cash consideration of £912,997.

In the prior year, the issue of shares is stated net of share issue costs. The allocation of joint costs between the issuing of equity and acquiring the exchange listing as part of the admission process is a matter of judgement. The Directors had regard to the number of shares issued on listing as a proportion of the total shares in issue after the listing and following this exercise £109,000 was recognised in the statement of comprehensive income and £166,000 directly in equity.

8.   Financial instruments

8.1     Categories of financial instruments

	As at 31 Dec 2017		As at 31 Mar 2017
	GBP		GBP
Financial assets
Cash and cash equivalents	564,788		796,961
Financial liabilities
Trade and other payables at cost	15,240		36,931

Financial liabilities held at cost are made up of trade and other payables of £4,440 (31 Mar 2017:£6,351) and accruals of £10,800 (31 Mar 2017:£28,400).

8.2     Financial risk management objectives and policies

The Company's cash balances are held with a major UK clearing bank.

As all monetary assets and liabilities and all transactions of Company are denominated in its functional currency, the director considers the Company is not exposed to significant foreign currency risk.

The Company will implement appropriate foreign currency risk management procedures upon completion of the Acquisition.

9.   Events after the reporting date

No such events have been noted.

 

END

 

 

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