Final Results
Reflexion Cosmetics PLC
16 January 2006
Reflexion Cosmetics plc
('Reflexion' or the 'Company')
16 January 2006
Preliminary results for the period ended 31 January 2005
Reflexion was incorporated to acquire under performing beauty product brands in
order to develop an international cosmetics and toiletries business. The Company
began trading on AIM on 8 March 2004.
Since Admission, the Company has investigated a number of opportunities of which
several were taken beyond the stage of initial exploratory discussion.
Unfortunately none of these potential acquisitions have come to fruition and
consequently sizeable costs have been incurred, giving rise to a loss for the
period ended 31 January 2005 of £373,060 and a reduced asset base at that date
of £11,066.
In order to contain expenditure, the ongoing costs of the business were reviewed
and a number of savings identified. In particular, Ratan Daryani offered to
stand down as Chief Executive, as announced on 10 May 2005, and further
expenditure on the investigation of cosmetics businesses has been curtailed.
The ordinary shares of the Company were suspended from trading on AIM on 29 July
2005 due to a delay in the publication of the Company's report and accounts for
the period ended 31 January 2005. This delay mainly arose from the time taken in
resolving certain creditor claims.
As a result of the difficulties encountered in implementing the Company's
strategy, the Board has been and is considering a number of different options
and is confident of a positive outcome.
I would like to thank all of our shareholders for investing in Reflexion and for
their continued support.
Reflexion Cosmetics PLC
Michael Friend Tel: 07899 940 005
W.H. Ireland
Tim Cofman Tel: 0121 616 2101
Buchanan Communications
Mark Court Tel: 0207 466 5000
Nigel Robertson
Non-Executive Chairman
REFLEXION COSMETICS PLC
PROFIT AND LOSS ACCOUNT
For the period ended 31 January 2005
Note 2005
£
Turnover -
Cost of sales -
------------
Gross profit -
Other operating income and charges 1 (380,744)
------------
Operating loss (380,744)
Net interest and other similar charges 2 7,684
------------
Loss on ordinary activities before (373,060)
taxation
Tax on loss on ordinary activities 4 -
------------
Loss on ordinary activities after
taxation
and loss retained 10 (373,060)
============
Basic loss per share 5 (4.29) p
============
The operating loss is derived from continuing operations.
There were no recognised gains or losses other than the loss for the financial
period.
The accompanying accounting policies and notes form an integral part of these
financial statements.
REFLEXION COSMETICS PLC
BALANCE SHEET AT 31 JANUARY 2005
Note 2005
£
Current assets
Debtors 6 34,392
Cash at bank and in hand 204,925
-----------
239,317
-----------
Creditors: amounts falling due 7 228,251
within one year -----------
Net current assets and total assets 11,066
less current liabilities ===========
Capital and reserves
Called up share capital 9 88,462
Share premium account 10 295,664
Profit and loss account 10 (373,060)
-----------
Shareholders' funds 11 11,066
===========
Equity shareholders' funds 11,066
===========
The financial statements were approved by the Board of Directors on 3 January
2006.
Directors
R Daryani
M Friend
The accompanying accounting policies and notes form an integral part of these
financial statements.
REFLEXION COSMETICS PLC
CASH FLOW STATEMENT
For the period ended 31 January 2005
Note 2005
£
Net cash outflow from operating activities 12 (186,885)
------------
Returns on investments and servicing of finance
Interest received 7,786
Interest paid (102)
------------
Net cash inflow from returns on investments and
servicing of finance
7,684
------------
Financing
Issue of shares 550,000
Expenses paid in connection with share issues (165,874)
------------
Net cash inflow from financing 384,126
------------
Increase in cash 13 204,925
============
The accompanying accounting policies and notes form an integral part of these
financial statements.
REFLEXION COSMETICS PLC
NOTES TO THE FINANCIAL STATEMENTS
For the period ended 31 January 2005
1. OTHER OPERATING INCOME AND CHARGES
2005
£
Other operating income and charges:
Administrative expenses 380,744
Operating costs charged to administrative expenses
Auditor's remuneration - audit 9,250
- non audit 5,000
===========
2. NET INTEREST
2005
£
On bank loans and overdrafts (102)
-----------
(102)
Other interest receivable and similar income 7,786
-----------
7,684
===========
3. DIRECTORS
Remuneration in respect of Directors was as follows:
2005
£
Emoluments 45,188
Pension contributions to money purchase pension schemes 66,794
-----------
111,982
===========
Included in emoluments are director's fees of £18,750 that were paid to JV
Associates Limited for the services of John Vergopoulos.
During the period one director participated in a money purchase pension scheme.
There were two employees during the period who were both Directors of the
Company.
The amounts set out above include remuneration in respect of the highest paid
director as follows:
2005
Emoluments -
Pension contributions to money purchase pension schemes £ 66,794
===========
4. TAX ON LOSS ON ORDINARY ACTIVITIES
The Company does not anticipate a liability to taxation as it has suffered a
loss in the financial period.
Factors affecting tax charge for period.
The tax assessed for the period differs from the standard rate of corporation
tax in the UK 30%. The differences are explained as follows:
2005
£
Loss on ordinary activities before tax (373, 060)
------------
Loss on ordinary activities multiplied by standard rate
of corporation tax in the UK (30%)
(111,918)
Effect of:
Expenses not deductible for tax purposes 60
Losses available for future periods 111,858
-------------
Current tax charge for period -
=============
5. LOSS PER SHARE
2005
Weighted average Per Share
Earnings number of shares amount
£ pence
Basic Loss per share
Loss attributable to ordinary
shareholders (373,060) 8,693,615 (4.29)p
=========== =========== ===========
6. DEBTORS
2005
£
Other debtors 32,817
Prepayments 1,575
-----------
34,392
===========
7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2005
£
Trade creditors 215,560
Social security and other taxes 3,441
Accruals 9,250
-----------
228,251
===========
8. FINANCIAL INSTRUMENTS
The Company uses financial instruments, other than derivatives, comprising cash
and various items, such as trade debtors and trade creditors that arise directly
from its operations. The main purpose of these financial instruments is to
raise finance for the Company's operations.
Short-term debtors and creditors
Short-term debtors and creditors have been excluded from all the following
disclosures.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably.
Financial liabilities and borrowing facilities
The Company did not enter into any borrowing arrangements during the financial
period.
9. SHARE CAPITAL
2005
£
Authorised:
200,000,000 ordinary shares of £0.01 each 2,000,000
===========
Allotted, called up and fully paid:
8,846,154 ordinary shares of £0.01 each 88,462
===========
Allotments during the year:
The Company made an initial allotment of 5,000,000 ordinary £0.01 shares at par
on incorporation and a further allotment of 3,846,154 ordinary £0.01 shares at
£0.13 per share by way of a placing. The difference between the total
consideration of £550,000 and the total nominal value of £88,462 has been
credited to the share premium account less costs incurred on the issue of
shares.
10. SHARE PREMIUM ACCOUNT AND RESERVES
Share
premium Profit and
account loss account
£ £
Retained loss for the period - (373,060)
Premium on allotment during the period
net of expenses
295,664 -
------------ ------------
At 31 January 2005 295,664 (373,060)
============ ============
The balance on the share premium account may not be distributed legally under
section 264 of the Companies Act 1985.
11. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS
2005
£
Loss for the financial year (373,060)
Issue of shares, net of expenses 384,126
-----------
Net increase in shareholders' funds 11,066
Shareholders' funds at 12 February -
2004
-----------
Shareholders' funds at 31 January 2005 11,066
===========
12. NET CASH OUTFLOW FROM OPERATING ACTIVITIES
2005
£
Operating loss (380,744)
Increase in debtors (34,392)
Increase in creditors 228,251
-----------
Net cash outflow from operating activities (186,885)
===========
13. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS
2005
£
Increase in cash in the period 204,925
-----------
Movement in net funds in the period 204,925
Net funds at 12 February 2004 -
-----------
Net funds at 31 January 2005 204,925
===========
14. GROSS CASH FLOWS
2005
£
Returns on investment and servicing of finance
Interest received 7,786
Interest paid (102)
===========
Financing
Issue of shares 550,000
===========
15. ANALYSIS OF CHANGES IN NET FUNDS
At At
12 February 2004 Cash flow 31 January 2005
Cash in hand and at bank £ - £ 204,925 £ 204,925
=========== =========== ===========
16. CAPITAL COMMITMENTS
The Company had no capital commitments at 31 January 2005.
17. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 January 2005.
18. RETIREMENT BENEFITS
Defined Contribution Pension Scheme
The Company does not operate a pension scheme.
Pension contributions for Directors are paid into private personal pension
funds. Contributions are charged to the profit and loss as they are incurred.
The amount charged to the profit and loss account during the period was £66,794.
19. RELATED PARTY TRANSACTIONS
On 2 March 2004, the Company entered into an agreement with NRG Capital
Investments Ltd, under which NRG Capital Investments Ltd agreed to advise in
respect of its fund-raising strategy. Upon Admission, the Company paid to NRG
Capital Investments Ltd a fee of £50,000. Both Nigel Robertson and John
Vergopoulos are interested by way of their interest in NRG Capital Investments
Ltd, an offshore investment company, which holds 1,210,400 Ordinary Shares under
their names.
20. CONTROLLING RELATED PARTIES
The ultimate controlling related parties of the Company are the Directors who
control together 56.6% of the issued share capital as disclosed in the Report of
the Directors.
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