Interim Results for the six months to 30 June 2013

RNS Number : 3149P

Reabold Resources PLC

30 September 2013

 



30 September 2013

REABOLD RESOURCES PLC

 ("the Company")

Interim Results for six months ended 30 June 2013

Reabold Resources plc (AIM: RBD) the AIM quoted resources investment company announces its unaudited interim results for the six months ended 30 June 2013 ("the Period").

For further information, contact:

Reabold Resources plc Jeremy Edelman (Executive Chairman) Anthony Samaha (Executive Director)	[phone]
Beaumont Cornish Limited Roland Cornish	[phone]

CHAIRMAN'S STATEMENT

Since shareholders approved the Company's fundamental change of business to that of an investing company on 19 December 2012, the Board has been very active in the identification and evaluation of investment opportunities, primarily in natural resources.  The Board's objective is to undertake an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules prior to 19 December 2013. 

The Board looks forward to reporting further in due course in respect to the investment objectives of the Company.

The loss of the Company for the 6 months ended 30 June 2013 was £86,000 (2012: loss of £2,232,000) in line with expectations. The net assets as at 30 June 2013 were a deficiency of £179,000 (2012: deficiency of £10,323,000). 

As at 30 June 2013, the Company had cash of £33,000 and a further balance available to be drawn down under the Saltwind Enterprises Limited ("Saltwind") Loan Notes of circa £52,000.  Post period end, the balance of these Loan Notes was drawn down. 

On 13 August 2013, following the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code, the Company received a conversion notice from Saltwind in respect of the whole principal amount of the unsecured Loan Notes of £260,000.  Subsequently the Company issued Saltwind 104,000,000 New Ordinary Shares of 0.1 pence per share, which were admitted to trading on AIM on 22 August 2013.

The Board is moving forward positively with the implementation of the investment objective towards driving the creation of value for all stakeholders.

Jeremy Edelman

Chairman

STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 30 JUNE 2013

				Unaudited	Unaudited	Audited
				6 months to	6 months to	12 months to
				30-Jun-13	30-Jun-12	31-Dec-12
			Notes	£'000	£'000	£'000
Revenue				-	-	-
Other operating income				15	136	247
Administration expenses				(95)	(890)	(1,273)
Exceptional items
Onerous lease				-	213	213
Impairment of investments				-	(904)	(904)
Impairment of property, plant & equipment				-	(306)	(306)
Writedown of receivables				-	1,042	-
Provision for parent entity loan guarantee				-	503	-
Net benefit from settlement of CVA				-	-	9,899
Operating (loss)/profit				(80)	2,190	7,876
Finance income				-	-	-
Finance costs				(6)	(42)	(42)
(Loss)/profit on ordinary activities before taxation				(86)	(2,232)	7,834
Taxation on (loss)/profit on ordinary activities				-	-	-
(Loss)/profit for the financial period				(86)	(2,232)	7,834
Other comprehensive income				-	-	-
Total comprehensive income for the period				(86)	(2,232)	7,834
Attributable to:
Equity holders				(86)	(2,232)	7,834
Non controlling interests				-	-	-
				(86)	(2,232)	7,834
Earnings per share
Basic and diluted (loss)/earnings per share (pence)			2	(0.1)	(32.3)	88.5

STATEMENT OF FINANCIAL POSITION

AS AT 30 JUNE 2013

		Unaudited	Unaudited	Audited
		30-Jun-13	30-Jun-12	31-Dec-12
	Notes	£'000	£'000	£'000
ASSETS
Non-current assets
Investments		-	500	-
Property, plant and equipment		-	-	-
		-
Current assets
Cash		33	-	189
Trade and other receivables		23	126	11
		56	126	200
Total assets		56	626	200
EQUITY
Capital and reserves
Share capital	3	181	121	181
Share premium account		7,570	7,480	7,570
Shares held by EBT		(8)	(23)	(8)
Capital redemption reserve		200	200	200
Other reserves		20	20	20
Retained earnings		(8,142)	(18,121)	(8,056)
Total equity		(179)	(10,323)	(93)
LIABILITIES
Non-current liabilities
Convertible loan notes	4	-	-	202
		-	-	202
Current liabilities
Trade and other payables		27	7,795	91
Borrowings		-	1,317	-
Deferred consideration		-	1,837	-
Convertible loan notes	4	208	-	-
		235	10,949	91
Total liabilities		235	10,949	293
Total equity and liabilities		56	626	200

CASH FLOW STATEMENT

FOR THE PERIOD ENDED 30 JUNE 2013

		Unaudited		Unaudited		Audited
		6 months to		6 months to		12 months to
		30-Jun-13		30-Jun-12		31-Dec-12
	Note	£'000		£'000		£'000
Cash flows from operating activities
Operating (loss)/profit		(86)		(2,232)		7,834
Adjustments for:
Impairment of investments		-		904		904
Onerous lease provision		-		(213)		(213)
Depreciation on property, plant and equipment		-		42		42
Impairment of property, plant and equipment		-		306		306
Bad debt provision		-		1,042		247
Reduction in deferred consideration		-		(1,106)		-
Accrued interest		6		-		-
Net benefit from creditor settlement		-		-		(9,899)
Operating cash flows before movement in working capital		(80)		(1,257)		(779)
Decrease in receivables		(12)		-		1,404
Decrease in payables		(64)		754		112
Cash (expended)/generated by operations		(156)		(503)		737
Interest paid		-		-		(42)
Net cash from operating activities		-		-		695
Cash flows from investing activities
Interest received		-		-		-
Divestment of subsidiary undertaking		-		-		500
Net cash (used) in investment activities		-		-		500
Cash flows from financing activities
Repayment of borrowings		-		-		(439)
Settlement of creditor claims		-		-		(105)
Loan notes	5	-		-		202
Share placement		-		-		150
Net cash (used in)financing activities		-		-		(192)
Net (decrease)/increase in cash and cash equivalents		(156)		(503)		1,003
Cash and cash equivalents at the beginning of the period		189		(814)		(814)
Cash and cash equivalents at the end of the period		33		(1,317)		189

Cash and cash equivalents comprises the following:
Cash and cash equivalents			33					-			189
Borrowings		-				(1,317)				-
		33					(1,317)				189

STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 30 JUNE 2013

		Share Capital	Share Premium	Capital Redemption Reserve	Shares Held by EBT	Share based transactions	Retained Earnings	Total
		£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance 31 December 2011 -audited		121	7,480	220	(23)	-	(15,890)	(8,092)
Total comprehensive income		-	-	-	-	-	(2,232)	(2,232)
Changes in equity
Period to 30 June 2012
Issue of share capital		-	-	-	-	-	-	-
Balance 30 June 2012 - unaudited		121	7,480	220	(23)	-	(18,121)	(10,323)
Total comprehensive income		-	-	-	-	-	10,065	10,065
Changes in equity
Period to 31 December 2012
Issue of share capital		60	90	-	-	-	-	150
Shares held by EBT		-	-	-	15	-	-	15
Balance 31 December 2012 - audited		181	7,570	220	(8)	-	(8,056)	(93)
Total comprehensive income		-	-	-	-	-	(86)	(86)
Changes in equity
Period to 30 June 2013
Issue of share capital		-
Balance 30 June 2013 - unaudited		181	7,570	220	(8)	-	(8,142)	(179)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 JUNE 2013

1.     Basis of preparation

These interim financial statements have been prepared using policies based on International Financial Reporting Standards (IFRS and IFRIC interpretations) issued by the International Accounting Standards Board ("IASB") as adopted for use in the EU. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2012 Annual Report. The financial information for the half years ended 30 June 2013 and 30 June 2012 does not constitute statutory accounts within the meaning of Section 434(3) of the Companies Act 2006 and is unaudited.

The annual financial statements of Reabold Resources Plc are prepared in accordance with IFRSs as adopted by the European Union. The comparative financial information for the year ended 31 December 2012 included within this report does not constitute the full statutory accounts for that period. The statutory Annual Report and Financial Statements for 2012 have been filed with the Registrar of Companies. The Independent Auditors' Report on that Annual Report and Financial Statement for 2012 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

After making enquiries, the directors have a reasonable expectation that the Company have adequate resources and support from key shareholders to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half-yearly financial statements.

The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the Company's latest annual audited financial statements.

In addition, the IASB has issued a number of IFRS and IFRIC amendments or interpretations since the last annual report was published. It is not expected that any of these will have a material impact on the Company.

2.         Loss per share

The calculations of the basic and diluted earnings per share are based on data the following:	Unaudited 6 months to 30-Jun-13 £'000	Unaudited 6 months to 30-Jun-12 £'000	Audited 12 months to 31-Dec-12 £'000
(Loss)/profit for the year	(86)	(2,232)	7,834
(Loss)/profit for the purpose of basic earnings per share	(86)	(2,232)	7,834
Number of shares
Weighted average number of ordinary shares in issue during the year	66,915,896	6,915,896	8,869,551
Effect of dilutive options	-	-	-
Effect of dilutive long-term incentive plan	-	-	-
Effect of dilutive deferred consideration	-	-	-
Effect of shares held in treasury	-	-	-
Diluted weighted average number of ordinary shares in issue during the year	66,915,896	6,915,896	8,869,551
(Loss)/profit/earnings per share
Basic (loss)/profit/earnings per share (pence)	(0.1)	(32.3)	88.3

On 19 December 2012 at a General Meeting of the Company, approval was obtained for a capital reorganisation and restructure of the issued share capital of the Company to reduce the nominal value of the existing shares by consolidating each ordinary 0.25 pence share into Ordinary shares of 1.75 each on a 7 for 1 consolidation. Immediately following this Capital Reorganisation the issued share capital of the Company comprised 6,915,896 ordinary shares which were then subdivided in one Ordinary share of 0.1 pence and one "A" Deferred Share of 1.65 pence. The "A" shares are subject to special rights and restrictions.

On 19 December 2012, the Company entered into conditional agreements with certain private investors for the subscription of 60,000,000 ordinary shares ('the Subscription Shares'), at 0.25 pence per share to raise gross proceeds of £150,000 ('the Subscription'), to provide additional working capital for the Company. 

3.        Called up share capital

		Proforma
	30-Jun-13 No. shares	30-Jun-12 No. shares	31-Dec-12 No. shares
Ordinary shares
Opening ordinary shares of 0.25 pence each	-	48,411,267	48,411,267
Capital reorganisation and consolidation	-	(41,495,371)	(41,495,371)
Post reorganisation, ordinary shares of 0.10 pence each	66,915,896	6,915,896	6,915,896
Placement of new ordinary shares of 0.10 pence each	-	-	60,000,000
Closing ordinary shares of 0.10 pence each	66,915,896	6,915,896	66,915,896
"A" Deferred Share
Opening "A" Deferred Share of 1.65 pence each	6,915,896	-	-
Capital reorganisation and consolidation	-	6,915,896	6,915,896
Closing "A" Deferred Share of 1.65 pence each	6,915,896	6,915,896	6,915,896
	30-Jun-13 £'000	30-Jun-12 £'000	31-Dec-12 £'000
Ordinary shares
Opening ordinary shares of 0.25 pence each	-	121	121
Capital reorganisation and consolidation	-	-	(114)
Post reorganisation, ordinary shares of 0.10 pence each	67	121	7
Placement of new ordinary shares of 0.10 pence each	-	-	60
Closing ordinary shares of 0.10 pence each	67	121	67
"A" Deferred Share
Opening "A" Deferred Share of 1.65 pence each	114	-	-
Capital reorganisation and consolidation	-	-	114
Closing "A" Deferred Share of 1.65 pence each	114	-	114

At 30 June 2013 no share options were outstanding (2012: nil).

On 19 December 2012 at a General Meeting of the Company, approval was obtained for the Capital reorganisation and restructure of the issued share capital of the Company to reduce the nominal value of the existing shares by consolidating each ordinary 0.25 pence share into Ordinary shares of 1.75 each on a 7 for 1 consolidation. Following this Capital Reorganisation the issued share capital of the Company will comprise 6,915,896 ordinary shares which were then subdivided in one Ordinary share of 0.1 pence and one "A" Deferred Share of 1.65 pence. The "A" shares are subject to special rights and restrictions including no right to receive dividends or right to attend the General Meeting.

On 19 December 2012, the Company entered into conditional agreements with certain private investors for the subscription of 60,000,000 ordinary shares of 0.10 pence ('the Subscription Shares'), at a price of 0.25 pence per share (inclusive of premium) to raise gross proceeds of £150,000 ('the Subscription'), to provide additional working capital for the Company.  The Subscription Shares represent 89.7% of the enlarged issued share capital of the Company and rank pari passu with the Company's existing Shares.  Following admission of the Subscription Shares, and completion of the Subscription, the Company's total issued ordinary share capital was 66,915,896 ordinary shares of 0.1p each and 6,915,896 "A" Deferred Shares of 1.65 pence per share.

4.    Loan Notes

On 19 December 2012, the Company entered into a convertible unsecured loan note instrument (the "Loan Notes") for up to £260,000 with Saltwind Enterprises Limited ("the Noteholder"), a company connected with Jeremy Edelman. The Loan Notes accrue interest at 0.5% per month and, unless converted, will be repaid on 31 December 2013 or such later date as nominated by the Noteholder. The Loan Notes may be converted into new Ordinary Shares at the last placing or subscription price paid per share on the issue of Ordinary Shares, but the Noteholder may not exercise its right to convert the Loan Notes if such conversion would result in the Noteholder being required to make a mandatory offer to the Company's other shareholders in accordance with Rule 9 of the City Code on Takeovers and Mergers ("Rule 9 Obligation").

As at the balance sheet date of 30 June 2013, the Company had drawn down approximately £208,000 under the Loan Notes, including accrued interest expense of approximately £6,000.

5.    Events after the reporting period

On 17 July 2013, the Company appointed Beaumont Cornish Limited as Nominated Adviser and Broker to the Company with immediate effect

On 13 August 2013, following the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code, the Company received a conversion notice from Saltwind in respect of the whole principle amount of the unsecured Loan Notes of £260,000.  Subsequently the Company issued Saltwind 104,000,000 New Ordinary Shares of 0.1 pence each, which were admitted to trading on AIM on 22 August 2013.  Following the issue of the New Ordinary Shares the Company's share capital comprised 170,915,896 Ordinary Shares of 0.1p each, with voting rights, and 6,915,896 "A" deferred shares of 1.65p each.

6.    General Information

Reabold Resources Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 200 Strand. London WC2R 1DJ. The principal activity of the Company is that of an investing company in accordance with the AIM Rules for Companies.

7.    Availability of this announcement

Copies of this announcement are available from the Company's website www.reabold.com.

 

END

 

 

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