Final Results

RNS Number : 4147Q

Kuala Limited

17 June 2015

 



17 June 2015
KUALA LIMITED (formerly China Growth Opportunities Limited)
RESULTS FOR THE YEAR ENDED 31 MARCH 2015
KEY POINTS ·      £668,000 was raised from the issue of Ordinary Shares in November 2014. ·      The Company changed its name from China Growth Opportunities Limited to Kuala Limited, with effect from 12 November 2014. ·      A new Investing Policy was adopted which is available on the Company's website. ·      Net assets at 31 March 2015 of £463,000 (2014: net liabilities of £34,000). ·      Resignations of Mr Kevin McCabe as Director and Chairman, and Mr Nicholas Brooke as a Director.  Appointments of Mr Stephen Dattels as Executive Chairman, and Mr Ian Burns and Bryan Smith as Non-Executive Directors of the Company. ·      Brokerage account set up in December 2014, with the intention of providing a greater return on the Company's cash balance, by writing short term put options in Exchange Traded Funds ("ETF") within the energy sector. ·      On 4 March 2015, the Company applied to the Guernsey Financial Services Commission (the "GFSC") to revoke its authorised status as a closed-ended scheme under section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended.  On 19 March 2015, the GFSC accepted the Company's application and authorisation granted to the Company was revoked. The 2015 Annual Financial Report & Accounts will be available shortly on the Company's website: www.kualalimited.com.  Copies can be obtained in hard copy form free of charge, from the Company Secretary, Elysium Fund Management Limited, PO Box 650, 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX.
The Company is also pleased to announce that it has appointed Beaumont Cornish Limited as the Company's Nominated Adviser ("Nomad") with immediate effect.  Peterhouse Corporate Finance Limited remain as the Company's Broker. For further information please visit www.kualalimited.com or contact:
James Biddle (Nomad) Beaumont Cornish Limited Tel: [phone]	Guy Miller and Lucy Williams (Broker) Peterhouse Corporate Finance limited  Tel: [phone]	Elysium Fund Management Limited PO Box 650 1st Floor Royal Chambers St Peter Port Guernsey GY1 3JX Tel: [phone] Fax: [phone] e-mail: [e-mail]
CHAIRMAN'S STATEMENT
I am pleased to have my first opportunity to present the results of Kuala Limited (the "Company") for the year ended 31 March 2015. This has been a period of substantial change for the Company which culminated in shareholders meeting in November at which: ·      £668,000 was raised from new shareholders; ·      Ian Burns and I replaced Kevin McCabe and Nicholas Brooke; ·      The Company's investing policy was changed; ·      The Company's name was changed to reflect its move away from a Chinese geographic focus; and ·      RFC Ambrian Limited ("RFC Ambrian") was appointed as the Company's Nominated Advisor. Subsequently we welcomed Bryan Smith to the Board of Directors and, on 16 June 2015, RFC Ambrian resigned and Beaumont Cornish Limited "Beaumont" was appointed as the Company's Nominated Adviser. Investments On 1 November 2014, the Company's investment in Starlight Viewpoint Limited, which was part of Wan Wei, was struck-off for non-payment of regulatory fees to the British Virgin Islands Financial Services Commission.  Wan Wei had a history of bad debt problems and insufficient working capital to advance the business.  This was the last investment remaining from the Company's previous strategy of investing in Chinese private equity. In December 2014, the Company opened a broker account with LOM Stockbrokers Limited, based in Bermuda.  In February 2015, the Company transferred US$375,000 into the broker account with the intention of providing a greater return on the Company's cash balance.  Since February 2015, the Company generated net income of £11,000 from selling short term put options on the Energy Select Sector SPDR Fund ("ESSSF"), which is an Exchange Traded Funds ("ETF")  incorporated in the USA.  ESSSF tracks the performance of the Energy Select Sector Index. ESSSF holds large-cap US energy stocks. It invests in companies that develop and produce crude oil & natural gas, provide drilling and other energy related services. The holdings are weighted by market capitalisation. At the year end, the only open position was valued at a £29,000 liability.  This position was closed in April 2015 for £4,500. Outlook Since the restructuring on 11 November 2014, the Directors have reviewed a number of investment opportunities for the Company. However the natural resources and energy sector markets have struggled and this has delayed the implementation of the investing policy.  Your Board believes that, if the natural resources and energy sector markets improve, the Company will be in a good position to take advantage of investment opportunities but should suitable investment opportunities not become available, the Board will consider returning to shareholders to amend or broaden the Company's Investing Policy to enable shareholders to participate in investment sectors which are showing better risk and return profiles.  In the meantime the Company will continue to use innovative techniques to enhance the return on cash held while reducing operating costs as much as possible, until viable medium and long-term term opportunities become visible.
Stephen Dattels 16 June 2015

STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2015
	Note	Year ended 31 March 2015	Year ended 31 March 2014
		£'000	£'000
Investment gains and losses
Income from derivative financial instruments designated at fair value through profit and loss	14	79	-
Loss on derivative financial instruments designated at fair value through profit and loss	14	(68)	-
		------------	------------
Total investment gains and losses		11	-
Income
Bank interest income		1	-
		------------	------------
Total income		1	-
Expenses
Legal and professional fees		(67)	-
Administration fees	6	(46)	(100)
Nominated Adviser and Broker fees		(28)	(25)
Directors' remuneration	7	(17)	(63)
Other expenses	8	(45)	(46)
		------------	------------
Total expenses		(203)	(234)
		------------	------------
Net loss from operating activities before gains and losses on foreign currency exchange		(191)	(234)
Net foreign exchange gains		4	-
		------------	------------
Total comprehensive loss for the year attributable to the shareholders		(187)	(234)
		------------	------------
Loss per Ordinary Share - basic and diluted	10	(1.28)p	(0.33)p

STATEMENT OF FINANCIAL POSITION
as at 31 March 2015
	Note	31 March 2015	31 March 2014
		£'000	£'000
Current assets
Financial instruments within the brokerage account	14	294	-
Other receivables and prepayments		7	7
Cash and cash equivalents		237	44
		----------	----------
		538	51
		----------	----------
Total assets		538	51
		----------	----------
Current liabilities
Other payables and accruals	15	(46)	(85)
Financial liabilities designated at fair value through profit or loss:
-    Derivative financial instruments	12	(29)	-
		----------	----------
Total liabilities		(75)	(85)
		----------	----------
Net assets/(liabilities)		463	(34)
		----------	----------
Capital and reserves attributable to equity holders of the Company
Share capital	16	274	700
Deferred share reserve	16	630	-
Other reserve		2,293	2,293
Distributable reserves		(2,734)	(3,027)
		----------	----------
Total equity shareholders' funds		463	(34)
		----------	----------
Net assets/(liabilities) per Ordinary Share - basic and diluted	17	1.69p	(0.05)p

STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2015
	Note	Share capital	Deferred Shares reserve	Other reserve	Distributable reserves	Total
		£'000	£'000	£'000	£'000	£'000
Balance at 31 March 2013		700	-	2,293	(2,793)	200
Total comprehensive loss for the year
Loss for the year		-	-	-	(234)	(234)
		----------	----------	----------	----------	----------
Balance at 31 March 2014		700	-	2,293	(3,027)	(34)
Total comprehensive loss for the year
Loss for the year		-	-	-	(187)	(187)
Transactions with shareholders
Subdivision of ordinary shares prior to    subscription	16	(630)	630	-	-	-
Issue of ordinary shares	16	204	-	-	480	684
		----------	----------	----------	----------	----------
Balance at 31 March 2015		274	630	2,293	(2,734)	463
		----------	----------	----------	----------	----------

STATEMENT OF CASH FLOWS for the year ended 31 March 2015
				Year ended 31 March 2015	Year ended 31 March 2014
				£'000	£'000
Cash flows from operating activities
Bank interest received				1	-
Administration fees paid				(90)	(75)
Legal and professional fees paid				(67)	-
Nominated Adviser and Broker fees paid				(28)	(25)
Directors' remuneration paid				(17)	(69)
Other expenses paid				(44)	(58)
				----------	----------
Net cash outflow from operating activities				(245)	(227)
Cash flows from investing activities
Transferred to broker				(246)	-
				----------	----------
Net cash outflow from investing activities				(246)	-
Cash flows from financing activities
Issue of ordinary shares				684	-
				----------	----------
Net cash inflow from financing activities				684	-
				----------	----------
Increase/(decrease) in cash and cash equivalents				193	(227)
				----------	----------
Cash and cash equivalents at beginning of the year				44	271
Decrease in cash and cash equivalents				193	(227)
				----------	----------
Cash and cash equivalents at the end of the year				237	44
				----------	----------
	The financial information set out in this announcement does not constitute the Company's statutory financial statements for the year ended 31 March 2015.
	NOTES TO THE RESULTS for the year ended 31 March 2015
	1.  General Information
	The Company was an authorised closed-ended investment company up until the Company authorisation was surrendered in March 2015, in line with its new Investing Policy. The Company is domiciled and incorporated as a limited liability company in Guernsey.   The registered office of the Company is 1st Floor, Royal Chambers, St Julian's Avenue, St Peter Port, Guernsey, GY1 3JX. The Company's Ordinary Shares are traded on AIM, a market operated by the London Stock Exchange. At the Company's Annual General Meeting held on 12 November 2014, the shareholders voted in favour of the Company's recapitalisation proposal, which was circulated to shareholders on 20 October 2014. The structural changes became effective on 12 November 2014.  Details of the changes to the Company are available on the Company's website. The Company's new Investing Policy is available on the Company's website.
	2.  Basis of Preparation
	The results have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB"), interpretations issued by the IFRS Interpretations Committee and applicable legal and regulatory requirements of Guernsey Law and reflect the following policies, which have been adopted and applied consistently.
	The results are presented in Sterling, which is the Company's functional currency.  All amounts are rounded to the nearest thousand.  The results have been prepared on a historic cost basis, as modified by the revaluation to fair value of certain financial assets and financial liabilities. The results were authorised for issuance by the Board of Directors on 16 June 2015.
	Changes and amendments to existing standards effective in the year commencing 1 April 2013
	The Company has adopted the following revisions and amendments to IFRS issued by the IASB, which are relevant to and effective for the Company's results for the annual period beginning 1 April 2014:
	IFRS 8	Operating Segments - amendments for aggregation of segments and reconciliation of segment assets
	IAS 32	Financial Instruments: Presentation - amendments relating to the offsetting of assets and liabilities
	IAS 36	Impairment of Assets - amendments arising from recoverable amount disclosures of non-financial assets
	IAS 39	Financial Instruments: Recognition and Measurement
	During the year, the Company did not adopt any standards or interpretations that had an impact on the financial position or performance of the Company.
Standards, amendments and interpretations issued but not yet effective
The IASB has issued/revised the following relevant standards with an effective date after the date of these results:
International Accounting Standards (IAS/IFRS)						Effective date
	IFRS 7	Financial Instruments: Disclosures - Deferral of mandatory effective date of IFRS 9 and amendments to transition disclosures				1 January 2015
	IFRS 7	Financial Instruments: Disclosures - Additional guidance regarding servicing contracts				1 January 2016
	IFRS 9	Financial Instruments				1 January 2018
	IFRS 13	Fair Value Measurement - Scope of the portfolio exception				1 July 2014
	IFRS 15	Revenue from Contracts with Customers				1 January 2017
	IAS 1	Presentation of Financial Statements - Amendments resulting from the disclosure initiative				1 January 2016
No other relevant standards, interpretations or amendments have been issued by the IASB with an effective date after the date of these results.  The Directors have chosen not to early adopt the above standards and amendments to standards and they do not anticipate that they, with the exception of IFRS 9, would have a material impact on the Company's results in the period of initial application.  A full assessment of the impact of IFRS 9 has not yet been performed.
3. Significant Accounting Policies
a)  Income recognition
Interest income is recognised on an accruals basis using the effective interest method and includes bank interest and interest from debt securities. Dividend income is recognised when the right to receive payment is established.
b)  Expenses
All expenses are accounted for on an accruals basis and, with the exception of share issue costs, are charged through the Statement of Comprehensive Income in the period in which they are incurred.
c)  Taxation
The Fund is exempt from taxation in Guernsey.  However, in some jurisdictions, investment income and capital gains are subject to withholding tax deducted at the source of the income.  The Fund presents the withholding tax separately from the gross investment income in the Statement of Comprehensive Income.  For the purpose of the Statement of Cash Flows, cash inflows from financial assets are presented net of withholding taxes when applicable.
d)  Investments designated at fair value through profit or loss
Classification The Company classifies its investments in debt and equity securities, and related derivatives, as financial assets at fair value through profit or loss.  These financial assets are designated by the Board of Directors at fair value through profit or loss on acquisition. Financial assets designated at fair value through profit or loss on acquisition are those that are managed and their performance evaluated on a fair value basis in accordance with the Company's documented Investing Policy.  It is the Company's policy for the Board of Directors to evaluate the information about these financial assets on a fair value basis together with other related financial information. Assets in this category are classified as current assets if they are expected to be realised within 12 months of the year end date.  Those not expected to be realised within 12 months of the year end date will be classified as non-current.
Recognition/derecognition Regular-way purchases and sales of investments are recognised on the trade date - the date on which the Company commits to purchase or sell the investment. Financial assets are derecognised when the Company loses control over the contractual rights that comprise that asset.  This occurs when rights are realised, expire or are surrendered and the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.  Realised gains and losses on fair value through profit or loss assets sold are calculated as the difference between the sales proceeds and cost.  Financial assets that are derecognised and corresponding receivables from the buyer for the payment are recognised as of the date the Company has transacted an unconditional disposal of the assets.
Measurement Financial assets designated at fair value through profit or loss are initially recognised at fair value.  Transaction costs are expensed through the Statement of Comprehensive Income.  Subsequent to initial recognition, all financial assets and financial liabilities at fair value through profit or loss are measured at fair value.  Gains and losses arising from changes in the fair value of the financial assets at fair value through profit or loss are presented through the Statement of Comprehensive Income in the period in which they arise.
Interest income from financial assets designated at fair value through profit or loss is recognised through the Statement of Comprehensive Income within other income using the effective interest method.  Dividend income from investments designated at fair value through profit or loss is recognised through the Statement of Comprehensive Income within other income when the Company's right to receive payments is established.
Fair value estimation The fair value of financial instruments traded in active markets (such as publicly traded securities) is based on quoted market prices at the financial reporting date.  The quoted market price used for these financial assets held by the Company is the current bid price.
The fair value of financial instruments that are not traded in an active market (for example, quoted securities and unquoted private companies) is determined by using valuation techniques in accordance with the International Private Equity and Venture Capital Valuation Guidelines.  The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each financial reporting date.  Valuation techniques used include the use of comparable recent arm's length transactions, discounted cash flow analysis, option pricing models and other valuation techniques commonly used by market participants.
Notwithstanding the above, the variety of valuation bases adopted and the quality of management information provided by the underlying investments, means that there are inherent difficulties in determining the value of the investments.  The amount realised on the sale of those investments may differ from the values reflected in these results and the difference may be significant.

e) Offsetting of Financial Instruments

Financial assets and financial liabilities are reported net by counterparty in the Statement of Financial Position, where permitted under IFRS.  The Company's agreement with LOM Stockbrokers Limited does not provide for a master netting arrangement and therefore, the amounts due to/from LOM Stockbrokers Limited are shown gross in the Statement of Financial Position.

f) Financial instruments within the brokerage account

The financial instruments within the brokerage account comprises cash balances held at the Company's clearing brokers and cash collateral pledged to counterparties related to derivative contracts. Cash that is related to securities sold, not yet purchased, is restricted until the securities are purchased. Financial instruments held within the brokerage account consists of cash received from brokers to collateralize the Company's derivative contracts and amounts transferred from the Company's bank account.

g)  Cash and cash equivalents

Cash and cash equivalents, comprising cash balances and call deposits which are held to maturity, are carried at cost.  Cash and cash equivalents are defined as cash in hand, demand deposits, bank overdrafts and short-term highly liquid investments with original maturities of three months or less and subject to insignificant risk of changes in value.

h)  Other receivables

Other receivables are carried at the original invoice amount, less allowance for doubtful receivables.  Provision is made when there is objective evidence that the Company will be unable to recover balances in full.  Balances are written off when the probability of recovery is assessed as being remote.

i)  Trade and other payables

Trade and other payables are carried at payment or settlement amounts.  Where the time value of money is material, payables are carried at amortised cost.

j)  Foreign currency translation

Functional and presentation currency The Company's Ordinary Shares are denominated in Sterling and are traded on AIM in Sterling.  The primary activity of the Company is detailed in the Investing Policy which is available on the Company's website.  The performance of the Company is measured and reported to the investors in Sterling and the majority of the expenses incurred by the Company are in Sterling.  Consequently, the Board of Directors considers that Sterling is the currency that most faithfully represents the effects of the underlying transactions, events and conditions.  The results are presented in Sterling, which is the Company's functional and presentation currency.

Transactions and balances Foreign currency transactions are translated into the functional currency using rates approximating to the exchange rates prevailing at the dates of the transactions.  Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised through the Statement of Comprehensive Income.  Translation differences on non-monetary financial assets and liabilities, such as financial assets designated at fair value through profit or loss, are recognised through the Statement of Comprehensive Income within the net unrealised change in fair value of investments.

k)  Net assets and loss per share

The net assets per Ordinary Share disclosed on the face of the Statement of Financial Position is calculated by dividing the net assets of the Company as at the year end by the number of Ordinary Shares in issue at the year end. Loss per Ordinary Share is calculated by dividing the net loss for the year by the weighted average number of Ordinary Shares in issue during the year.

4.  Critical Accounting Estimates and Judgements

The preparation of results in conformity with IFRS requires the Directors to make judgements, estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates. The Board of Directors make estimates and assumptions concerning the future.  The resulting accounting estimates will, by definition, seldom equal the related actual results.  The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below:

Judgements

Going Concern

As a result of the change in Investing Policy, the Company is now a company subject to Rule 15 of the AIM Rules for Companies and as such has until 13 November 2015 to have made an acquisition or acquisitions which constitute a reverse takeover under Rule 14 or otherwise implemented its investing policy. If it has not done so by this date, trading in the Company's Ordinary Shares on AIM will be suspended pending implementation. If the Ordinary Shares were to remain suspended for a further six months from that date, trading would be cancelled. After making reasonable enquiries, and assessing all data relating to the Company's liquidity, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and do not consider there to be any threat to the going concern status of the Company.  For this reason, they continue to adopt the going concern basis in preparing the results.

Estimates and assumptions

Fair Value of  financial instruments

The Company may, from time to time, hold financial investments that are not quoted in active markets.  Fair values of such investments are determined using valuation techniques.  Where valuation techniques are used to determine fair values, they are validated and periodically reviewed by the Board of Directors (see note 13).

5.  Segmental Information In accordance with International Financial Reporting Standard 8: Operating Segments, it is mandatory for the Company to present and disclose segmental information based on the internal reports that are regularly reviewed by the Board in order to assess each segment's performance and to allocate resources to them.

Management information for the Company as a whole is provided internally to the Directors for decision-making purposes.  The Directors' asset allocation decisions are based on a single, integrated investment strategy and the Company's performance is evaluated on an overall basis.  Prior to the change in Investing Policy on 12 November 2014, the single segment was deemed to be investment in a portfolio of companies whose business operations were focused in China.  Following the change in Investing Policy, the Board expects the single segment to be the natural resources and/or energy sector, primarily in Africa.

The internal reporting provided to the Board for the Company's assets, liabilities and performance is prepared on a consistent basis with the measurement and recognition principles of IFRS. All of the Company's investment portfolio income is derived from its investments whose business focus is in the energy sector.  The only other revenue generated by the Company during the year was interest of £391 (2014: nil), arising from cash and cash equivalents, which was generated in Guernsey.  The Company is domiciled in Guernsey.

6.  Administration Fees

Elysium Fund Management Limited ("Elysium") was entitled to an administration fee from the Company at a rate of 0.1% per annum (subject to a minimum of £100,000 per annum) of the Net Asset Value of the Company together with an amount equal to the long term borrowings invested by the Company calculated at the close of business on each calculation day, payable quarterly in arrears. However, it was agreed during the year that Elysium would waive £16,000 of administration fees due and that the administration fee be temporarily reduced to £24,000 per annum, with effect from 1 October 2014, until any further recapitalisations occur in the Company. In the year ended 31 March 2015, a total of £46,000 (2014: £100,000) was incurred in respect of administration fees, of which, £6,000 was payable at the financial reporting date (2014: £50,000).

7.  Directors' Remuneration
							Year ended 31 March 2015				Year ended 31 March 2014
							£'000				£'000
Stephen Dattels (appointed on 12 November 2014)							-				-
Ian Burns (appointed on 12 November 2014)							-				-
Bryan Smith (appointed on 20 March 2015)							-				-
Nicholas Brooke (resigned on 12 November 2014)							8.4				-
Kevin McCabe (resigned on 12 November 2014)							8.4				30
Rhys Davies (resigned on 3 March 2014)							-				33
							------------				------------
							17				63
							------------				------------
No bonuses or pension contributions were paid or were payable on behalf of the Directors. Details of the Directors' interests in the share capital are set out in note 18. Mr McCabe and Mr Brooke received £8,400 each as full and final settlement for their services to the Company and will waive all claims against the Company. Mr Burns, Mr Dattels and Mr George waived their Director's fee from the date of their appointments until further notice.
8.  Other Expenses
							Year ended 31 March 2015				Year ended 31 March 2014
							£'000				£'000
Registrar fees							13				14
Regulatory and listing fees							12				10
Audit fees							10				10
Directors' and Officers' liability insurance							5				6
Other expenses							5				4
Travel							-				2
							------------				------------
							45				46
							------------				------------
9.  Tax effects of other comprehensive income
The Income Tax Authority of Guernsey has granted the Company exemption from Guernsey income tax under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 and the income of the Company may be distributed or accumulated without deduction of Guernsey income tax.  Exemption under the above mentioned Ordinance entails payment by the Company of an annual fee of £1,200 for each year (£600 per annum prior to 31 December 2014) for each year in which the exemption is claimed.  It should be noted, however, that interest and dividend income accruing from the Company's investments may be subject to withholding tax in the country of origin. There were no tax effects arising from the other comprehensive income disclosed in the Statement of Comprehensive Income (31 March 2014: nil).
10.  Loss per Ordinary Share
The loss per Ordinary Share of 1.28p (2014: 0.33p) is based on the loss for the year of £187,000 (2014: loss of £234,000) and on a weighted average number of 14,617,541 Ordinary Shares in issue during the year (2014: 70,000,709 Ordinary Shares). Although the average price of the Ordinary Shares during the year was above the exercise price of the Warrants, there was no dilutive effect.  Therefore, the basic and diluted loss per Ordinary Share were the same.
11.  Dividends
During the year ended 31 March 2015, no dividend was paid to shareholders (2014: nil).  The Directors do not propose a final dividend for the year ended 31 March 2015 (2014: nil).
12.  Financial Assets and Liabilities Designated at Fair Value Through Profit or Loss
						31 March 2015				31 March 2014
						£'000				£'000
Financial liabilities designated at fair value through profit or loss
Derivative financial instruments						(29)				-
						---------------				---------------
Net income from financial assets and financial liabilities through profit or loss
	Year ended 31 March 2015													Year ended 31 March 2014
	Premium received		Realised loss		Unrealised loss				Total investment gains and losses					Total
	£'000		£'000		£'000				£'000					£'000
Derivative financial instruments	79		(39)		(29)				11					-
	---------------		---------------		---------------				---------------					---------------
See note 3d, note 4 and note 14 regarding the classification, recognition, derecognition, measurement and fair value estimation of financial assets designated at fair value through profit or loss. On 1 November 2014, the Company's only equity investment in Starlight Viewpoint Limited, which is part of Wan Wei was struck-off and has been removed from the Company's investment portfolio.
In December 2014, the Company opened a broker account with LOM Stockbrokers Limited, based in Bermuda.   In February 2015, the Company transferred US$375,000 into the broker account with the intention of providing a greater return on the Company's cash balance, by writing short term put options in Exchange Traded Funds ("ETF") within the energy sector.  In February and March 2015, the Company generated net income of £11,000 from writing short term put on the Energy Select Sector SPDR Fund ("ESSSF"), which is an ETF incorporated in the USA.    ESSSF tracks the performance of the Energy Select Sector Index. ESSSF holds large-cap US energy stocks. It invests in companies that develop and produce crude oil & natural gas, provide drilling and other energy related services. The holdings are weighted by market capitalisation. At the year end, the only open position was valued at a £29,000 liability.  This position was closed in April 2015 for £4,500.
13.  Fair value of financial instruments
IFRS 13 requires the Company to classify financial instruments at fair value using a fair value hierarchy that reflects the significance of the inputs used in making the measurement.  The fair value hierarchy has the following levels: ·        Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the year-end date (Level 1); ·        Those involving inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (Level 2); and ·        Those with inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). The level in the fair value hierarchy within which the fair value measurement is categorised in its entirety is determined on the basis of the lowest level input that is significant to the fair value measurement in its entirety.  For this purpose, the significance of an input is assessed against the fair value measurement in its entirety.  If a fair value measurement uses observable inputs that require significant adjustment based on observable inputs, that measurement is a Level 3 measurement.  Assessing the significance of a particular input to the fair value measurement in its entirety requires judgement, considering factors specific to the asset or liability.
The determination of what constitutes 'observable' requires significant judgement by the Company.  The Company considers observable data to be that market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market.
Financial liabilities designated at fair value through profit or loss		Level 1 £'000		Level 2 £'000					Level 3 £'000				Total £'000
31 March 2015		(29)		-					-				(29)
		----------		----------					----------				----------
31 March 2014		-		-					-				-
		----------		----------					----------				----------
Fair value of unquoted securities
On 1 November 2014, the Company's only equity investment in Starlight Viewpoint Limited, which is part of Wan Wei was struck-off and removed from the Company's investment portfolio. At 31 March 2014, the Directors had valued the equity investment in Starlight Viewpoint Limited at nil, as the Directors did not envisage that the Company would receive any future cash flows from this investment.
14. Derivative Contracts In the normal course of business, the Company enters into derivative contracts for investment purposes. Typically, derivative contracts serve as components of the Company's investment strategies and are utilised primarily to structure the portfolio to economically match the investment objectives of the Company.  These instruments are subject to various risks, similar to non-derivative instruments, including market, credit and liquidity risk (see Note 20). The Company manages these risks on an aggregate basis along with the risks associated with its investing activities as part of its overall risk management policy.
The Company's derivative trading activities are primarily the purchase and sale of listed options.  These derivatives are reported at fair value in the Statement of Financial Position. Changes in fair value are reflected in the Statement of Comprehensive Income. Options Options are contractual agreements that convey the right, but not the obligation, for the purchaser either to buy or sell a specific amount of a financial instrument at a fixed price, either at a fixed future date or at any time within a specified period.
During the year, the Company sold put options.  Options written by the Company provide the purchaser the opportunity to purchase from or sell to the Company the underlying asset at an agreed-upon value either on or before the expiration of the option. In writing an option, the Company bears the market risk of an unfavourable change in the financial instrument underlying the written option.  The exercise of an option written by the Company could result in the Company buying or selling a financial instrument at a price higher or lower than the current market value, respectively.  The maximum pay-out for written put options is limited to the number of contracts written and the related strike prices. Offsetting of derivative assets and liabilities The amendments to IFRS 7 require an entity to disclose information about offsetting rights and related arrangements. The disclosures provide users with information to evaluate the effect of netting arrangements on an entity's financial position. The new disclosures are required for all recognized financial instruments that are offset in accordance with IAS 32 Financial Instruments Presentation. The disclosures also apply to recognised financial instruments that are subject to an enforceable master netting arrangement or 'similar agreement,' irrespective of whether they are offset in accordance with IAS 32.
The Company's agreement with LOM Stockbrokers Limited does not provide for a master netting arrangement, and therefore, no disclosures on the effects of netting arrangements are required as at 31 March 2015.
15.  Other payables and accruals
The carrying value of other payables and accruals equate to their fair value.
16.  Share Capital and Warrants
								31 March 2015				31 March 2014
								£'000				£'000
Authorised:
1,910,000,000 Ordinary Shares of 1p (2014: 200,000,000 Ordinary Shares)								19,100				2,000
100,000,000 Deferred Shares of 0.9p (2014: nil)								900				-
								---------------				---------------
								20,000				2,000
								---------------				---------------
Allotted, called up and fully paid:
27,445,552 Ordinary Shares of 1p (2014: 70,000,709 Ordinary Shares)								274				700
70,700,709 Deferred Shares of 0.9p (2014: nil)								630				-
								---------------				---------------
Warrants:								31 March 2015				31 March 2014
Existing Warrants								44,674,283				44,999,283
Subscription Anti-Dilution Warrants								158,400,000				-
Broker Warrants								823,366				-
Warrants Each Existing Warrant and Subscription Anti-Dilution Warrant entitled the warrant-holder to subscribe for one Ordinary Share in cash at any time from 29 May 2012 to 29 May 2015 at a price of 5.0 pence per Ordinary Share.  Neither of the Warrants was admitted to listing or trading on any stock exchange. In March 2015, the Company received notices to exercise a total of 325,000 Existing Warrants at an exercise price of 5.0 pence each.
Post year end, the Company received notice to exercise 1,055,466 Warrants at an exercise price of 5.0 pence each.  All of the remaining Existing Warrants and Subscription Anti-Dilution Warrants expired on 29 May 2015. As part of the restructuring, Broker Warrants were issued to Peterhouse Corporate Finance Limited to subscribe for Ordinary Shares equating to up to 3% of the share capital by 12 November 2016 at 3.32p per Ordinary Share.  The Broker Warrants have been classified as a liability but the fair value of them at the time of issue and at the year end has been deemed to be nil, as the exercise price is above the NAV per share. Deferred Shares In aggregate (not per share), the holders of Deferred Shares shall be entitled to receive up to £1 only as a preferred dividend or distribution.  The Deferred Shares have zero economic value.  The holders of Deferred Shares, in respect of their holdings of Deferred Shares, shall not have the right to received notice of any general meeting of the Company, nor the right to attend, speak or vote at any such general meeting.  The Company has the right to transfer the Deferred Shares to such persons as it wishes, without the consent of the holders of the Deferred Shares, and to cancel Deferred Shares with the consent of such transferee. Restructuring At the Company's AGM held on 12 November 2014, the shareholders voted in favour of the Company's recapitalisation proposal, which was circulated to shareholders on 20 October 2014. The structural changes became effective on 12 November 2014.
The changes to the Company's share capital comprised of the following: ·      Each Existing Ordinary Share of £0.01 was sub-divided, into one Ordinary Share of £0.001 and one Deferred Share of £0.009.  A Shareholder holding one Existing Ordinary Share as at 20 October 2014, following the Share Sub-Division on 12 November 2014, held one Sub-Ordinary Share and one Deferred Share.    ·      £668,000 was raised via a subscription of 201,204,820 Ordinary Shares of £0.001 at a price of £0.003320 per share. The Subscription Shares rank pari passu with the Ordinary Shares already in issue.  Immediately following the issue of the Subscription Shares, the Company's total issued share capital was 271,205,529 Ordinary Shares of £0.001 each.
·      The Ordinary Shares were then consolidated so that every 10 Ordinary Shares of £0.001 each became 1 Ordinary Share of £0.01 each. Therefore, on admission, there were 27,120,552 Ordinary Shares of £0.01 in issue.  Admission of the 27,120,552 Ordinary Shares became effective on 13 November 2014. ·      The Company entered into a Warrant Instrument pursuant to which the Company issued 158,400,000 Subscription Anti-Dilution Warrants to the Subscribers pro rata to their participation in the Subscription.  The Subscription Anti-Dilution Warrants could only be exercised to the extent that the outstanding Warrants as at the date of the Subscription were exercised (i.e. if 10% of the Warrants had been exercised, a Subscription Anti-Dilution Warrantholder was entitled to exercise 10% of their respective Subscription Anti-Dilution Warrants). ·      The authorised share capital limit of the Company was increased from £2,000,000 to £20,000,000. ·      Directors' Authority to Allot Shares In substitution for any existing authority, the Directors are generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities and subject to the terms the Directors may determine up to a maximum aggregate nominal amount of £5,000,000 (representing 5,000,000,000 Sub-Ordinary Shares of £0.001 each, or 500,000,000 New Ordinary Shares of £0.01 each).  Authority under this resolution will expire on the date falling five years after the date of the Annual General Meeting. The Guernsey Companies Law does not limit the power of Directors to issue shares or impose any pre-emption rights on the issue of new shares.  Accordingly, the Directors are generally and unconditionally authorised to allot securities in the Company up to the authorised but unissued share capital of the Company, any such power not to be limited in duration.
17.  Net Assets/Liabilities per Ordinary Share
Basic The basic net asset value per Ordinary Share is based on the net assets attributable to equity shareholders of £463,000 (2014: net liabilities attributable to equity shareholders of £34,000) and on 27,445,552 Ordinary Shares (2014: 70,000,709 Ordinary Shares) in issue at the end of the year. Diluted Although the 31 March 2015 share price of the Ordinary Shares was above the exercise price of the Warrants, there was no dilutive effect, as the exercise price was above the NAV per share.
18.  Related Parties
Details of the investment in a former associate are disclosed in note 12. Mr Davies (who resigned as a Director on 3 March 2014) holds 50% of Damille Partners Limited and Damille Partners II, which together held 13,251,920 Ordinary Shares (18.93%) at 31 March 2014.  On 14 April 2014, Mr Brooke (who resigned as a Director on 12 November 2014) purchased the 13,251,920 shares from Damille Partners Limited and Damille Partners II Limited for 0.5p per share.  Following the share consolidation and the subsequent sale of 500,000 Ordinary Shares of Mr Brooke's holding to Regent on 12 November 2014, Mr Brooke held 825,192 Ordinary Shares (3.04%) in the Company.  At 31 March 2015, Mr Brooke still held 825,192 Ordinary Shares (3.01%).
Mr McCabe (who resigned as a Director on 12 November 2014) holds 100% of Scarborough Holding Company Limited, which held 20,000,000 Ordinary Shares (28.57%) at 31 March 2014.  Following the share consolidation and the subsequent sale of 500,000 Ordinary Shares of Scarborough's holding to Regent on 12 November 2014, Scarborough held 1,500,000 Ordinary Shares (5.53%) in the Company.  At 31 March 2015, Scarborough still held 1,500,000 Ordinary Shares (5.47%) in the Company.
During the year ended 31 March 2015, Scarborough made available a £150,000 loan facility to the Company, to cover current liabilities and costs.  The loan was unsecured and bore interest at the rate of 4% per annum.  The loan and the related interest were repayable by 31 December 2015.  On 16 June 2014, the Company called £50,000 from the loan facility with Scarborough.  Following the equity raising of £668,000 on 12 November 2014, the loan and related interest of £871 were repaid in full, without penalty, on 18 November 2014 and the facility was cancelled. Mr Dattels (who was appointed as a Director on 12 November 2014) is a discretionary beneficiary of a trust which owns Regent, which purchased 45,512,290 (16.78%) Ordinary Shares in the Company, as part of the share subscription on 12 November 2014. Regent's holding became 4,551,229 (16.78%) Ordinary Shares, following the share consolidation on 13 November 2014.  At 31 March 2015, Regent still held 4,551,229 (16.58%) Ordinary Shares in the Company.

Mr Burns (who was appointed as a Director on 12 November 2014) is the legal and beneficial owner of Smoke Rise Holdings Limited ("Smoke"), which purchased 12,508,311 (4.61%) Ordinary Shares in the Company, as part of the share subscription on 12 November 2014. Smoke's holding became 1,250,831 (4.61%) Ordinary Shares, following the share consolidation on 13 November 2014.  At 31 March 2015, Smoke still held 1,250,831 (4.56%) Ordinary Shares in the Company. Mr Burns is also the Managing Director of Regent. Mr Smith (who was appointed as a Director on 20 March 2015) purchased 500,332 (1.82%) Ordinary Shares in the Company during the year.  At 31 March 2015, Mr Smith still held 500,332 (1.82%) Ordinary Shares in the Company. On 12 November 2014, Peterhouse, was appointed joint broker to the Company, and were issued warrants to subscribe for 813,616 new Ordinary shares, equating to 3% of the enlarged share capital of the Company, exercisable for up to two years at 3.32 pence per Ordinary share. The Directors' remuneration is disclosed in note 7.  Details of the amounts paid to Elysium, the Company's Administrator and Company Secretary, are disclosed in note 6. The Directors consider that there is no immediate or ultimate controlling party.
19.  Commitments and Contingencies
There were no capital commitments as at 31 March 2015.
20.  Financial Instruments
Treasury policies The objective of the Company's treasury policies is to manage the Company's financial risk, secure cost effective funding for the Company's operations and to minimise the adverse effects of fluctuations in the financial markets on the value of the Company's financial assets and liabilities on reported profitability and on cash flows of the Company. The Company finances its activities with cash and short-term deposits, with maturities of three months or less.  Other financial assets and liabilities, such as receivables and payables, arise directly from the Company's operating activities.    Derivative instruments may be used to change the economic characteristics of financial instruments in accordance with the Company's treasury policies.
The financial assets and liabilities of the Company were:
	31 March 2015				31 March 2014
	Total	Assets at fair value through profit or loss	Loans and receivables	Other financial liabilities	Total	Loans and receivables	Other financial liabilities
	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Financial assets
Financial instrument within the brokerage account	294	-	294	-	-	-	-
Cash and cash equivalents	237	-	237	-	44	44	-
	----------	----------	----------	----------	----------	----------	----------
Total financial assets	531	-	531	-	-	-	-
Financial liabilities
Other payables and accruals	(46)	-	-	(46)	(85)	-	(85)
Derivative financial instrument	(29)	(29)	-	-	-	-	-
	----------	----------	----------	----------	----------	----------	----------
Total financial liabilities	(75)	(29)	-	(46)	(85)	-	(85)
	----------	----------	----------	----------	----------	----------	----------
Total financial assets/(liabilities)	456	(29)	531	(46)	(41)	44	(85)
	----------	----------	----------	----------	----------	----------	----------
The main risks arising from the Company's financial assets and liabilities are credit risk, liquidity risk and market risk, and are set out below, together with the policies currently applied by the Board for their management.   Market risk comprises three types of financial risk, being interest rate risk, currency risk and other price risk, being the risk that the fair value or future cash flows will fluctuate because of changes in market prices other than from interest rate and currency risks.
Credit risk The Company's credit risk is primarily attributable to its cash and cash equivalents, and financial instrument within the brokerage account.  In order to mitigate credit risk, the Company seeks to trade only with reputable counterparties that the Directors believe to be creditworthy.  The credit risk on cash and cash equivalents is limited by using banks with high credit ratings assigned by international credit-rating agencies.
At the year end, the majority of cash and cash equivalents £234,000 (98.73%) was placed with HSBC Bank plc (2014: the highest concentration of credit risk was £38,000 (86.36%) placed with Butterfield Bank (Guernsey) Limited).  The Moody's credit rating for HSBC Bank plc was Aa3 as at 31 March 2015.
Liquidity risk
Liquidity risk is the risk that the Company will not be able to settle its liabilities as and when they fall due.  The Company has previously invested in private companies, which, by their very nature, are illiquid.  These investments have now all been sold or struck-off.  During the year, the Company raised £668,000 via an issue of Ordinary shares to enable the Company to maintain a sufficient cash balance to meet its working capital requirements.
The contractual undiscounted cash flows of the Company's financial liabilities, which are equal to the fair value of the Company's financial liabilities, are all payable within three months to the sum of £46,000 (2014: £85,000).  The Board monitors the Company's liquidity position on a regular basis.  In addition, the Company's Administrator continually monitors the Company's liquidity position and reports to the Board when appropriate.
Market risk (i) Price risk The Company's derivative financial instruments are susceptible to price risk arising from uncertainties about future values of the investment securities or derivatives financial instruments.  This price risk is the risk that the fair value or future cash flows will fluctuate because of changes in market prices, whether those changes are caused by factors specific to the individual investment or financial instrument or its holder or factors affecting all similar financial instruments or investments traded in the market.  The Company's one remaining investment, being Starlight Viewpoint Limited, was struck-off during the year and removed from the Company's investment portfolio. A 10% increase/decrease in the fair value of the derivative financial instrument in issue at the year end would result in a £3,000 increase/decrease (2013: nil effect) in the net asset value at 31 March 2015.
ii) Currency risk The Company regularly holds assets (both monetary and non-monetary) denominated in currencies other than the functional currency (Sterling).  It is therefore exposed to currency risk, as the value of the financial instruments denominated in other currencies will fluctuate due to changes in exchange rates.
Foreign currency risk, as defined in IFRS 7, arises as the values of recognised monetary assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates.  IFRS 7 considers the foreign exchange exposure relating to non-monetary assets and liabilities to be a component of market price risk, not foreign currency risk.  The Company monitors the exposure on all foreign-currency-denominated assets and liabilities.  The Company monitors its exposure to foreign exchange rates and, where exposure is considered significant, appropriate measures would be adopted to minimise these exposures.  As at 31 March 2015, a proportion of the net financial assets of the Company were denominated in currencies other than Sterling as follows:

					2015		2014
					£'000		£'000
US Dollar
Financial instrument within the brokerage account					294		-
Derivative financial liabilities					(29)		-
					---------------		---------------
Net US Dollar liabilities					265		-
					---------------		---------------
At 31 March 2015, if the exchange rate of US Dollar had strengthened/weakened by 10% against the Sterling, with all other variables remaining constant, the increase/(decrease) in the profit for the year would amount to +/- £27,000 (2014: +/- £nil).
iii) Interest rate risk The Company currently funds its operations through the use of retained earnings and equity.  Cash at bank, all of which was in Sterling at the year end, is held at variable rates.  At the year end, the Company's financial liabilities did not suffer interest and thus were not subject to any interest rate risk.  Ignoring any impact on foreign exchange rates or the prices of the derivative financial instruments, an increase of 1% in interest rates would have lessened the loss for the year ended 31 March 2015 by £2,000 (2014: £1,000).  It is unlikely that interest rates would decrease by as much as 1% as they are currently less than 1%.  Any decrease in the interest rate to a minimum of 0% would have an insignificant impact on the interest income received by the Company.
The interest rate risk profile of the Company's financial assets and financial liabilities at the year end was:
	Total	Fixed  rate	Floating rate	Assets on which no interest is received		Weighted average interest rate		Weighted average period until maturity
	£'000	£'000	£'000	£'000		%		years
31 March 2015
Financial assets
Financial instrument within the brokerage account	294	-	-	294		-		n/a
Cash and cash equivalents	237	-	231	6		-		n/a
	----------	----------	----------	----------
Total financial assets	531	-	231	300
Financial liabilities
Other payables and accruals	(46)	-	-	(46)		-		n/a
Derivative financial instrument	(29)	-	-	(29)		-		n/a
	----------	----------	----------	----------
Total financial liabilities	(75)	-	-	(75)
	----------	----------	----------	----------
Net financial Assets	456	-	231	225
	----------	----------	----------	----------
31 March 2014
Financial assets
Cash and cash equivalents	44	-	1	43		-		n/a
	----------	----------	----------	----------
Total financial assets	44	-	1	43
Financial liabilities	(85)	-	-	(85)		-		n/a
	----------	----------	----------	----------
Net financial liabilities	(41)	-	1	(42)
	----------	----------	----------	----------
As the Company's interest rate risk exposure is minimal, it has not entered into any derivative transactions to further reduce the interest rate risk.  However, in the year the Company opened a broker account and has been writing short term put options in ETF within the energy sector in order to generate a return above that currently received on cash and cash equivalents.
21.  Capital Management Policy and Procedures The Company's capital structure is derived solely from the issue of Ordinary and Deferred Shares.
The Company does not currently intend to fund any investments through debt or other borrowings but may do so if appropriate. Investments in early stage assets are expected to be mainly in the form of equity, with debt potentially being raised later to fund the development of such assets. Investments in later stage assets are more likely to include an element of debt to equity gearing. The Company may also offer new Ordinary Shares by way of consideration as well as cash, thereby helping to preserve the Company's cash for working capital and as a reserve against unforeseen contingencies including, for example, delays in collecting accounts receivable, unexpected changes in the economic environment and operational problems.
The Board monitors and reviews the structure of the Company's capital on an ad hoc basis.  This review includes: ·      The need to obtain funds for new investments, as and when they arise. ·      The current and future levels of gearing. ·      The need to buy back Ordinary Shares for cancellation or to be held in treasury, which takes account of the difference between the net asset value per Ordinary Share and the Ordinary Share price. ·      The current and future dividend policy; and ·      The current and future return of capital policy. The Company is not subject to any externally imposed capital requirements.
22.  Events After the Financial Reporting Date
At the year end, the Company's only open option liability, valued at a £29,000, was closed in April 2015 for £4,500. On 2 June 2015, Galloway Limited ("Galloway") was appointed as a business development consultant, for a six month period and is payable a fixed fee of £65,278.  The Company and Galloway Limited agreed that these fees will be satisfied by the issue of 1,110,170 new Subscription Shares of the Company to Galloway, at a subscription price of 5.88 pence per share. On 2 June 2015, Galloway subscribed for 1,439,751 new Subscription Shares in the Company at a subscription price of 5.88 pence per share, raising total proceeds of £84,657. The Subscription Shares rank pari passu with the Ordinary Shares already in issue In May 2015, the Company received notice to exercise 1,055,466 Warrants at an exercise price of 5.0 pence each.  As a result of the Warrant exercise, 31,664 Broker Warrants were issued to Peterhouse.  On 29 May 2015, all of the Existing Warrants and Subscription Anti-Dilution Warrants expired. Following the Warrant exercise, issue of Broker Warrants and the issue of the Subscription Shares to Galloway (and at the date of this report), 31,050,939 Ordinary Shares of £0.001 each and 855,030 Broker Warrants were in issue. On 16 June 2015, RFC Ambrian resigned as the Company's Nominated Adviser and Joint Broker, and Beaumont Cornish Limited ("Beaumont") was appointed as the Company's Nominated Adviser.  Beaumont is due a fixed fee of £25,000 per annum, which is payable half yearly in advance.  There were no other significant events after the financial reporting date.

-- ENDS --

 

END

 

 

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