Annual Results for the Year Ended 31 December 2016

RNS Number : 2177D

SigmaRoc PLC

25 April 2017

 

25 April 2017

SigmaRoc plc

('SigmaRoc' or the 'Company')

Annual Results for the Year Ended 31 December 2016

SigmaRoc, which was established to pursue a buy-and-build strategy in construction materials markets, is pleased to announce its results for the year ended 31 December 2016. These results pre-date the acquisition of Ronez Limited ('Ronez'), SigmaRoc's first acquisition completed in January 2017. In addition, the Company announces that its Annual General Meeting ('AGM') will be held at the Washington Mayfair Hotel, 5 Curzon Street, London, W1J 5HE on 17 May 2017 at 4 p.m. Copies of the Company's Annual Report and Financial Statements, together with the Notice of AGM, will be posted to shareholders today and will shortly be available to view and download on the Company's website at www.sigmaroc.com.

Strategic Highlights

·      Change of company name to SigmaRoc plc and approval of new investment strategy

·      SigmaRoc raises £50m in December 2016 to fund Ronez acquisition

·      Acquistion of Ronez for £45m, with the transaction completing on 5 January 2017

·      Ronez 2016 revenue of £24.4m, EBITDA of £4.9m and profit before tax of £3.1m

·      Creation of SigmaGsy Limited in April 2017, a subsidiary dedicated to bulk shipping around the British Isles and northern Europe

·      Q1 performance to 31 March 2017, which includes Ronez Ltd, has been strong with EBITDA 12% higher for Q1 compared to Q1 in the prior year

David Barrett, Chairman of SigmaRoc, said: "We are delighted to have successfully acquired Ronez, and have been further encouraged by progress in the first quarter of this year. SigmaRoc is in a strong position, underpinned by a solid cash generative AIM listed platform from which to further deliver on our buy-and-build strategy."

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

For further information, please contact:

SigmaRoc plc                                                                                                                       [phone]

Max Vermorken                                                                                                                   

Strand Hanson Limited (Nominated and Financial Adviser)                                       [phone]

James Spinney

James Dance

Zeus Capital Limited (Joint Broker)                                                                              [phone]

Rob Collins

Alex Wood

Temple Bar Advisory (Public Relations Advisor)                                                         [phone]

Ed Orlebar

Tom Allison

Alycia MacAskill

CHAIRMAN'S STATEMENT

I am pleased to report on our first financial year as SigmaRoc plc, following the Company's change of name and new investment strategy approved at the Company's General Meeting on 22 August 2016 (the 'GM'). At the GM, a consortium of shareholders acquired the Company's subsidiary, TeleMessage Ltd ('TeleMessage'), and a new Board was appointed with the vision to pursue a buy-and-build strategy in the construction materials sector. Approximately eight months into this new incarnation of the Company, I am delighted to advise that we are well on track with the implementation of this strategy.

The heavy construction materials industry is a highly localised industry. Transportation costs are significant and  products are manufactured and consumed locally. Competition is typically fierce and solid knowledge of the local competitive environment is essential.

These realities are the drivers of our decentralised niche strategy. SigmaRoc targets quality businesses with untapped potential, run by skilled management, but lacking the freedom to operate their business as an independent localised entity. The financial markets have recognised the potential in this sector and, as a result, SigmaRoc raised an initial £500,000 and a subsequent £50 million (before expenses) to implement its new strategy.

This implementation is progressing faster than anticipated. 2016 was characterised by a very efficient reverse takeover process for the acquisition of LafargeHolcim's operations in the Channel Islands, Ronez Limited. The financials presented in this Annual Report therefore primarily relate to the costs incurred for the acquisition of the Ronez business.

Acquisition update and Outlook

The Company completed the acquisition of Ronez from LafargeHolcim, the world's largest cement maker, on 5 January 2017 for cash consideration of £45 million. Ronez is the market leader in all heavy construction materials on Jersey and Guernsey, as owner of quarries, concrete and asphalt plants on both islands.

Three months after completion of the acquisition of Ronez I am happy to report that we have made a solid start to the year. The management team and local staff have been receptive to change and shown a strong willingness to embrace the new structure. Implementation of key operational and reporting changes has progressed at a much faster pace and lower cost than expected. We are now in a good position to realise further potential from the Ronez business.

Ronez's unaudited results for 2016 reported revenue of £24.4 million, earnings before interest, taxation, depreciation & amortisation ('EBITDA') of £4.9 million and profit before tax of £3.1 million. Year-on-year the business is 12% ahead on EBITDA based on the unaudited results for the quarter ended 31 March 2017. The outlook for the year for the Ronez business is therefore very positive.

The SigmaRoc management team is now in a position to refocus its attention on the Company's buy-and-build strategy, having integrated the Ronez business. As announced on 3 April 2017, the first demonstration of this renewed focus on further expansion is the creation of SigmaGsy Limited ('SigmaGsy'),  a company dedicated to specialised bulk shipping around the British Isles and the North Sea. The new subsidiary allows SigmaRoc to retain full control over its shipping requirement at competitive rates, while generating a profit through services offered in this specialised sector. This is a small but significant addition to the business and further supports our belief that a focus on niche areas of the construction materials space can generate attractive returns for our shareholders. We anticipate SigmaGsy will add in excess of £200,000 per year to operational EBITDA, starting from the second quarter of this year.  

To conclude, SigmaRoc is in a strong position underpinned by a solid and cash generative business, which means that the Board and management team can now leverage their knowledge of the construction materials industry and further deliver on their buy-and-build strategy. As the year progresses we will continue to keep the market informed of our progress, to the extent possible, taking into consideration the usual confidentiality clauses and regulations that govern transactions. We believe SigmaRoc will continue to deliver value to all its stakeholders and our progress to date is a strong signal of that.

David Barrett

Executive Chairman

INCOME STATEMENT

For the year ended 31 December 2016

		Year ended 31 December 2016	Year ended 31 December 2015
	Note	£	£
Revenue	6	36,000	72,000
Administrative expenses	7	(1,975,866)	(78,950)
Net finance (expense)/income	10	6,473	11,443
Other net gains/(losses)	11	(469,673)	(2,018,475)
Foreign exchange		(551)	-
Loss before tax		(2,403,617)	(2,013,982)
Tax expense	12	(115)	(950)
Loss		(2,403,732)	(2,014,932)
Basic and diluted earnings per share (pence)		(1.40)	(1.74)

STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2016

		Year ended 31 December 2016	Year ended 31 December 2015
	Note	£	£
Loss		(2,403,732)	(2,014,932)
Other comprehensive income
Items that will or may be reclassified to profit or loss
Currency translation differences		-	68,096
		(2,403,732)	(1,946,836)
Total comprehensive loss		(2,403,732)	(1,946,836)

STATEMENT OF FINANCIAL POSITION

As at 31 December 2016                                                               Company number: 05204176

		31 December 2016	31 December 2015
	Note	£	£
Non-current assets
Property, plant and equipment	13	4,515	-
Investment in subsidiary undertakings	14	-	500,000
		4,515	500,000
Current assets
Trade and other receivables	15	154,384	53,000
Cash and cash equivalents	16	181,434	7,316
		335,818	60,316
Total assets		340,333	560,316
Current liabilities
Trade and other payables	17	1,770,357	61,608
		1,770,357	61,608
Total liabilities		1,770,357	61,608
Net assets/(liabilities)		(1,430,024)	498,708
Equity
Share capital	18	270,555	579,361
Share premium	18	266,667	-
Other reserves	20	1,117,178	785,974
Retained earnings		(3,084,424)	(866,627)
Total equity		(1,430,024)	498,708

STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2016

		Share capital	Share premium	Other reserves	Retained earnings	Total
	Note	£	£	£	£	£
Balance as at 1 January 2015		579,361	-	717,878	1,148,305	2,445,544
Loss for the year		-	-	-	(2,014,932)	(2,014,932)
Other comprehensive income for the year
Items that may be subsequently reclassified to profit or loss
Currency translation differences		-	-	68,096	-	68,096
Total comprehensive income/(loss) for the year		-	-	68,096	(2,014,932)	(1,946,836)
Balance as at 31 December 2015		579,361	-	785,974	(866,627)	498,708
Balance as at 1 January 2016		579,361	-	785,974	(866,627)	498,708
Loss for the year		-	-	-	(2,403,732)	(2,403,732)
Other comprehensive income for the year
Items that may be subsequently reclassified to profit or loss
Currency translation differences		-	-	(185,935)	185,935	-
Total comprehensive income/(loss) for the year		-	-	(185,935)	(2,217,797)	(2,403,732)
Proceeds from share issues		208,333	291,667	-	-	500,000
Issue costs		-	(25,000)	-	-	(25,000)
TeleMessage disposal		(169,522)	-	169,522	-	-
Capital re-organisation		(347,617)	-	347,617	-	-
Transactions with owners, recognised directly in equity		(308,806)	266,667	517,139	-	475,000
Balance as at 31 December 2016		270,555	266,667	1,117,178	(3,084,424)	(1,430,024)

STATEMENT OF CASH FLOWS

For the year ended 31 December 2016

		Year ended 31 December 2016	Year ended 31 December 2015
	Note	£	£
Cash flows from operating activities
Loss before taxation		(2,403,617)	(2,013,982)
Adjustments for:
Depreciation and amortisation		75	-
Impairment of investments		500,000	2,018,475
Net finance (income)/expense		(6,473)	(11,443)
Interest paid		-	-
Increase in trade and other receivables		(101,384)	(14,773)
Increase in trade and other payables		1,708,749	17,687
Cash consumed by operations		(302,650)	(4,036)
Income taxes paid		(115)	(950)
Net cash flows from operating activities		(302,765)	(4,986)
Investing activities
Purchase of property, plant and equipment		(4,590)	-
Finance income		6,473	11,443
Net cash generated by investing activities		1,883	11,443
Financing activities
Proceeds from issue of share capital		500,000	-
Transaction costs of share issue		(25,000)	-
Net cash used in financing activities		475,000	-
Net increase in cash and cash equivalents		174,118	6,457
Cash and cash equivalents at beginning of period		7,316	859
Exchange differences on cash and cash equivalents		-	-
Cash and cash equivalents and end of period	16	181,434	7,316

NOTES TO THE FINANCIAL STATEMENTS

1.     General Information

The principal activity of SigmaRoc plc (the 'Company') is to make investments and/or acquire projects in the construction materials sector. The Company is incorporated and domiciled in the United Kingdom. The address of its registered office is 47 Charles Street, London, W1J 5EL.

On 22 August 2016 at a general meeting of the Company shareholders voted in favour of changing the name of the Company from Messaging International plc to SigmaRoc plc.

2.     Accounting policies

The principal accounting policies applied in the preparation of these Financial Statements are set out below ('Accounting Policies' or 'Policies'). These Policies have been consistently applied to all the periods presented, unless otherwise stated.

2.1.   Basis of preparing of financial statements

The Financial Statements of the Company have been prepared in accordance with International Financial Reporting Standards ('IFRS') and IFRIC Interpretations Committee ('IFRS IC') as adopted by the European Union. The Financial Statements have also been prepared under the historical cost convention.

The Financial Statements are presented in UK Pounds Sterling rounded to the nearest pound.

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

(a) New and amended standards mandatory for the first time for the financial period beginning 1 January 2016

A number of new standards and amendments to standards and interpretations are effective for the financial period beginning on or after 1 January 2016 and have been applied in preparing these Financial Statements.

Amendments to IAS 1 Disclosure Initiative.

Amendments to IAS 1 Presentation of Financial Statements to address perceived impediments to preparers exercising their judgement in presenting their financial reports by making the following changes:

-       clarification that information should not be obscured by aggregating or by providing immaterial information, materiality considerations apply the all parts of the Financial Statements, and even when a standard requires a specific disclosure, materiality considerations do apply;

-       clarification that the list of line items to be presented in these statements can be disaggregated and aggregated as relevant and additional guidance on subtotals in these statements and clarification that an entity's share of OCI of equity-accounted associates and joint ventures should be presented in aggregate as single line items based on whether or not it will subsequently be reclassified to profit or loss; and

-       additional examples of possible ways of ordering the notes to clarify that understandability and comparability should be considered when determining the order of the notes and to demonstrate that the notes need not be presented in the order so far listed in paragraph 114 of IAS 1.

Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortisation.

Amends IAS 16 Property, Plant and Equipment and IAS 38 Intangible Assets to:

-       clarify that a depreciation method that is based on revenue that is generated by an activity that includes the use of an asset is not appropriate for property, plant and equipment;

-       introduce a rebuttable presumption that an amortisation method that is based on the revenue generated by an activity that includes the use of an intangible asset is inappropriate, which can only be overcome in limited circumstances where the intangible asset is expressed as a measure of revenue, or when it can be demonstrated that revenue and the consumption of the economic benefits of the intangible asset are highly correlated; and

-       add guidance that expected future reductions in the selling price of an item that was produced using an asset could indicate the expectation of technological or commercial obsolescence of the asset, which, in turn, might reflect a reduction of the future economic benefits embodied in the asset.

Amendments to IAS 27 Equity Method in Separate Financial Statements.

Amendments to IAS 27 Separate Financial Statements to permit investments in subsidiaries, joint ventures and associates to be optionally accounted for using the equity method in separate financial statements.

Amendments to IFRS 11 Accounting for Acquisitions of Interest in Joint Operations.

Amendments to IFRS 11 Joint Arrangements to require an acquirer of an interest in a joint operation in which the activity constitutes a business (as defined in IFRS 3 Business Combinations) to:

-       apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11; and

-       disclose the information required by IFRS 3 and other IFRSs for business combinations.

The amendments apply both to the initial acquisition of an interest in a joint operation, and the acquisition of an additional interest in a joint operation (in the latter case, previously held interests are not re-measured).

Annual Improvements 2012-2014 Cycle.

Makes amendments to the following standards:

-       IFRS 5 - Adds specific guidance in IFRS 5 for cases in which an entity reclassifies an asset from held for sale to held for distribution or vice versa and cases in which held-for-distribution accounting is discontinued.

-       IFRS 7 - Additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset, and clarification on offsetting disclosures in condensed interim financial statements.

-       IAS 9 - Clarify that the high quality corporate bonds used in estimating the discount rate for post-employment benefits should be denominated in the same currency as the benefits to be paid.

-       IAS 34 - Clarify the meaning of 'elsewhere in the interim report' and require a cross-reference.

There are no other new standards and amendments to standards and interpretations effective for the financial period beginning on or after 1 January 2016 that are material to the Company and therefore not applied in preparing these Financial Statements.

(b) New standards, amendments and interpretations in issue but not yet effective or not yet endorsed and not early adopted

The standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Financial Statements are listed below. The Company intends to adopt these standards, if applicable, when they become effective.

Standard	Impact on initial application	Effective date
IAS 7 (Amendments)	Disclosure Initiative	*1 January 2017
IAS 12 (Amendments)	Recognition of Deferred Tax	*1 January 2017
IFRS 2 (Amendments)	Classification and Measurement of Share-based payments	*1 January 2018
IFRS 9	Financial Instruments	1 January 2018
IFRS 15	Revenue from Contracts with Customers	*1 January 2018
IFRS 16	Leases	*1 January 2019

^* Subject to EU endorsement

The Company is evaluating the impact of the new and amended standards above. The Directors believe that these new and amended standards are not expected to have a material impact on the Company's results or shareholders' funds.

2.2.   Going concern

The Financial Statements have been prepared on a going concern basis notwithstanding the loss for year of £2,403,732, net current deficit £1,434,539 and net liabilities of £1,430,024. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the Financial Statements. The Directors' assessment is supported by the following:

·      the successful acquisition of Ronez Limited wherein the Company raised £50 million through the issue and allotment of 100,000,000 new ordinary shares of £0.01 each at a price of 40 pence per share raising £40 million and the issue of 10,000,000 convertible loan notes at £1 per note;

·      positive cashflow projection of at least 12 months from the signing of the Financial Statements; and

·      agreed terms between the Company and Santander UK plc for a £2 million credit facility and advanced discussions for a further £18 million term facility.

2.3.   Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors that makes strategic decisions.

2.4.   Foreign currencies

a)    Functional and presentation currency

Items included in the Financial Statements are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The Financial Statements are presented in Pounds Sterling, rounded to the nearest pound, which is the Company's functional currency.

b)    Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where such items are re-measured. 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 in the Income Statement.  Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within 'finance income or costs'. All other foreign exchange gains and losses are presented in the income statement within 'Other net gains/(losses)'.

Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss. Translation differences on non-monetary financial assets measured at fair value, such as equities classified as available for sale, are included in other comprehensive income.

2.5.   Property, plant and equipment

Property, plant and equipment is stated at cost less accumulated depreciation and any accumulated impairment losses. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the Income Statement during the financial period in which they are incurred.

Depreciation is provided on all property, plant and equipment to write off the cost less estimated residual value of each asset over its expected useful economic life on a straight line basis at the following annual rates:

Office equipment

50%

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised within 'Other net gains/(losses)' in the Income Statement.

2.6.   Trade receivables

Trade receivables are amounts due from third parties in the ordinary course of business. If collection is expected in one year or less they are classified as current assets. If not, they are presented as non-current assets.

2.7.   Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and in hand, and are subject to an insignificant risk of changes in value.

2.8.   Share capital

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

2.9.   Reserves

Foreign currency translation reserve - the foreign currency translation reserve represents the effect of changes in exchange rates arising from translating the financial statements of subsidiary undertakings into the Company's presentation currency.

Capital redemption reserve - the capital redemption reserve is the amount equivalent to the nominal value of shares redeemed by the Company.

Retained earnings - the retained earnings reserve includes all current and prior periods retained profit and losses.

Deferred shares - are shares that effectively do not have any rights or entitlements.

2.10. Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.

Trade payables are recognised initially at fair value, and subsequently measured at amortised cost using the effective interest method.

2.11. Taxation

Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

2.12. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods or services supplied in course of ordinary business, stated net of discounts, returns and value added taxes. The Company recognises revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the entity; and when specific criteria have been met for the Company's activities described below.

Revenue from the sale of goods is recognised when delivery has taken place and the transfer of risks and rewards of ownership has been completed. The significant risks and rewards of products sold are transferred according to the specific delivery terms that have been formally agreed with the customer, generally upon delivery when the bill of lading is signed as evidence that they have accepted the product delivered to them.

Revenue from the provision of services is recognised as the services are rendered, in accordance with customer contractual terms.

2.13. Finance income

Interest income is recognised using the effective interest method.

3.     Financial risk management

3.1.   Financial risk factors

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

Risk management is carried out by the UK based management team under policies approved by the Board of Directors.

a)    Market risk

The Company is exposed to market risk, primarily relating to interest rate, foreign exchange and commodity prices. The Company does not hedge against market risks as the exposure is not deemed sufficient to enter into forward contracts. The Company has not sensitised the figures for fluctuations in interest rates, foreign exchange or commodity prices as the Directors are of the opinion that these fluctuations would not have a significant impact on the Financial Statements at the present time. The Directors will continue to assess the effect of movements in market risks on the Company's financial operations and initiate suitable risk management measures where necessary.

b)    Credit risk

Credit risk arises from cash and cash equivalents as well as outstanding receivables. To manage this risk, the Group periodically assesses the financial reliability of customers and counterparties.

The amount of exposure to any individual counter party is subject to a limit, which is assessed by the Board.

The Group considers the credit ratings of banks in which it holds funds in order to reduce exposure to credit risk.

c)    Liquidity risk

The Company's continued future operations depend on the ability to raise sufficient working capital through the issue of equity share capital or debt. The Directors are reasonably confident that adequate funding will be forthcoming with which to finance operations. Controls over expenditure are carefully managed.

With exception to deferred taxation, financial liabilities are all due within one year.

3.2.   Capital risk management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern, in order to enable the Company to continue its construction material investment activities, and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Company may adjust the issue of shares or sell assets to reduce debts.

The Company defines capital based on the total equity of the Company. The Company monitors its level of cash resources available against future planned operational activities and may issue new shares in order to raise further funds from time to time.

4.     Critical accounting estimates

The preparation of the Financial Statements in conformity with IFRSs requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Financial Statements and the reported amount of expenses during the year. Actual results may vary from the estimates used to produce this Financial Statements.

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

5.     Segment information

The Company operated in one geographical area for the year, being the United Kingdom.

6.     Revenue

Revenue of £36,000 (31 December 2015: £72,000) relates to management services provided to TeleMessage Limited which the Company disposed of on 22 August 2016. See Note 21 for more information.

7.     Expenses by nature

	31 December 2016	31 December 2015
Administrative expenses	£	£
Directors' fees	17,870	16,250
Fees payable to the Company's auditors for the audit of the Company	20,000	17,350
Fees payable to the Company's auditors for tax and other services	1,000	-
Professional & consulting fees	561,254	12,551
Insurance	9,371	4,454
Depreciation	75	-
Travel and subsistence expenses	22,659	-
AIM related costs including public relations	80,387	27,824
Ronez acquisition transaction costs	1,226,700	-
Other expenses	36,550	521
	1,975,866	78,950

8.     Employees

The Company had no full time employees during the year. The Directors provided professional services as required on a part-time basis. Details of Directors' remuneration are disclosed in Note 9.

9.     Directors' remuneration

	31 December 2016	31 December 2015
	£	£
Executive Directors
Guy Levit (3)	2,500	5,000
David Barrett (1)	4,290	-
Max Vermorken (1)	4,290	-
Non-executive Directors
Dominic Traynor (1)	4,290	-
David Rubner (2)	2,500	5,000
Irvin Fishman (2)	-	5,000
Geoffrey Simmonds (4)	-	1,250
	17,870	16,250

(1)   Appointed on 22 August 2016.

(2)   Resigned on 22 August 2016.

(3)   Resigned on 1 October 2016.

(4)   Resigned on 27 March 2015.

No pension benefits are provided for any Director.

10.  Net finance (expense)/income

	31 December 2016	31 December 2015
	£	£
Interest on loan to TeleMessage Limited	6,473	11,443
	6,473	11,443

11.  Other net gains/(losses)

	31 December 2016	31 December 2015
	£	£
Cash received and foreign currency exchange gains relating to disposal of investment in TeleMessage Limited	30,327	-
Impairment of investments in subsidiaries	(500,000)	(2,018,475)
	(469,673)	(2,018,475)

12.  Taxation

Only a notional income tax charge to the Income Statement arises due to the losses incurred. No deferred tax asset has been recognised on accumulated tax losses, as the recoverability of any assets is not likely in the foreseeable future.

	31 December 2016	31 December 2015
Income tax expense	£	£
Tax on loss for the year	115	950
	115	950

The tax on the Company's profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the profits of the consolidated entities as follows:

	31 December 2016	31 December 2015
	£	£
Loss before tax	(2,403,617)	(2,013,982)
Tax at the applicable rate of 20% (2015: 20%)	(480,723)	(402,796)
Effects of:
Expenditure not deductible for tax	379,860	-
Net tax effect of losses carried forward	100,748	403,746
Tax charge	(115)	(950)

13.  Property, plant and equipment

	Office equipment	Total
	£	£
Cost
As at 1 January 2015	-	-
As at 31 December 2015	-	-
Additions	4,590	4,590
As at 31 December 2016	4,590	4,590
Depreciation
As at 1 January 2015	-	-
As at 31 December 2015	-	-
Charge for the year	75	75
As at 31 December 2016	-	-
Net book value
As at 31 December 2015	-	-
As at 31 December 2016	4,515	4,515

14.  Investment in subsidiary undertakings

	31 December 2016	31 December 2015
	£	£
Shares in subsidiary undertakings
At beginning of the year	500,000	2,518,475
Impairment	(500,000)	(2,018,475)
	-	500,000

Refer to Note 21 for information on disposal of subsidiary undertaking during the year.

15.  Trade and other receivables

	31 December 2016	31 December 2015
	£	£
Prepayments	13,113	10,069
VAT receivable	141,271	-
Other receivables	-	42,931
	154,384	53,000

16.  Cash and cash equivalents

	31 December 2016	31 December 2015
	£	£
Cash at bank and on hand	181,434	7,316
	181,434	7,316

The vast majority of the Company's cash at bank is held with private banking institutions.

17.  Trade and other payables

	31 December 2016	31 December 2015
	£	£
Trade payables	998,487	-
Accruals	771,870	18,677
Other payables	-	42,931
	1,770,357	61,608

18.  Share capital and share premium

	Company
	Number of shares	Ordinary shares	Share premium	Total
		£	£	£
Issued and fully paid
As at 1 January 2015	115,872,148	579,361	-	579,361
As at 31 December 2015	115,872,148	579,361	-	579,361
Capital re-organisation - 22 August 2016	-	(347,617)	-	(347,617)
TeleMessage disposal - 22 August 2016	(169,521,886)	(169,522)	-	(169,522)
Issue of new shares - 22 August 2016 (1)	208,333,333	208,333	266,667	475,000
As at 31 December 2016	270,555,743	270,555	266,667	537,222

(1)   Includes issue costs of £25,000

On 22 August 2016 at a general meeting of the Company shareholders voted in favour of:

·      a share capital reorganisation to sub-divide each of the issued ordinary shares of £0.005 each into two new ordinary shares of £0.001 each and three deferred shares of £0.001 each ('Deferred Shares'); and

·      the re-designation of 169,521,886 ordinary shares of £0.001 each into Deferred Shares.

On 22 August 2016 the Company raised £500,000 (gross) through the issue of 208,333,333 new ordinary shares of £0.0001 each full paid at a price of 0.24 pence each.

19.  Share options

As at 31 December 2015 there were 33,161,477 share options held by employees and directors of the Company and 8,396,804 warrants exercisable between 0.63 pence and 0.91 pence each held by Mizrahi Tefahot Bank Ltd. As part of the TeleMessage disposal, all of these options and warrants were cancelled.

As at 31 December 2016 there were no options or warrants in the Company on issue. Refer to Note 23 for details of options and warrants issued after the year-end.

20.  Other reserves

	Company
	Deferred shares	Foreign currency translation reserve	Capital redemption reserve	Total
	£	£	£	£
As at 1 January 2015	-	-	600,039	-
Transfer between reserves	-	-	-	-
As at 31 December 2015	-	185,935	600,039	785,974
Disposal of TeleMessage	169,522	(185,935)	-	(16,413)
Capital re-organisation	347,617	-	-	347,617
As at 31 December 2016	517,139	-	600,039	1,117,178

21.  Related parties

TeleMessage disposal

On 22 August 2016 at a general meeting of the Company shareholders voted in favour of selling the entire issued share capital of TeleMessage Limited ('TeleMessage') to a consortium which included Guy Levit, Horacio Furman and David Rubner. Consideration for TeleMessage included cash of £38,400, the re-designation of 169,521,886 existing ordinary shares of £0.001 each into Deferred Shares, cancellation of all employee and director options and the cancellation of warrants to and release of certain obligations from Mizrahi Tefahot Bank Ltd.

Prior to its disposal the Company charged management fees of £36,000 (2015: £72,000) and interest of £6,473 (2015: £11,443) to TeleMessage during the year.

Other transactions

Skyeye Consulting Limited, a limited liability company of which Max Vermorken is a director, invoiced a fee of £49,150 (2015: £nil) for the provision of corporate management and consulting services to the Company. A balance of £522 was outstanding at the year-end.

Heytesbury Corporate LLP, a limited liability partnership of which Garth Palmer is a partner, invoiced a fee of £83,695 (2015: £nil) for the provision of corporate management and consulting services to the Company. A balance of £75,000, for services provided in relation to the acquisition of Ronez Limited, was outstanding at the year-end.

Ronaldsons LLP, a limited liability partnership of which Dominic Traynor is a partner, invoiced a fee of £36,100 (2015: £nil) for the provision of legal services to the Company in relation to the acquisition of Ronez Limited. A balance of £36,100 was outstanding at the year-end.

Arram Berlyn Gardner (AH) Limited, a limited liability company, invoiced a fee of £17,580 (2015: £14,167) for the services of Irvin Fishman as a director and for other professional services provided to the Company. No balance was outstanding at the year-end.

22.  Ultimate controlling party

The Directors believe there is no ultimate controlling party.

23.  Events after the reporting date

On 3 January 2017 at a general meeting of the Company shareholders voted in favour of the following:

·      acquisition of Ronez Limited for £45 million cash consideration;

·      share consolidation whereby 104 existing ordinary shares were consolidated into 1 new ordinary share;

·      the issue and allotment of 100,000,000 new ordinary shares of £0.01 each at a price of 40 pence per share raising £40 million;

·      the issue of 10,000,000 convertible loan notes at £1 per note; and

·      grant of the following options & warrants:

o  1,026,014 warrants exercisable at 44p and valid until 4 January 2022;

o  78,044 warrants exercisable at 25p and valid until 22 August 2021;

o  390,219 options exercisable at 25p and valid until 5 January 2022; and

o  12,183,225 options exercisable at 40p and valid until 5 January 2022.

Acquisition of Ronez Limited

Subsequent to shareholder approval noted above, on 5 January 2017 the Company entered into a sale and purchase agreement with Aggregate Industries Limited for the acquisition of the entire share capital of Ronez Limited for cash consideration of £45,181,874.

In accordance with IFRS 3 (Revised) the details of the acquisition are as follows:

Total consideration	£
Cash	45,181,874
	45,181,874

Recognised amounts of identifiable assets acquired and liabilities assumed based on Ronez Limited balance sheet as at 5 January 2017	£
Non-current assets
Property, plant & equipment	20,509,789
Intangible assets	1,988,060
	22,497,849
Current assets
Trade & other receivables	1,935,159
Inventories	2,025,587
Cash & cash equivalents	267,107
Other current assets	339,269
	4,567,122
Current liabilities
Trade & other payables	1,865,212
Provisions	631,749
	2,496,961
Fair value of total net assets	24,568,010

 

END

 

 

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