Half-yearly report
THE CORE BUSINESS PLC
("Core" or the "Company")
Unaudited Half-Yearly Report For The Six Months Ended 30 November 2009
17 March 2010
CHAIRMAN'S STATEMENT
Financial Results
The accounts for the period to 30 November 2009 show a loss of £217,550; loss
per share was 0.09p per share.
Business Review
In September 2009 the directors requested the suspension of dealings in the
existing ordinary shares on AIM when the directors became aware that trading
levels had decreased to a significant extent, as a result of which the group's
liabilities exceeded its assets.
Amirose International Limited was placed in a creditors voluntary liquidation
on 25 January 2010.
The Board has been approached by Alfred Henry Corporate Finance, together with
Trafalgar Capital Specialised Investment Fund, the Company's largest secured
creditor, with proposals under which the Company is to be used as an investing
company quoted on AIM and the creditors are to be offered new ordinary shares
in satisfaction of amounts owed to them by the Company in order to eliminate
the Company's indebtedness and liabilities and provide it with the requisite
solvency to conduct a company voluntary arrangement ("CVA"), to seek a return
to trading on AIM and to fund the associated working capital requirements. The
objective would be to enable creditors and shareholders to recover some value
by holding shares in an AIM quoted investment company.
Outlook
Assuming the proposals are implemented, the strategy of the proposed directors
will be to seek suitable acquisition opportunities in the natural resources
sector on a worldwide basis
On behalf of the board
Stirling Murray
Chief Executive
Change of Name of Nominated Adviser
The Company's Nominated Adviser, Blomfield Corporate Finance Limited, has
changed its name to Religare Capital Markets (UK) Limited - trading as Religare
Capital Markets.
For further information, please contact:
The Core Business PLC www.thecorebusiness.co.uk
Stirling Murray, Chief Executive 020 8559 8244
Religare Capital Markets (Nomad)
Nick Harriss 020 7444 0800
Antony Batty & Company LLP (CVA Nominee)
Antony Batty 020 7831 1234
Statement of Comprehensive Income
for the six months ended 30 November 2009
Six Six
months to months Year
30 30 ended
November November 31 May
2009 2008 2009
Note Unaudited Unaudited Audited
£ £ £
Revenue 229,182 847,917 1,501,170
Cost of Sales (178,640) (468,204) (730,394)
_________ _________ _________
Gross Profit 50,542 379,713 770,776
Administrative expenses (262,935) (455,494) (1,126,403)
_________ _________ _________
Operating Loss (212,393) (75,781) (355,627)
Exceptional items - - (2,036,498)
_________ _________ _________
(212,393) (75,781) (2,392,125)
Finance income - 261 277
Finance costs (5,157) (30,600) (68,970)
_________ _________ _________
Loss before tax (217,550) (106,120) (2,460,818)
Income tax charges - - -
_________ ________ _________
(Loss) for the period from
continuing operations
attributable to
shareholders (217,550) (106,120) (2,460,818)
========= ======== =========
Loss per share (before
exceptional item):
Basic and diluted 8 (0.09p) (0.04p) (0.17p)
(before exceptional
item) ========= ======== =========
Statement of Financial Position as at 30 November 2009
As at As at
30 30 As at
November November 31 May
2009 2008 2009
Unaudited Unaudited Audited
£ £ £
Assets
Non-Current Assets 145,342 168,387 155,730
Intangibles - 3,168,901 -
________ _________ _______
145,342 3,337,288 155,730
________ _________ _______
Current assets
Trade and other receivables 52,531 163,476 76,813
Cash and cash equivalents 8,964 7,741 939
________ _________ _______
61,495 171,217 77,752
________ _________ _______
Total assets 206,837 3,508,505 233,482
======== ========= =======
Equity and liabilities
Capital and reserves
Share capital 1,267,412 1,267,412 1,267,412
Share premium 1,182,681 1,182,681 1,182,681
Retained loss (3,406,277) (832,755) (3,188,727)
_________ _________ _________
Total equity (956,184) 1,617,338 (738,634)
========= ========= =========
Current liabilities
Trade and other payables 533,971 339,097 343,066
Short term loans 629,050 1,552,070 629,050
_________ _________ _________
1,163,021 1,891,167 972,116
_________ _________ _________
Total equity and
liabilities 206,837 3,508,505 233,482
========= ========= =========
Cash Flow Statement
for the six months ended 30 November 2009
Six Six
months to months to Year
30 30 ended
November November 31 May
2009 2008 2009
Unaudited Unaudited Audited
Note £ £ £
Operating activities 9 55,245 (216,544) (108,279)
Interest paid (5,157) (30,600) (70,934)
______ _______ _______
50,088 (247,144) (179,213)
______ _______ _______
Investing activities
Interest received - 261 277
Purchase of tangible fixed
assets (42,063) (84,671) (159,420)
______ ______ _______
(42,063) (84,410) (159,143)
______ ______ _______
Financing activities
Proceeds on issue of shares - 336,250 336,250
Increase (repayment) of loan - - -
______ ______ _______
- 336,250 336,250
______ ______ _______
Net cash inflow/(outflow) 8,025 4,696 (2,106)
Cash and cash equivalents
at the beginning of the
period 939 3,045 3,045
______ _____ _______
Bank balances and cash 8,964 7,741 939
====== ===== =======
Statement of changes in equity
Six Six
months to months to Year
30 30 ended
November November 31 May
2009 2008 2009
Unaudited Unaudited Audited
£ £ £
As at beginning of period (738,634) 1,396,656 1,396,656
Loss for the period (217,550) (106,120) (2,460,818)
Provision for equity position
of Convertible loans
no longer required - (9,448) (10,722)
Issue of share capital net
of expenses - 336,250 336,250
_______ ________ ________
As at end of period (956,184) 1,617,338 (738,634)
======= ======== ========
Notes to the Interim Financial Information
1. General Information
The Core Business Plc is a company incorporated in England and Wales and
quoted on the Alternative Investment Market of the London Stock Exchange.
2. Basis of preparation
These consolidated interim financial information have been prepared in
accordance with International Financial Reporting Standards ("IFRS") as
adopted by the European Union and on the historical cost basis, using the
accounting policies which are consistent with those set out in the
Company's Annual Report and Accounts for the year ended 31 May 2009. This
interim financial information for the six months to 30 November 2009, which
complies with IAS 34 `Interim Financial Reporting', was approved by the
Board on March 2010.
3. Significant Accounting Policies
Except as described below, the accounting policies applied are consistent
with those of the annual ?nancial statements for the year ended 31 May
2009, as described in those annual ?nancial statements.
Taxes on income in the interim periods are accrued using the tax rate that
would be applicable to expected total annual earnings.
The following new standards and amendments to standards are mandatory for
the ?rst time for the ?nancial year beginning 1 January 2009.
* IAS 1 (revised), `Presentation of ?nancial statements'. The revised
standard prohibits the presentation of items of income and expenses (that is
`non-owner changes in equity') in the statement of changes in equity, requiring
Qnon-owner changes in equity' to be presented separately from owner changes in
equity. All `non-owner changes in equity' are required to be shown in a
performance statement.
Entities can choose whether to present one performance statement (the
statement of comprehensive income) or two statements (the income statement
and statement of comprehensive income).
The Company has elected to present one statement.The interim ?nancial
statements have been prepared under the revised disclosure requirements.
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the ?nancial
year beginning 1 January 2009 and have not been early adopted:
* IFRS 3 (revised), `Business combinations' and consequential amendments to
IAS 27, `Consolidated and separate ?nancial statements', IAS 28, `Investments in
associates' and IAS 31, `Interests in joint ventures', effective prospectively
to business combinations for which the acquisition date is on or after the
beginning of the ?rst annual reporting period beginning on or after 1 July 2009.
The Company does not have any subsidiaries, associates or joint ventures.
The revised standard continues to apply the acquisition method to business
combinations, with some signi?cant changes. For example, all payments to
purchase a business are to be recorded at fair value at the acquisition
date, with contingent payments classi?ed as debt subsequently re-measured
through the statement of comprehensive income. There is a choice on an
acquisition-by-acquisition basis to measure the minority interest in the
acquiree either at fair value or at the minority interest's proportionate
share of the acquiree's net assets. All acquisition-related costs should be
expensed. The group will apply IFRS 3 (revised) to all business
combinations from 1 January 2010.
* IFRIC 17, `Distributions of non-cash assets to owners', effective for
annual periods beginning on or after 1 July 2009. This is not currently
applicable to the Company, as it has not made any non-cash distributions.
* IFRIC 18, `Transfers of assets from customers', effective for transfers of
assets received on or after 1 July 2009. This is not relevant to the Company, as
it has not received any assets from customers.
The following new standards, amendments to standards and
interpretations are mandatory for the ?rst time for the ?nancial year
beginning 1 January 2009, but are not currently relevant for the Company.
* IAS 23 (amendment), `Borrowing costs'.
* IAS 32 (amendment), `Financial instruments: Presentation'.
* IFRIC 13, `Customer loyalty programmes'.
* IFRIC 15, `Agreements for the construction o f real estate'.
* IFRIC 16, `Hedges of a net investment in a foreign operation'.
* IAS 39 (amendment), `Financial instruments: Recognition and measurement'.
* IFRS 8, `Operating segments'. IFRS 8 replaces IAS 14, `Segment reporting'.
* IFRS 2 (amendment), `Share-based payment'
4. Segmental analysis
The company has only one principal area of operation, the creation and sale
of beauty products - the United Kingdom.
5. CVA
The company went into administration on 12 October and is currently
initiating a Company Voluntary Arrangement ("CVA").
6. Taxation
The company has incurred losses in each period and no corporation tax charge
has arisen. The company has not recognised a deferred tax asset in respect
of these losses.
7. Dividends
No dividends have been declared and approved in respect of the six month
periods ending 30 November 2009, six months ended 30 November 2008 or year
ended 31 May 2009.
8. Loss per share
Loss per share is calculated by reference to the weighted average of
253,482,454 ordinary shares in issue during the period (30 November 2008 -
250,476,989 and 31 May 2009 252,030,399).
The diluted loss per share is the same as the basic loss per share as the
losses in each period have an anti-dilutive effect.
9. Notes to the cash flow statement
Net cash flow from operating activities comprises:
Six Six
months to months to
30 30 Year end
November November 31 May
2009 2008 2009
Unaudited Unaudited Audited
£ £ £
Loss before taxation (212,393) (75,781) (355,627)
Depreciation 52,451 3,134 90,540
(Increase)/decrease
in inventories - 41,269 -
(Increase)/decrease
in trade and other 24,282 (95,294) 817
receivables
(Decrease)/increase
in trade and other 190,905 (89,872) 155,991
payables _______ _______ _______
Net cash outflow from
operating activities 55,245 (216,544) (108,279)
======= ======= =======
10. Called up Share Capital
The issued share capital as at 31 May 2009, per the audited accounts, was
253,482,454 Ordinary Shares of 0.5p each. (31 May 2008 - 253,482,454;
30 November 2008 - 253,482,454).
11. The unaudited interim financial information for period ended 30
November 2009 do not constitute statutory accounts within the meaning of
Section 435 of the Companies Act 2006. The comparative figures for the year
ended 31 May 2009 are extracted from the statutory financial statements
which have been filed with the Registrar of Companies and which contain an
unqualified audit report and did not contain statements under Section 498
to 502 of the Companies Act 2006.
12. Copies of this interim statement are available from the Company at
Finsgate, 5-7 Cranwood Street, London EC1V 9EE. The interim financial
information document will also be available on the Company's website
www.thecorebusiness.co.uk.