Final Results

RNS Number : 6926L

Fulham Shore PLC (The)

14 August 2013

 



The Fulham Shore plc

(the "Company" or "Fulham Shore")

Audited results for the period ended 31 March 2013

The Directors of Fulham Shore are pleased to announce the Company's audited results for the period ended 31 March 2013. A copy of the annual report and accounts ("Annual Report and Accounts"), along with a notice of the Company's annual general meeting, to be held at 10.00am on 30 August 2013 at The Real Greek, 6 Horner Square, Old Spitalfields Market, London E1 6EW, has been posted to shareholders and is available to download from the Company's website, www.fulhamshore.com.

CHAIRMAN'S STATEMENT

Background

The Fulham Shore PLC was incorporated in March 2012. The Directors believe that there are a number of potentially attractive investment opportunities within the restaurant and food service sectors in the UK and have admitted the ordinary shares of the Company to trading on the ISDX Growth Market in February 2013 in order to capitalise on such opportunities.

David Page and Nabil Mankarious have over thirty years' experience of founding, operating and building successful restaurant and food service businesses in the UK. Together with Nicholas Donaldson, who has sat on the boards of and advised businesses operating in the restaurant and food service sectors for some twenty years, they have founded the Company to be the platform from which to identify, invest in and operate a range of growth restaurant businesses in the UK, each driven by skilled and incentivised restaurant entrepreneurs and management teams.

The Directors believe that, given their collective experience in the restaurant and food service sectors, they can take advantage of the opportunities which exist in these sectors and create a profitable and sustainable business.

Highlights

•           Net cash as at 31 March 2013 of £784,070

•           Loss for the period ended 31 March 2013 of £125,269

•           Secondary placing raising £580,000 (before expenses) at 4p per share in May 2013

The Company was incorporated in March 2012 and these results cover the period from that date until 31 March 2013. The Company successfully admitted its ordinary shares to trading on the ISDX Growth Market in February 2013.

The Company reported a loss after taxation amounting to £125,269. As at 31 March 2013, the Company had a net cash balance of £784,070.

Placing

Following the year end, in May 2013, the Company completed a placing of 14.5m ordinary shares of 1p each at 4p per share raising £580,000 (before expenses).

Dividends

No final dividend is being proposed by the Board. It remains the Board's policy that, subject to the availability of distributable reserves, dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so.

Current trading and outlook

We continue to seek investment opportunities which have potential for significant capital growth and look forward to the coming financial year with confidence.

David Page

Chairman

12 August 2013

The Directors of Fulham Shore are responsible for the contents of this announcement.

Contacts:

The Fulham Shore plc	Telephone: [phone]
David Page	www.fulhamshore.com
Allenby Capital Limited	Telephone: [phone]
Nick Naylor / Jeremy Porter / James Reeve

The following has been extracted from, and should be read on conjunction with, the Company's audited Annual Report and Accounts for the period ended 31 March 2013.

THE FULHAM SHORE PLC

STATEMENT OF COMPREHENSIVE INCOME

for the period ended 31 March 2013

			Period ended   31 March 2013
	Notes		£
Administrative expenses			(124,777)
Headline operating loss			(124,777)
Share based payments			(520)
Operating loss	1		(125,297)
Finance income	2		28
Loss before taxation			(125,269)
Income tax expense	4		-
Loss for the period attributable to owners of the company			(125,269)
Loss per share
Basic	5		(0.3p)
Diluted	5		N/A

There were no other comprehensive income items.

All operating gains and losses relate to continuing activities.

THE FULHAM SHORE PLC

BALANCE SHEET

31 March 2013

	Notes				2013  £
Non-current assets
Property, plant and equipment	6				32,220
					32,220
Current assets
Other receivables	7				37,353
Cash and cash equivalents	8				784,070
					821,423
Total assets					853,643
Current liabilities
Trade and other payables	9				(61,531)
Total liabilities					(61,531)
Net current assets					759,892
Net assets					792,112
Equity
Share capital	12				557,986
Share premium					358,875
Retained earnings					(124,749)
Total equity attributable to owners of the company					792,112

The financial statements were approved by the board of Directors and authorised for issue on 12 August 2013 and are signed on its behalf by:

Nicholas Donaldson

Director

Company registration number: 07973930

THE FULHAM SHORE PLC

STATEMENT OF CHANGE IN EQUITY

for the period ended 31 March 2013

Attributable to equity holders of the Company
	Share  Capital  £	Share  Premium  £	Retained  Earnings  £	Total  Equity  £
Loss for the period	-	-	(125,269)	(125,269)
Total comprehensive income for the period	-	-	(125,269)	(125,269)
Transactions with owners
Ordinary shares issued (net of expenses)	557,986	358,875	-	916,861
Share based payments	-	-	520	520
Total transactions with owners	557,986	358,875	520	917,381
At 31 March 2013	557,986	358,875	(124,749)	792,112

THE FULHAM SHORE PLC

CASH FLOW STATEMENT

for the period ended 31 March 2013

	Notes		Period ended  31 March 2013  £
Net cash from operating activities	14		(99,843)
Investing activities
Acquisition of property, plant and equipment			(32,976)
Interest received			28
Net cash flow used in investing activities			(32,948)
Financing activities
Proceeds from issuance of new ordinary shares (net of expenses)			916,861
Net cash flow from financing activities			916,861
Net increase in cash and cash equivalents			784,070
Cash and cash equivalents at the end of the period	8		784,070

THE FULHAM SHORE PLC

ACCOUNTING POLICIES

GENERAL INFORMATION 

The Fulham Shore PLC is a public limited company incorporated and domiciled in England and Wales. The Company's ordinary shares are traded on ISDX Growth Market.

BASIS OF PREPARATION 

The financial statements have been prepared under the historical cost convention and, as permitted by EU Law, the Company's Financial Statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS").

The financial statements for the period ended 31 March 2013 are presented in Sterling because that is the primary currency of the primary economic environment in which the Company operates. All values are rounded to the nearest pounds (£) except when otherwise indicated.

At the date of authorisation of these financial statements, the following Standards and Interpretations relevant to the Company operations that have not been applied in these financial statements were in issue but not yet effective:

IFRS 1                          Government loans

IFRS 7                          Financial instruments disclosures

IFRS 9                          Financial instruments

IFRS 10                        Consolidated financial statements

IFRS 11                        Joint arrangements

IFRS 12                        Disclosure of interest on other entities

IFRS 13                        Fair value measurement

IAS 1                            Presentation of financial statements

IAS 12                          Income Taxes

IAS 19                          Employee benefits

IAS 27                          Consolidated and separate financial statements

IAS 28                          Investment and associates

IAS 32                          Offsetting financial assets and financial liabilities

The Directors anticipate that the adoption of these Standards and Interpretations as appropriate in future periods will have no material impact on the financial statements of the Company.

GOING CONCERN

The financial statements have been prepared on a going concern basis. The Board has a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Therefore the Board is satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements.

SIGNIFICANT ACCOUNTING POLICIES

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less depreciation and any recognised impairment loss.  The cost of property, plant and equipment includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is provided on property, plant and equipment at rates calculated to write each asset down to its estimated residual value evenly over its expected useful life, as follows:-

Leasehold properties and improvements         over lease term or renewal term

Plant and equipment                                    20% to 33% straight line

Furniture, fixtures and fittings                        10% to 20% straight line

Residual values, useful lives and methods of depreciation are reviewed and adjusted if appropriate on an annual basis. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal.

The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.

IMPAIRMENT OF ASSETS

At each balance sheet date, the Company reviews the carrying amounts of its property, plant and equipment and intangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement. Where an impairment loss subsequently reverses, the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount, not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years. A reversal of an impairment loss is recognised immediately in the income statement.

FINANCIAL INSTRUMENTS

Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.

TRADE RECEIVABLES

Trade receivables are classified as loans and receivables and are initially recognised at fair value.  They are subsequently measured at their amortised cost using the effective interest method less any provision for impairment.  A provision for impairment is made where there is objective evidence (including customers with financial difficulties or in default on payments), that amounts will not be recovered in accordance with original terms of the agreement.  A provision for impairment is established when the carrying value of the receivable exceeds the present value of the future cash flow, discounted using the original effective interest rate.  The carrying value of the receivable is reduced through the use of an allowance account and any impairment loss is recognised in the income statement.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash in hand and call deposits, and other short term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

TRADE PAYABLES

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

SHARE CAPITAL

Share capital represents the nominal value of ordinary shares issued.

SHARE PREMIUM

Share premium represents the amounts subscribed for share capital in excess of nominal value less the related costs of share issue.

FOREIGN CURRENCIES

Assets and liabilities denominated in foreign currencies are translated into sterling, the presentational and functional currency of the Company, at the rate of exchange ruling at the balance sheet date.  Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction.  All differences are taken to the income statement.

FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets. Interest bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception), and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowing. Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

TAXATION

Income tax expense represents the sum of the current tax payable and deferred tax.

Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may not be taxable or deductible. The Company's liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit or the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been enacted or substantively enacted by the balance sheet date. Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis.

Tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which case the tax is also recognised directly in equity.

LEASES

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the asset to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments as determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in the income statement.

Rentals payable under operating leases are charged to the income statement on a straight line basis over the term of the relevant lease. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term.

PROVISIONS

Provisions are recognised when the Company has a present obligation as a result of a past event and it is probable that the Company will be required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the balance sheet date and are discounted to present value where the effect is material.

RETIREMENT BENEFITS

The amount charged to the income statement in respect of pension costs is the contributions payable to money purchase schemes in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments in the balance sheet.

INTEREST INCOME

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount.

SHARE BASED PAYMENTS

The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.

Fair value is measured using a Black-Scholes valuation model. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

ACCOUNTING PERIOD

The accounts have been prepared for the period from incorporation on 2 March 2012 to 31 March 2013.

ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of the Company's accounting policies, described above, with respect to the carrying amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting year. These judgements, estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, including current and expected economic conditions. Although these judgements, estimates and associated assumptions are based on management's best knowledge of current events and circumstances, the actual results may differ. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised and in any future years affected.

The judgements, estimates and assumptions which are of most significance to the Company are detailed below:

Valuation of share based payments

The charge for share based payments is calculated in accordance with the methodology described in note 13. The model requires highly subjective assumptions to be made including the future volatility of the Company's share price, expected dividend yield and risk-free interest rates.

DEFINITIONS

OPERATING PROFIT

Operating profit is defined as profits from operations after share based payments but before impairment of property, plant and equipment, impairment of goodwill and intangible assets, onerous lease costs, restructuring costs, finance income, finance costs and taxation.

HEADLINE OPERATING PROFIT

Headline operating profit is defined as operating profit before share based payments.

HEADLINE PROFIT BEFORE TAXATION

Headline profit before taxation is defined as profit/loss before taxation before impairment of property, plant and equipment, impairment of goodwill and intangible assets, onerous lease costs, restructuring costs and share based payments.

THE FULHAM SHORE PLC

NOTES TO THE FINANCIAL STATEMENTS

for the period ended 31 March 2013

1	OPERATING LOSS
			Period ended  31 March 2013  £
	Operating loss is stated after charging:
	Depreciation of owned property, plant and equipment		756
	Share based payments		520

Amounts payable to UHY Hacker Young Manchester LLPand their associates in respect of both audit and non-audit services:

			Period ended  31 March 2013  £
	Audit services
	- Statutory audit of company accounts		7,000
	Other services relating to taxation
	- Compliance services		1,250
	Corporate finance transaction services
	- Company flotation		3,000
			11,250

2	FINANCE INCOME
			Period ended  31 March 2013  £
	Interest on deposits		28

3	EMPLOYEES
			Period ended  31 March 2013  No.
	The average monthly number of persons (including Directors) employed by the company during the period was:
	Administration and management		3

			Period ended  31 March 2013  £
	Staff costs for above persons
	Salaries and fees		3,750
	Social security costs		173
	Share based payments		520
			4,443

DIRECTORS' REMUNERATION

The remuneration of Directors, who are the key management personnel of the company, is set out in aggregate below. Further details of directors' emoluments can be found in the Report on Directors' Remuneration contained in the Annual Report and Accounts.

			Period ended  31 March 2013  £
	Salaries, fees and other short term employee benefits		3,750
	Share based payments		520
			4,270

No directors exercised any share options in the period ended 31 March 2013 and no directors received any pension benefits.

Included above are fees of £1,250 paid to London Bridge Capital Limited for providing the services of NJ Donaldson as a director.

4	INCOME TAX EXPENSE
			Period ended  31 March 2013  £
	Based on the result for the period:
	UK corporation tax at 20%		-
	Total tax expense in the income statement		-
	Factors affecting tax charge for period:		Period ended  31 March 2013  £
	Loss before taxation		(125,269)
	Taxation at UK corporation tax rate of 20%		(25,054)
	Tax effect of capital allowances in advance of depreciation		(6,340)
	Tax effect of loss carried forward		31,394
	Total income tax expense in the income statement		-

Factors that may affect tax charges are disclosed in note 11.

5          LOSS PER SHARE

				Period   ended  31 March 2013  £
	Loss for the purposes of basic and diluted earnings per share:			(125,269)
	Share based payments			520
	Headline loss for the period of the purposes of headline basic and diluted earnings per share:			(124,749)
				Period  ended  31 March 2013  No.
	Weighted average number of ordinary shares in issue for the purposes of basic earnings per share			37,860,185

As the company reports a loss for the period, under IAS33, the share options in issue during the period are not considered dilutive. Further details of the share options that could potentially dilute basic earnings per share in the future are provided in note 13.

			Period ended  31 March 2013
	Earnings per share:
	Basic		(0.3p)
	Headline Basic		(0.3p)

6	PROPERTY, PLANT AND EQUIPMENT

			Leasehold  improvements  £	Plant and  equipment  £	Furniture,  fixtures  and  fittings  £	Total  £
	Cost
	Additions		3,375	25,421	4,180	32,976
	31 March 2013		3,375	25,421	4,180	32,976
	Accumulated depreciation
	Charge in the period		94	614	48	756
	31 March 2013		94	614	48	756
	Net book value
	31 March 2013		3,283	24,806	4,132	32,220

All depreciation charges have been recognised in administrative expenses in the income statement.

All non-current assets are located in the United Kingdom.

7	OTHER RECEIVABLES
					2013  £
	Included within current assets:
	Other receivables				531
	Other taxation and social security costs				28,545
	Prepayments and accrued income				8,277
					37,353

Other receivables are denominated in sterling. The Board believes that the balances are recoverable in full and therefore no impairments are required.

The Company holds no collateral against these receivables at the balance sheet date. The Directors consider that the carrying amount of other receivables approximates to their fair value.

8	CASH AND CASH EQUIVALENTS
					2013  £
	Cash at bank and in hand				784,070
	Cash and cash equivalents as presented in the balance sheet				784,070

Bank balances comprise cash held by the company on a short term basis with maturity of three months or less. The carrying amount of these assets approximates their fair value.

9	TRADE AND OTHER PAYABLES
					2013  £
	Included in current liabilities:
	Trade payables				49,231
	Other taxation and social security payable				223
	Accruals and deferred income				12,077
					61,531

Trade payables were all denominated in sterling and comprise amounts outstanding for trade purchases and ongoing costs.

The Directors consider that the carrying amount of trade payables approximate to their fair value.

10	FINANCIAL INSTRUMENTS

The Company's policies as regards financial instruments are set out in the accounting policies. The Company does not trade in financial instruments.

Capital Risk Management

The Company manages its capital to ensure that it will be able to continue as a going concern whilst maximising the return to stakeholders through the optimisation of the capital structure.

The capital structure of the Company consists of cash and cash equivalents and equity attributable to equity holders of the Company.

The Company is not subject to any externally imposed capital requirements.

Liquidity Risks

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company's short, medium and long term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. The Company has no undrawn facilities at its disposal.

Trade and other receivables and trade and other payables are all non-interest bearing.

Weighted average interest rates paid during the period for sterling cash deposits were 0%.

Foreign Exchange Risks

The Company had no currency exposures at 31 March 2013.

Credit Risks

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the company. The Company adopts a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss from defaults. The Company's exposure and the credit ratings of its counterparties are continuously monitored.

Fair Values of Financial Assets and Financial Liabilities

The fair value amounts of the Company's financial assets and liabilities as at 31 March 2013 did not materially vary from the carrying value amounts.

11		DEFERRED TAXATION
						2013  £
	Accelerated tax depreciation					6,444
	Tax losses					(6,444)
						-

There are losses of £150,000 which, subject to agreement with HM Revenue & Customs, are available to offset against future profits. A deferred taxation asset in respect of these losses of £24,000 has not been recognised in the financial statements. Although the directors were confident that the company would achieve future profitability in line with current expectations, the timing of such profits was uncertain and therefore the directors did not recognise the entire deferred tax asset.

12	SHARE CAPITAL
			2013  £
	Allotted, issued called up and fully paid:
	55,798,600 ordinary shares of 1p each		557,986

The Company has one class of ordinary share which carries no rights to fixed income.

On 2 March 2012 the one Ordinary Share of £1.00 in issue in the capital of the Company was sub-divided into 100 Ordinary Shares of £0.01 each in the capital of the Company.

On 20 March 2012, 19,911,000 Ordinary Shares of £0.01 were issued by the Company and were allotted for cash at £0.01 per Ordinary Share, credited as fully paid.

On 3 September 2012, a further 35,387,500 Ordinary Shares of £0.01 were issued by the Company and were allotted for cash at £0.02 per Ordinary Share, credited as fully paid.

On 13 November 2012, a further 150,000 Ordinary Shares of £0.01 were issued by the Company and were allotted for cash at £0.02 per Ordinary Share, credited as fully paid.

On 20 February 2013, a further 350,000 Ordinary Shares of £0.01 were issued by the Company and were allotted on the exercise of warrants in the company at £0.02 per Ordinary Share, credited as fully paid.

13	SHARE BASED PAYMENTS

The company currently uses a number of equity settled share plans to grant options to its Directors and employees.

The Company operates two share option plans:

·      Enterprise Management Incentive ("EMI") Share Option Plan;

·      Unapproved Share Option Plan

The Company's Share Option Plans provide for a grant price equal to the average quoted market price of the Company shares on the date of grant. The vesting period on all Share Option Plans is 3 years with an expiration date 7 years from the date of grant. Furthermore, share options are forfeited if the employee leaves the Company before the options vest unless forfeiture is waived at the discretion of the Remuneration Committee, if established, or the Board.

Outstanding share options to acquire ordinary shares of 1 pence each as at 31 March 2013 are as follows:

			2013  '000
	Granted during the period		3,348
	31 March 2013		3,348

	Weighted average exercise price		2013  £
	Granted during the period		0.02
	31 March 2013		0.02

Outstanding and exercisable share options to acquire ordinary shares of 1 pence each as at 31 March 2013 are as follows:

For the period ended 31 March 2013
		Options outstanding			Options exercisable
	Range of exercise prices	Number  of  shares  '000	Weighted  average  exercise  price  £	Weighted  average  remaining  contractual  life  months	Number  of  shares  '000	Weighted  average  exercise  price  £	Weighted  average  remaining  contractual  life  months
	EMI
	£0.02	2,232	0.02	83	-	-	-
	Unapproved
	£0.02	1,116	0.02	83	-	-	-

During the period ended 31 March 2013, the market price of ordinary shares in the Company ranged from £0.02 to £0.08. The share price as at 31 March 2013 was £0.08.

The fair value of the options is estimated at the date of grant using a Black-Scholes valuation model.

Expected life of options used in the model is based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

As the Company had no historical data at the date of grant, the Company has calculated the historical 90 days volatility over the 180 days since flotation. The aggregate of the estimated fair values of the share options granted on those dates is £19,000. The inputs to the Black Scholes model were as follows:

Weighted average expected life                           5 years

Weighted average exercise price                         2 pence

Risk free rate                                                     0.344%

Expected volatility                                              32.5%

14	NOTE TO CASH FLOWS STATEMENTS
			Period ended  31 March 2013  £
	Reconciliation of net cash flows from operating activities
	Loss before taxation		(125,269)
	Adjustments
	Finance income		(28)
	Depreciation and amortisation		756
	Share based payments expense		520
	Operating cash flows before movements in working capital		(124,021)
	Increase in trade and other receivables		(37,353)
	Increase in payables		61,531
	Net cash from operating activities		(99,843)

15	FINANCIAL COMMITMENTS

At the balance sheet date, the Company had no outstanding operating lease arrangements or capital commitments contracted for but not provided for in the financial statements.

16         SUBSEQUENT EVENTS

Following the year end, the Company completed a placing of 14,500,000 ordinary shares of 1p each raising £580,000 (before expenses).

17         RELATED PARTY DISCLOSURES

Remuneration of key management personnel

The remuneration of the directors, who are the key management personnel of the Company is provided in the Report on Directors Remuneration contained in the Annual Report and Accounts, and in note 3. Details of share options granted to Directors are also shown in the Report on Directors Remuneration.

Other related party transactions

During the period ended 31 March 2013, the Company received office services from The Real Greek Food Company Limited, a company in which DM Page, NAG Mankarious and NJ Donaldson are directors. For these services, the Company was invoiced £9,000 plus VAT by The Real Greek Food Company Limited during the period and the balance outstanding at 31 March 2013 was £4,800.

During the period ended 31 March 2013, the Company received consultancy services from London Bridge Capital Limited, a company in which NJ Donaldson is a Director, For the provision of NJ Donaldson's services during the period, the Company was invoiced £1,250 plus VAT by London Bridge Capital Limited. For the provision of services as the joint Financial Advisor of the Company, the Company was invoiced £10,000 plus VAT by London Bridge Capital Limited during the period.  The balance outstanding at 31 March 2013 was £Nil.

During the period ended 31 March 2013, the sum of £19,086 was loaned to the Company by David Page, a director of the Company and was repaid by the Company during the period.

Included in other receivables are amounts of £531 due from companies in which DM Page and NAG Mankarious are materially interested.

 

END

 

 

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