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: 07836 346 934

David Page

www.fulhamshore.com



Allenby Capital Limited

Telephone: 020 3328 5656

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


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





             

 




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.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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