Final Results

RNS Number : 5509U

Cholet Investments PLC

23 December 2011

 

23 December 2011

Cholet Investments plc

("Cholet" or the "Company")

Final Results for the year ended 30 September 2011

CHAIRMAN'S STATEMENT

Introduction

As announced on 24 November 2010 the Company received settlement in full in respect of its insurance claim for a deposit paid to Henry Homes (Wallington) Limited on commencement of the Canon House development project. Following the receipt of this claim the Company's only assets were its cash balances; most of this cash was distributed to shareholders by way of a redemption of shares, further details of which are set out below.

Subsequent to the various resolutions passed at the Extraordinary General Meeting held on 31 March 2011 (the "EGM Resolutions") various changes were effected during this year and are summarised below. Most significantly the Company's objective on continuation was to undertake an acquisition or acquisitions which would constitute a reverse takeover under AIM rules. In accordance with Rule 15 of the AIM Rules, having not completed an acquisition within one year of becoming an investing company, trading in the Company's Ordinary Shares on AIM was suspended on 25 November 2011. The Company has identified a candidate company for such a reverse takeover and the Company's Circular (the "Circular") posted to all shareholders together with this Annual Report provides details of the proposed transaction.

Save where the context requires otherwise, defined terms used in this statement have the same meaning as given in the Circular.

Performance

The audited net asset value ("NAV") of the Company at 30 September 2011 was £266,392 (2010: £1,556,858). The NAV per ordinary share was 5.2p compared with 69.8p at 30 September 2010. The Company's share price at the start of the year was 4p and was 4.75p at the end of the year. The Company's share price closed at 4.75p on 25 November 2011. These prices and values reflect the reorganisation of the Company's share capital and other changes made during the year.

Redemption of shares and reorganisation of capital

Consequent to the passing of the relevant EGM Resolutions and the election of shareholders, the Company redeemed 90.6 per cent. of its existing issued participating share capital on 1 April 2011. A total of 2,020,754 participating shares were redeemed at 71p per share representing an aggregate redemption of £1,434,735.34. These shares were subsequently cancelled. Also on the same date each of the remaining shares in issue was replaced by ten new shares, such that the Company's entire issued share capital admitted to AIM on 1 April 2011 amounted to 2,098,830 new ordinary shares.

Deregulation, reclassification, change of name and changes in board composition

On 31 March 2011 the Jersey Financial Services Commission gave its consent to the deregulation and reclassification of the Company, formerly structured as a Collective Investment Fund, as a Jersey registered ordinary operating company. Following the passing of the relevant EGM Resolution and on the same date the Company changed its name to Cholet Investments plc and, reflecting the adoption of a new investment policy, Brian Howard replaced Donald Reid as a non-executive director of the Company.

New investing policy

Consequent to the passing of the relevant EGM Resolutions the Company continues as an "investing company" under the AIM rules but with a new objective; that objective being to make an acquisition or acquisitions which would constitute a reverse takeover under Rule 14 of the AIM Rules by 24 November 2011 (the date twelve months following the date on which the Company divested of all of its property assets).

In particular and as a result of the relevant EGM Resolutions passed, the Directors have sought to acquire a company/business or companies/businesses in the waste or waste to energy sector in exchange for the issue of ordinary shares. Development Capital Management Limited, in its capacity as consultant to the Company, has assisted in the process of reviewing a number of potential target companies. It became apparent during this review period that those target companies in the preferred sector of waste feed stock were not suitable for a reverse takeover either within the budget or timescale available to the Company.

Other companies with waste related activities were reviewed by the Company and One Delta Limited was considered to be the most suitable and attractive as a target for a reverse takeover. One Delta Limited offered the opportunity of a pre-revenue acquisition with opportunities for growth and development both in the UK and internationally, as well as the existence of a strong management team.

Issue of equity

Pursuant to the passing of the relevant EGM Resolutions, the Company completed a placing of 3,000,000 new ordinary shares in the capital of the Company at a price of 5p per share on 2 June 2011. As a result of the admission of the placing shares to trading on AIM on 8 June 2011, the Company now has 5,098,830 ordinary shares in issue.

Change of accounting policy

The audited financial statements for the year ended 30 September 2010 were prepared on a break up basis but following on from the passing of the EGM Resolutions on 31 March 2011, the financial statements for the year to 30 September 2011 are prepared on a going concern basis.

Reverse takeover

The Circular posted to all shareholders together with this Annual Report provides details of the proposed transaction.

Roger King

Chairman

22 December 2011

For further information contact:

Development Capital Management	Tel: [phone]
Andy Gardiner
Merchant Securities Limited
Simon Clements/Virginia Bull	Tel: [phone]

Statement of Comprehensive Income

			Year ended 30 September 2011			Year ended 30 September 2010
			Revenue	Capital	Total	Revenue	Capital	Total
	Note		£	£	£	£	£	£
Realised gains on sale of property			-	-	-	-	36,316	36,316
Realised gains on investments held at fair value through profit or loss			-	-	-	-	4,820	4,820
Unrealised losses on investments held at fair value through profit or loss			-	-	-	-	(6,935)	(6,935)
Interest income		2	2,290	-	2,290	40,457	-	40,457
Rental income		2	380	-	380	47,838	-	47,838
Investment management fee		3	(88,288)	-	(88,288)	(194,223)	-	(194,223)
Other income			15,795	-	15,795	-	-	-
Deposit recovered			-	-	-	-	1,099,997	1,099,997
Rental expenses		4	(70)	-	(70)	(7,708)	-	(7,708)
Other expenses		4	(201,362)	-	(201,362)	(345,133)	-	(345,133)
Net profit/(loss) on ordinary activities before taxation			(271,255)	-	(271,255)	(458,769)	1,134,198	675,429
Taxation		5	-	-	-	(9,568)	-	(9,568)
Provision for winding down expenses		4	265,524	-	265,524	(165,524)	-	(165,524)
Net profit/(loss) and total comprehensive income for the year			(5,731)	-	(5,731)	(633,861)	1,134,198	500,337
Basic earning per share (pence)			(0.2)	-	(0.2)	(13.7)	24.5	10.8

Notes

(a)  The total column of this statement represents the profit and loss of the Company.

(b)  Items in the above statement include provisions for an orderly winding down of operations.

(c)  The Company has no recognised gains or losses other than those disclosed in the Statement of Comprehensive Income.

(d)  The profit/(loss) per share is calculated on the weighted average number of Participating Shares in issue during the year.

(e)  There were no items of Other Comprehensive Income for the year and consequently Net Profit was equal to Total Comprehensive Income.

Statement of Financial Position

		2011		2010
	Notes	£		£
Current assets
Other receivables		3,375		1,108,735
Cash and cash equivalents		310,096		784,771
Total assets		313,471		1,893,506
Current liabilities
Other payables		47,079		71,124
Provision for winding down expenses	6	-		265,524
		47,079		336,648
Net Assets		266,392		1,556,858
Equity
Stated capital		3,208,910		4,493,645
Capital reserve		(706,395)		(706,395)
Issue costs reserve		(679,868)		(679,868)
Revenue reserve		(1,556,255)		(1,550,524)
Total shareholders' funds (all equity)		266,392		1,556,858
Net asset value per share (pence)	7	5.2		69.8

Statement of Cash Flows

	2011		2010
	£		£
Net cash (outflow) from operating activities after interest and before taxation	(292,466)		(317,608)
Income tax paid	-		(2,588)
Investing activities
Interest income received	2,529		4,500
Sale of investment property	-		1,967,500
Sale of investments	-		103,307
Deposit recovered	1,099,997		-
Net cash inflow from investing activities	1,102,526		2,075,307
Financing activities
Shares issued	150,000		-
Partial redemptions of shares	(1,434,735)		(6,011,509)
Net cash outflow from financing activities	(1,284,735)		(6,011,509)
Net decrease in cash and cash equivalents	(474,675)		(4,256,398)
Cash and cash equivalents at the start of the year	784,771		5,041,169
Cash and cash equivalents at the end of the year	310,096		784,771

Statement of Changes In Equity

	Stated Capital	Capital Reserves	Issue Costs Reserve	Revenue Reserve	Total
	£	£	£	£	£
For the year ended 30 September 2011
At 1 October 2010	4,493,645	(706,395)	(679,868)	(1,550,524)	1,556,858
Profit for the year	-	-	-	(5,731)	(5,731)
Other comprehensive income	-	-	-	-	-
Total comprehensive income for the year	-	-	-	(5,731)	(5,731)
Partial redemptions of participation shares	(1,434,735)	-	-	-	(1,434,735)
Issue of participation shares	150,000	-	-	-	150,000
At 30 September 2011	3,208,910	(706,395)	(679,868)	(1,556,255)	266,392
For the year ended 30 September 2010
At 1 October 2009	10,505,154	(1,840,593)	(679,868)	(916,663)	7,068,030
Profit for the year	-	1,134,198	-	(633,861)	500,337
Other comprehensive income	-	-	-	-	-
Total comprehensive income for the year	-	1,134,198	-	(633,861)	500,337
Partial redemptions of participation shares	(6,011,509)	-	-	-	(6,011,509)
At 30 September 2010	4,493,645	(706,395)	(679,868)	(1,550,524)	1,556,858

Notes

(a)        The capital reserve arose from recognised losses on property development and holding.

(b)        The issue costs reserve arose from expenses incurred on a share issue in 2006.

Notes To The Financial Statements

1.     General information

Cholet Investments plc (the "Company") was incorporated on 22 April 2003 in Jersey as The Off-Plan Fund Limited and the Company changed its name on 31 March 2011. The principal activity of the Company changed during the year from that of a Jersey registered Investment Company formed to invest in UK residential development property via the off-plan market to a Jersey registered ordinary operating company with the objective of acquiring, by reverse takeover under AIM Rule 14, companies or businesses within the waste industry sector.

The registered office is Union House, Union Street, St Helier, Jersey JE2 3RF.

These financial statements have been approved for issue by the board of directors on 22 December 2011.

2.     Accounting policies

(a)   Basis of preparation

The annual financial statements have been prepared under the historical cost convention, as modified to include the revaluation of quoted investments and investment properties and in accordance with applicable Accounting Standards and the Statement of Recommended Practice for "Financial Statements of Investment Trust Companies" issued in January 2003 and amended in December 2005. Applicable Accounting Standards for these purposes are International Financial Reporting Standards ("IFRS"), as adopted by the European Union.

Statement of Compliance

The financial statements have been prepared in accordance with IFRS as adopted by the European Union.

Going Concern

At the Extraordinary General Meeting of the Company held on 4 December 2009, a resolution proposed, and passed was to commence an orderly winding down of its activities. The financial statements for 2010 were not prepared on the going concern basis because the Company was winding down.

The effect on the financial statements for the year ended 30 September 2010 was that all assets and liabilities were disclosed as current, and the accounting effect was that the assets and liabilities are recognised at their realisable amounts net of costs of sale (or best estimate thereof). In addition, provision was made for future costs to completion of the orderly wind down of the Company's activities.

At the Extraordinary General Meeting held on 31 March 2011 a resolution proposed and passed resulted in the Company continuing with changed objectives as noted above. In consequence the financial statements for the year ended 30 September 2011 have been prepared on a going concern basis, and corresponding amounts have been adjusted accordingly.

2.     Income

		2011	2010
		£	£
Income from fixed interest securities		-	1,603
Deposit interest		2,290	38,854
Interest income		2,290	40,457
Rental income		380	47,838
		2,670	88,295

3.     Management fee

		2011	2010
		£	£
Management fee		88,288	194,223

The management fees paid to the Manager and Promoter were 2 per cent per annum of the net asset value of the fixed income portfolio held by the Company, plus any cash amount of deposits paid and outstanding in respect of property contracts yet to complete. In July 2009 the fee was reduced to £175,000 per annum. During the year, following the continuation resolution on 12 April 2011 the Company continued as a cash shell and a consultancy fee of £25,000 per annum shall continue to be payable.

4.     Other operating expenses

		2011		2010
		£		£
Legal fees	91,456		221,685
Administration and secretarial services	41,614		57,144
Directors' remuneration	40,333		40,000
Auditors' fees - for audit services	12,700		5,700
Miscellaneous expenses	15,259		20,604
Other expenses		201,362		345,133
Rental expenses		70		7,708
Provision for winding down expenses		(265,524)		165,524
		(64,092)		518,365

5.     Tax

Profits arising in the Company for the 2011 Year of Assessment will be subject to Jersey Income Tax at the rate of 0% (2010: 0%).

		2011	2010
		£	£
Reconciliation of taxable profit
Net profit/(loss) on ordinary activities before finance costs and taxation		(271,255)	675,429
Adjustment for disallowable income and expenses		271,255	(627,591)
Taxable profit		-	47,838
Income tax @ 20% (2010: 20%)		-	9,568
Effect of different rate		-	-
Total current tax		-	9,568

6.     Provision for winding down expenses

		2011	2010
		£	£
Legal fees		-	10,000
Administration and secretarial services		-	27,125
Directors' remuneration		-	23,333
Auditors' fees		-	2,500
Miscellaneous expenses		-	202,566
		-	265,524

7.     Net asset value per share

		Net asset value attributable per share
		2011	2010
		p	p
Participating shares		5.2	69.8
		Net asset value
		2011	2010
		£	£
Participating shares		266,392	1,556,858

8.     Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary

equity holders of the Company by the weighted average number of participating ordinary shares outstanding during the year.

Diluted earnings per share are not applicable to the Company, since there is only one participating class of share issued by the Company.

The following reflects the income and share data used in the basic earnings per share computation:

		2011	2010
(Loss)/profit attributable to ordinary shareholders		£ (5,731)	£ 500,337
Weighted average of shares in issue		2,869,107	4,632,365
Basic (loss)/earnings per share		(0.2)p	10.8p

9.    Availability of Report and Accounts

Copies of the Report and Accounts will be posted to shareholders today and will be available from the Company's registered office 8th Floor, Union House, Union Street, St Helier, Jersey JE4 8TQ, and on the Company's website www.choletinvestments.com.

 

END

 

 

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