Preliminary Results and Notic

RNS Number : 2160Y

St Helen's Capital PLC

28 August 2009

 



St Helen's Capital Plc

("St Helen's Capital" or the "Company")

Unaudited Preliminary Results, Proposed Disposal of Business,

Adoption of Investing Policy and Notice of General Meeting

for the year ended 31 March 2009

St Helen's Capital (AIM: SHCP.L) today announces its unaudited preliminary results for the year ended 31st March 2009.

Chairman's Statement

When I reported St Helen's Capital's interim results in December 2008, I was hopeful that market conditions would improve. Unfortunately, and despite the fact that the main global equities markets in larger companies have since staged a rally, smaller quoted companies have generally remained out of favour with both institutional and private investors.

Against the backdrop of a general global economic downturn, St Helen's Capital has not completed any fund raisings for its publicly quoted clients during the reporting period, which reflects the lack of confidence in the prospects for smaller quoted companies. 

Whilst the Company has had some recent success in securing new client mandates and completing equity fund raisings, all of these have been "off market" or pre-IPO situations, and have generally involved raising small amounts of capital. As a result, little revenue has been generated and the Company has been, and continues to be, loss making on a month by month basis.

St Helen's Capital has a portfolio of existing clients generating regular retainer revenues, although a number of these have either terminated the services of St Helen's Capital, delisted from AIM or PLUS or simply ceased to trade altogether. As a result, the level of annual retainer fees has declined; again, this is partially a symptom of the general market malaise and, in some cases, a reflection of the fact that St Helen's Capital is not an integrated broking house with a NOMAD function. AIM listed companies need the services of a NOMAD at all times, and it is particularly the case that the broking function is a secondary consideration for companies, particularly when institutions are not investing in small cap companies and they are looking to make cost savings. 

Proposed Disposal of Business

With the above in mind, the Board of St Helen's Capital (the "Board") has been in conversations over recent months with a number of parties concerning the possibility of merging the Company's business with one, or more, similar businesses. Accordingly, the Board announces that, subsequent to the announcement of 21 July 2009, it has signed a sale and purchase agreement (the "SPA") with Whim Gully Capital LLP, the material terms of which are as described in that announcement, save for the cash consideration which has been agreed at £200,000. The SPA is binding subject to shareholder approval being granted at a general meeting (the "General Meeting).

Notice of General Meeting

Further details of the Disposal and the proposed Investing Policy are set out in the General Meeting circular (the "Circular") which the Company has today posted to shareholders and will shortly be available to download from the Company's website www.sthelenscapital.com. The Circular includes the formal notice convening the General Meeting of the Company at 11.00 a.m. on 14 September 2009.

Mark Warde-Norbury

Chairman

28 August 2009

**ENDS**

Enquiries:

St Helen's Capital Plc                                                  Tel: [phone]

Mark Warde-Norbury

Strand Partners Limited (Nominated Adviser)                Tel: [phone]

James Harris / James Spinney

St Helen's Capital Plc
Income Statement
Year ended 31 March
					2009	2008
					(£)	(£)
Continuing operations
Revenue					1,065,532	2,718,529
Cost of sales					(76,678)	(262,239)
Gross profit					988,854	2,456,290
Administrative expenses					(2,305,869)	(2,490,510)
Operating loss					(1,317,015)	(34,220)
Investment revenues					53,176	96,514
Other gains and losses					(61,434)	79,067
Finance costs					-	(100)
Profit/ (loss) before tax					(1,325,273)	141,261
Corporation tax credit/ (charge)					19,283	(19,283)
(Loss)/Profit for the period					(1,305,990)	121,978
(Loss)/Earnings per share
Basic (pence)					(3.07)	0.30
Diluted (pence)					(3.07)	0.29
St Helen's Capital Plc
Balance Sheet
As at 31 March
					2009	2008
					(£)	(£)
ASSETS
Non current assets
Property, plant and equipment					36,929	77,844
Current assets
Available for sale investments					116,681	357,709
Trading investments					7,497	67,629
Trade and other receivables					322,279	282,310
Cash and cash equivalents					750,921	1,816,395
					1,197,378	2,524,044
Total assets					1,234,307	2,601,888
LIABILITIES
Current liabilities
Trade and other payables					(133,144)	(219,121)
Corporation tax					-	(19,283)
Total current liabilities					(133,144)	(238,404)
Net assets					1,101,163	2,363,484
EQUITY
Capital and reserves attributable to equity shareholders
Share capital					2,137,055	2,132,800
Share premium account					1,177,453	1,171,708
Revaluation reserves					36,772	133,712
Other reserves					603,591	363,316
Retained earnings					(2,853,708)	(1,438,052)
Total equity					1,101,163	2,363,484
St Helen's Capital Plc
Statement of Changes in Equity
Year ended 31 March
				Share capital	Share premium	Revaluation reserve	Other reserves	Retained earnings
				(£)	(£)	(£)	(£)	(£)
Balance at 31 March 2007				1,366,085	408,432	150,247	105,816	(1,560,030)
Profit for the period				-	-	-	-	121,978
Issue of ordinary share capital				766,715	763,276		-	-
Revaluation during the period				-	-	(16,535)	-	-
Provision for share-based payments				-	-	-	257,500	-
Balance at 31 March 2008				2,132,800	1,171,708	133,712	363,316	(1,438,052)
Loss for the period				-	-	-	-	(1,305,990)
Issue of ordinary share capital				4,255	5,745	-	-	-
Revaluation during the period				-	-	(96,940)	-	(133,888)
Release of reserve for lapsed options				-	-	-	(24,222)	24,222
Provision for share-based payments				-	-	-	264,497	-
Balance at 31 March 2009				2,137,055	1,177,453	36,772	603,591	(2,853,708)
Movements on the Revaluation reserve consist of:							2009	2008
	Unrealised gains/(losses)						(104,053)	46,435
	Release of unrealised gains to Profit and Loss						7,113	(62,970)
							(96,940)	(16,535)
Other reserves consist of:							2009	2008
	Reserve for employee share ownership plan ('ESOP')						(50,254)	(50,254)
	Reserve for share based payments						653,845	413,570
							603,591	363,316
The Reserve for the ESOP comprises 232,603 shares in the Company held in an ESOP Trust. As at 31 March 2009
and 2008, none of the shares had been unconditionally granted to any of the Company's employees and had an
aggregate market value of £4,652 (2008: £30,820).
St Helen's Capital Plc
Cash Flow Statement
Year ended 31 March
					2009	2008
					(£)	(£)
Net cash from operating activities
Operating loss					(1,317,015)	(34,220)
Depreciation					52,500	10,000
Profit on disposal of fixed assets					-	-
Share based payments					264,497	257,500
Operating cash flows before movements in working capital					(1,000,018)	233,280
Movement in working capital
Decrease/(increase) in receivables					(39,966)	(129,697)
Increase/(decrease) in payables					(66,694)	(28,825)
Income taxes paid					(19,283)	-
					(125,943)	(158,523)
Operating cash flow					(1,125,961)	74,758
Investment activities
Interest receivable					53,176	96,514
Proceeds from disposal of tangible fixed assets					-	-
Proceeds on disposal of trading investments					5,933	93,274
Proceeds on disposal of available for sale investments					2,964	228,935
Expenditure on tangible fixed assets					(11,585)	(87,844)
Expenditure on trading investments					-	-
Expenditure on available for sale investments					-	(104,362)
Release/ -placing of funds on fixed term deposits					1,500,000	(1,500,000)
Cash flow from investing activities					1,550,488	(1,273,483)
Financing
Issue of share capital					10,000	1,529,990
Interest payable					0	(100)
Cash flow from financing activities					10,000	1,529,890
Net increase/(decrease) in cash
and cash equivalents					434,526	331,164
Cash and cash equivalents at start of period					316,395	(14,769)
Cash and cash equivalents at end of period					750,921	316,395
Increase/(decrease) in cash and cash equivalents					434,526	331,164

1. Significant accounting policies

a. Basis of accounting

The company's financial statements have been prepared in accordance with IFRS and International

Financial Reporting Interpretations Committee ('IFRIC') interpretations adopted by the European Union,

and with those parts of the Companies Act 1985 applicable to companies reporting under IFRS, with

the prior periods being reported on the same basis.

The financial statements have been prepared on the historical cost basis as modified by the valuation of

certain financial instruments, as described below.

The Company holds one 100% owned subsidiary undertaking, St Helen's Capital Group Limited, a dormant

company, registered in England and Wales, Registered No. 5814084, with a Share Capital of £1. As the group

accounts are virtually identical to those of the Company, the Directors have determined not to present separate

accounts for the Group on the grounds of materiality.

The principal accounting policies are set out below.

b. Financial risk management objectives and policies

The Company's principal financial assets are cash and cash equivalents, trade and other receivables

and investments. The Company's credit risk is primarily attributable to its trade receivables and its market risk

is primarily attributable to its investments. The amounts presented in the Balance Sheet are net of allowances

for impairment of receivables.

c. Financial instruments

Available for sale investments

Available for sale investments are initially measured at cost, including transaction costs. At each

reporting date these instruments are measured at their fair values and resultant gains and losses,

after adjusting for taxation, are recognised directly in equity via the revaluation reserve, until the

security is disposed of or is determined to be impaired, at which time the cumulative gain or loss

previously recognised in equity is included in the net profit or loss for the period.

Trading investments

Investments held for trading consist of options held in quoted companies, which are held at fair

value. At each reporting date fair value is re-assessed and resultant gains and losses are included

directly in net profit and loss for the period.

Trade and other receivables

Trade and other debtors are measured at fair value.

Appropriate allowance for estimated irrecoverable amounts is recognised in the Income Statement where

there is objective evidence that the asset is impaired. The allowance recognised is measured as the

difference between the carrying amount and the present value of estimated future cash flows discounted

at the effective interest rate computed at initial recognition.

Trade and other payables

Trade and other payables are measured at fair value.

Financial liabilities and equity

Financial liabilities and equity instruments are classified according to the substance of the

contractual arrangements entered into. An equity instrument is any contract that evidences a residual

interest in the assets of the company after deducting all of the liabilities.

d. Foreign currencies

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are

reported at the rates of exchange prevailing at that date. Gains and losses arising during the period

on transactions denominated in foreign currencies are treated as normal items of income and

expenditure in the Income Statement.

e. Operating leases

Rentals payable under operating leases are charged to income on a straight-line basis over the term

of the relevant lease.

f. Property, plant and equipment

Property, plant and equipment are stated at cost, net of depreciation and any provision for impairment.

Depreciation is provided at rates calculated to write off the cost, less estimated residual value, of

each asset evenly over its estimated useful life as follows:

Leasehold improvements are depreciated over the term of the lease.

Computer equipment and software is written off in the period of purchase.

At each reporting date the net book value of these assets is compared against their economic value,

and resulting impairments in value are written off in the Income Statement for the period.

g. Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits and fixed term deposits of less

than one year (see note 17).

h. Taxation

The company has not achieved taxable profits during the period under review, accordingly there is

no tax liability.

The company had trading losses available to carry forward at 31st March 2009 of approximately

£2.1m (2008: £1.3m). No deferred tax has been recognised in respect of trading profit as there

was insufficient evidence available as to the timing of any future recovery.

In future years mainstream corporation tax is likely to be payable, which will be based on taxable

profit for the year. Taxable profit differs from net profits as reported in the Income Statement because

it excludes items of income or expense which are taxable or deductible in other years and it further

excludes items which are never taxable or deductible. The Company's liability for current tax will be

calculated using tax rates which have been enacted or substantively enacted by the Balance Sheet

date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying

amounts of assets and liabilities in the Financial Statements and the corresponding tax bases in the

computation of taxable profit, and is accounted for using the Balance Sheet Liability Method. Deferred

tax liabilities are generally recognised for all 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 used. 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 effects

neither the tax profit nor 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 rates that are expected to apply in the period when the liability is

settled or the asset realised. Deferred 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 deferred tax is also

dealt with in equity.

Deferred 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 relate to income taxes levied by the same tax

authority and the Company intends to settle its current tax assets and liabilities on a net basis.

i. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents

amounts receivable for services provided in the normal course of business, net of discounts, VAT, and

other sales related taxes.

Revenue comprises broking commissions, and retainer fees for corporate finance advisory services.

Where the revenue is success-fee based, it is taken to the Income Statement on the successful

completion of the transaction. Retainer fees are taken to the Income Statement pro-rata to the period

invoiced.

Interest income is based on the effective rate applicable for the period during which demand

deposits are held.

j. Employee share ownership plans trust ('ESOP')

The ESOP trust is accounted for in line with IAS 32, 'Financial Instruments - Presentation', re: treasury shares

whereby shares have been shown at cost in a separate Reserve as a deduction from Shareholders' Funds.

k. Share based payments

The company has made share-based payments to certain directors and employees through the issue

of options. The fair value of these payments is calculated at the date of grant through the use of a

binomial pricing model. The expense is recognised on a straight-line basis over the vesting period,

based on the Company's estimate of shares that will eventually vest.

l. General information

At the date of authorisation of the financial statements, the following Standards and Interpretations

(relevant to the company's activities) which have not been applied in the financial statements

were in issue but not yet effective.

IFRS 8 - Operating Segments and the revised IAS 1, Presentation of Financial Statements.

It is not anticipated that the adoption of these accounting standards will have a significant effect on the Financial

Standards.

2. Critical accounting judgement and key sources of estimation uncertainty.

Equity-settled share-based payments

The fair value of share based payments is calculated by reference to a simulation model. Inputs into

the model are based on Management's best estimates of appropriate volatility, discount rate and

share price growth.

Valuation of investments

Trading investments include options over securities which have been received as consideration for

corporate finance services rendered. These assets have been valued according to the mid price,

where the share prices of the companies concerned are quoted on a recognised stock exchange,

less the exercise price of the options.

Bad debt policy

The Company regularly reviews all outstanding balances and provides for amounts it considers

irrecoverable.

3. Business and geographical segments

The directors consider that there is only one activity undertaken by the company, that of corporate finance

advisory. All of this activity was undertaken in the United Kingdom.

2009

2008

(£)

(£)

Fees earned from corporate finance

1,065,532

2,718,529

2009

2008

4. Earnings per share

Earnings

Earnings

Based on profit/ (loss) of

(1,305,990)

121,978

Where losses are incurred, the diluted earnings per share calculation is showing a lower loss per share,

making the options anti-dilutive. Accordingly the diluted earnings per share and basic earnings per share

are the same.

No. shares

No. shares

Weighted average number of Ordinary Shares in issue

42,476,093

41,218,795

for the purpose of basic earnings per share

Effect of dilutive potential Ordinary Shares:

Share options

-

442,687

Weighted average number of Ordinary Shares in issue

42,476,093

41,661,482

for the purpose of diluted earnings per share

Availability of Annual Report and Financial Statements

Copies of the Company's full audited Annual Report and Financial Statements are expected to be posted to shareholders shortly and, once posted, will also be made available to download from the Company's website www.sthelenscapital.com. 

The audited Annual Report and Financial Statements will also be made available for inspection at the Company's registered office during normal business hours on any weekday. St Helen's Capital Plc is registered in England and Wales with registered number 03515836. The registered office is at 15 St Helen's Place, London EC3A 6DE.

 

END

 

 

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