Annual Financial Report

RNS Number : 6395J

Reabold Resources PLC

13 June 2014

For immediate release 13 June 2014

REABOLD RESOURCES PLC

("Reabold Resources" or "the Company")

Audited Accounts for the year ended 31 December 2013

The Board of Reabold Resources is pleased to announce the Company's audited report and accounts ("the Accounts") for the year ended 31 December 2013.

The Accounts are being posted to shareholders and will shortly be available from the Company's website www.reabold.com and extracts of the Company's Accounts are set out below.

For further information please contact:

Reabold Resources plc

Jeremy Edelman +44 (0) 20 7460 2353

Antony Samaha

Beaumont Cornish Limited

Roland Cornish +44 (0) 20 7628 3396

Felicity Geidt

The Chairman's statement and the Strategic report for Reabold Resources for the year ended 31 December 2013 are presented below.

Introduction

Since shareholders approved the Company's fundamental change of business to that of an investing company on 19 December 2012, the Board has been active in the identification and evaluation of investment opportunities, primarily in natural resources. The Board's objective was to undertake an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules prior to 19 December 2013.

During the reporting period the Board evaluated a number of potential acquisition opportunities. As announced on 20 December 2013, the Company identified a proposed acquisition which would constitute a reverse takeover, however, given that the proposed acquisition was not completed by 19 December 2013, trading in the Company's shares under AIM Rule 15 were suspended on 20 December 2013, pending the publication of an admission document. This transaction has now been terminated due to the target company pursuing a non-public strategy rather than proceeding with the AIM floatation process.

Investment policy and fund raising

The Board has therefore decided to implement its investing policy through a broader portfolio of investments, in accordance with the Company's investing policy specifically focusing on the natural resource sector which, in the opinion of the Directors represent a positive cyclical recovery opportunity. Accordingly, the Company is making the following arrangements:

1. Subscriptions totalling £325,000 for a total of 60 million new ordinary shares of 0.1p each in the Company ("new Ordinary Shares") at a price of 0.5p per share, subject to the new Ordinary Shares being admitted to trading on AIM and the suspension of trading on AIM being lifted.

2. A stock financing facility with Barclays Bank to provide up to £400,000 to support the Company's listed stocks investment programme.

3. The investment of £200,000 in the form of £50,000 in cash and the issue of 5 million new Ordinary Shares in the Company at a deemed price of 3p per share to purchase 1.48 million shares in Mogul Ventures Corp ("Mogul"), representing approximately 1.3% interest in Mogul on a fully diluted basis. Mogul is a Canadian incorporated company focused on exploration, development and production of metals and coal in Mongolia. Mogul's main Khar Tolgoi property is a 34,055 ha Mining License located in Dundgovi Province.

4. The investment of up to £600,000 in listed natural resource company shares. As a means of protecting the downside market risk in respect of these investments, the Company will enter into a series of "zero collars", established by buying a protective put while writing an out of the money covered call with a strike price at which the premium received is equal to the premium of the protective put purchased.

On the basis that the above is successfully completed, the Company will have raised a total of £875,000 in new equity and debt (including the above equity issued for the investment in Mogul) and will have made investments to a total value of £800,000.

The Company anticipates being in a position shortly to finalise these arrangements and will make a further announcement at that time.

Financial Review

The loss of the Company for the 12 months ended 31 December 2013 was £196,000 (2012: profit of £7,834,000), in line with expectations. The profit in the prior year reflected the net benefit from the settlement of creditors of £9,899,000. The net assets as at 31 December 2013 were a deficiency of £29,000 (2012: deficiency of £93,000).

On 13 August 2013, following the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code, the Company received a conversion notice from Saltwind in respect of the whole principal amount of the unsecured Loan Notes of £260,000. Subsequently the Company issued Saltwind 104,000,000 new Ordinary Shares, which were admitted to trading on AIM on 22 August 2013.

As at 31 December 2013, the Company had cash of £16,000.

Outlook

Having successfully conditionally raised further capital and with a pathway for the suspension of trading on AIM to be lifted, the Board is moving forward positively to drive shareholder value through the investment strategy. Whilst the Board believes there are positive cyclical investment opportunities in resources stocks, they may be subject to significant volatility in financial markets and commodity prices, as well as other potential risk areas, including operational, geological, environmental, sovereign issues and access to capital.

The Board looks forward to reporting further in due course on the successful implementation of the above fund raising, restoration of trading on AIM and investment strategy.

This report was approved by the Board and signed on its behalf:

Jeremy Edelman

Director

12 June 2014

Statement of comprehensive income for the year ended 31 December 2013

_____________________________________________________________________________________

	Notes	2013	2013	2012	2012
		£'000	£'000	£'000	£'000

Revenue			-		-
Other operating income			15		247
Administration expenses			(205)		(1,273)

Exceptional items	9
Onerous lease		-		213
Impairment of investments		-		(904)
Impairment of property, plant & equipment		-		(306)
Net benefit from settlement of CVA		-		9,899
		____________		____________
			-		8,902

Operating (loss)/profit	4		(190)		7,876

Finance income	7		-		-
Finance costs	8		(6)		(42)

(Loss)/profit on ordinary activities before taxation			(196)		7,834

Taxation on (loss)/profit on ordinary activities	10		-		-

(Loss)/profit for the financial year			(196)		7,834

Other comprehensive income			-		-

Total comprehensive income for the financial year			(196)		7,834

Attributable to:
Equity holders			(196)		7,834

			(196)		7,834


Earnings per share	12
Basic and fully diluted (loss)/earnings per share (pence)			(0.2)		88.3

The notes below form part of these financial statements.

Statement of financial position as at 31 December 2013

_____________________________________________________________________________________



	Notes	2013	2012
		£'000	£'000
ASSETS
Non-current assets
Investments	14	-	-
Property, plant and equipment	13	-	-

		-	-

Current assets
Cash		16	189
Trade and other receivables	15	5	11

		21	200

Total assets		21	200

EQUITY
Capital and reserves
Share capital	17	285	181
Share premium account		7,726	7,570
Capital redemption reserve		200	200
Shares held by EBT	19	-	(8)
Other reserves		-	20
Retained earnings		(8,240)	(8,056)

Total equity		(29)	(93)

LIABILITIES
Non-current liabilities
Provision for liabilities and charges	22	-	-
Convertible loan notes	16	-	202

		-	202

Current liabilities
Trade and other payables	21	50	91

		50	91

Total liabilities		50	293

Total equity and liabilities		21	200

Approved by the Board of Directors on 12 June 2014

Signed on behalf of the board of directors:

Anthony Samaha
Director

The notes below form part of these financial statements.

Statement of changes in equity for the year ended 31 December 2013

_____________________________________________________________________________________

	Share capital	Share premium	Capital redemption and other reserve	Shares held by EBT	Retained earnings	Total
	£'000	£'000	£'000	£'000	£'000	£'000

Balance as at 31 December 2011	121	7,480	220	(23)	(15,890)	(8,092)

Total comprehensive income for the year	-	-	-	-	7,834	7,834

Changes in equity for 2012

Issue of share capital	60	90	-	-	-	150
Shares held by EBT	-	-	-	15	-	15


Balance as at 31 December 2012	181	7,570	220	(8)	(8,056)	(93)

Total comprehensive income for the year	-	-	-	-	(196)	(196)

Changes in equity for 2013

Issue of share capital	104	156	-	-	-	260
Loss on disposal of treasury shares	-	-	-	8	(8)	-
Lapse of share options			(20)		20	-

	285	7,726	200	-	(8,240)	(29)
Balance as at 31 December 2013

Other reserves represents an option provided to a company which was to provide services to the Company.

The notes below form part of these financial statements.

Statement of cash flows for the year ended 31 December 2013

_____________________________________________________________________________________

	Notes	2013	2012
		£'000	£'000
Cashflows from operating activities
Operating (loss)/profit		(190)	7,834

Adjustments for:
Impairment of investments		-	904
Onerous lease provision		-	(213)
Depreciation on property, plant and equipment		-	42
Impairment of property, plant and equipment		-	306
Bad debt provision		-	247
Net benefit from creditor settlement		-	(9,899)

Operating cashflows before movement in working capital		(190)	(779)

Decrease in receivables		6	1,404
(Decrease)/increase in payables		(41)	112

Cash (used in)/generated by operations		(225)	737

Interest paid	16	(6)	(42)

Net cash (used in)/from operating activities		(231)	695

Cash flows from investing activities
Divestment of subsidiary undertaking		-	500

Net cash flows from investment activities		-	500

Cash flows from financing activities
Repayment of borrowings	16	-	(439)
Settlement of creditor claims	9	-	(105)
Loan notes issued	16	58	202
Share placement received	17	-	150

Net cash generated from/(used) in financing activities		58	(192)

Net (decrease)/increase in cash and cash equivalents		(173)	1,003

Cash and cash equivalents at the beginning of the period		189	(814)

Cash and cash equivalents at the end of the period		16	189

Cash and cash equivalents comprises:
Cash and cash equivalents		16	189
Overdraft and borrowings		-	-

		16	189

The notes below form part of these financial statements.

Notes to the financial statements

Reabold Resources Plc is a company registered in England and Wales under the Companies Act. Registered in England number 3542727 at 200 Strand. London WC2R 1DJ. The nature of the Company's operations and its principal activities are set out in the Directors' report above.

1. Preparation of financial statements

The Company has not applied the following IFRSs and IFRICs that are applicable to the Company and that have been issued but are not yet effective.

Standards and interpretations applicable as from the annual period beginning on 1 January 2013

· IFRS 13 Fair Value Measurement (applicable for annual periods beginning on or after 1 January 2013)

· IAS 19 (revised 2011) Employee Benefits (applicable for annual periods beginning on or after 1 January 2013)

· Improvements to IFRS (2009-2011) (normally applicable for annual periods beginning on or after 1 January 2013)

· Amendments to IFRS 7 Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2013)

· Amendments to IAS 1 Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income (applicable for annual periods beginning on or after 1 July 2012)

· Amendments to IAS 12 Income Taxes - Deferred Tax: Recovery of Underlying Assets (applicable for annual periods beginning on or after 1 January 2013)

Standards and interpretations published, but not yet applicable for the annual period beginning on 1 January 2013

· IFRS 9 Financial Instruments and subsequent amendments (effective date not yet determined)

· IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2014)

· IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2014)

· IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2014)

· IFRS 14 Regulatory Deferral Accounts (applicable for annual periods beginning on or after 1 January 2016, but not yet endorsed in the EU)

· IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2014)

· IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2014)

· Improvements to IFRS (2010-2012) (normally applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)

· Improvements to IFRS (2011-2013) (normally applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)

· Amendments to IFRS 10, IFRS 12 and IAS 27 - Consolidated Financial Statements and Disclosure of Interests in Other Entities: Investment Entities (applicable for annual periods beginning on or after 1 January 2014)

· Amendments to IAS 19 Employee Benefits - Employee Contributions (applicable for annual periods beginning on or after 1 July 2014, but not yet endorsed in EU)

· Amendments to IAS 32 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014)

· Amendments to IAS 36 - Impairment of Assets - Recoverable Amount Disclosures for Non-Financial Asset (applicable for annual periods beginning on or after 1 January 2014)

· Amendments to IAS 39 - Financial Instruments - Novation of Derivatives and Continuation of Hedge Accounting (applicable for annual periods beginning on or after 1 January 2014)

· IFRIC 21 - Levies (applicable for annual periods beginning on or after 1 January 2014, but not yet endorsed in EU)

Other than disclosure, there has been no impact on the financial statements of these adoptions.

2. Summary of significant accounting policies

Basis of accounting

The 2013 financial statements are prepared under International Financial Reporting Standards, as adopted for use by the European Union.

The financial statements have been prepared on the going concern basis and historical cost basis, except that the following assets and liabilities are stated at their fair value: financial instruments classified as fair value through the profit and loss.

The financial statements are presented in sterling, the currency of the primary economic environment in which the Company operates and in which the majority of the Company's transactions are denominated.

The principal accounting policies adopted are set out below.

Basis of consolidation

In accordance with S399 of the CA, the company has a duty to prepare consolidated accounts as it is a parent entity at the reporting date; this is unless the company is exempt from that requirement. The company is considered to be exempt from that requirement on the basis as set out in accordance with S402; being that none of the company's subsidiaries need to be included in the consolidation as per the requirements of S405.

In 2011, consolidated financial statements were prepared that included the results of all of its subsidiaries, as set out in the Investments note. During 2012 all the interests in these subsidiaries were disposed of or entered into insolvency procedures or were in the process of being struck off and accordingly the company did not prepare consolidated accounts for the year ended 31 December 2012 - this is with the exception of Premium Media Limited ("PML") and the EBT, which were considered to be immaterial at that date. PML was subsequently struck off in April 2013 and the EBT dissolved during the current reporting period.

Going concern

The financial statements have been prepared on the going concern basis. As outlined in the Strategic report, the Company has conditionally raised £875,000 in additional capital, including £325,000 new equity funds, £400,000 in debt and £150,000 equity swap. The Directors expect to be able to be able to obtain further funding for the Company. However, there can be no guarantee that the required funds will be raised within the necessary timeframe or on terms that will be acceptable to the Company.

Revenue recognition

Turnover represents revenue receivable for services provided in the normal course of business, net of discounts, VAT and other sales related taxes.

Revenue was, prior to the Company's reclassification as an investing company, derived from fees for marketing services and commissions on media placements. Revenue was recognised when the service is performed or the month in which the media placement appeared, in accordance with contractual arrangements.

Taxation

The tax charge represents the sum of current and deferred tax.

Current tax payable is based on taxable profits for the year. Taxable profits differ from net profits as reported in the income statement because it excludes items that are taxable or deductible in other years and items that are not taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at 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 used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are 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 temporary differences can be utilised.

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 assets are offset when there is a legally enforceable right to offset current tax assets against current liabilities and when deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority on either the same taxable entity or different taxable entity where there is an intention to settle on a net basis.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability or the asset is realised.

Borrowing costs

Unless borrowing costs are capitalised that are directly attributable to the acquisition construction or production of a qualifying asset, borrowing costs are expensed in the period they are incurred. No borrowing costs were capitalised in the year (2012: Nil).

Pension costs

The Company operated a stakeholder pension plan and also contributed to a number of defined contribution individual pension plans. Contributions in respect of defined contribution pension plans are charged to the statement of comprehensive income when they are payable.

Currencies

Transactions in currencies other than Sterling are recorded at the rates of exchange prevailing on the dates of the transactions.

Impairment

At each reporting date, the Company reviews the carrying amount of its tangible and intangible assets including investments 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 of the impairment loss (if any). 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 is estimated to be less than its carrying amount, the impairment loss is recognised as an expense.

Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset. A reversal of an impairment loss is recognised as income immediately.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is charged so as to write-off the cost less residual value over estimated useful lives, using the reducing balance method commencing in the month following the purchase, on the following basis:

Furniture and office equipment 20% reducing balance
Leasehold improvements over the period of the lease

The useful lives and residual values of assets are reviewed annually. Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, where shorter, over the term of the lease.

The gain or loss arising on the disposal of an asset including disposal costs is recognised in the statement of comprehensive income.

Financial instruments

Financial assets and financial liabilities are recognised in the Company's statements of financial position when the Company has become a party to the contractual provisions of the instrument.

Loans and other receivables

Loans and other receivables are recognised initially at fair value and subsequently measured at amortised costs using the effective interest rate method, as reduced by appropriate provisions for estimated irrecoverable amounts less provision for impairment. A provision for impairment is accounted for when management deems the specific trade receivable balance not to be collectable. The amount of the impairment loss is recognised in the income statement

Cash and cash equivalents

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

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on the expected yield basis. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expect life of the expected financial liability, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

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 creates a residual interest in the assets of the Company.

Trade payables

Trade payables are stated at their amortised cost less any discount or rebate received.

Compound instruments

The component parts of compound instruments (convertible notes) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. Conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company's own equity instruments is an equity instrument.

At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date.

The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects, and is not subsequently remeasured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognised in equity will be transferred to share premium. When the conversion option remains unexercised at the maturity date of the convertible note, the balance recognised in equity will be transferred to retained profits. No gain or loss is recognised in profit or loss upon conversion or expiration of the conversion option.

Transaction costs that relate to the issue of the convertible notes are allocated to the liability and equity components in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognised directly in equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortised over the lives of the convertible notes using the effective interest method.

Provisions

Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past event, it is probable that the Company will be required to settle that obligation and the amount has been reliably estimated. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material.

A provision for onerous leases is recognised where the costs of meeting the obligations under a lease contract exceed the economic benefits expected to be received and is measured as the net least cost of exiting the contract, being the lower of the cost of fulfilling it and any compensation or penalties arising from the failure to fulfil it.

Dividends

Dividend distribution to the Company's shareholders is recognised as a liability in the Company's financial statements in the period in which the dividends are approved by the Company's shareholders.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Capital redemption and other reserves

Where a company acquires its own shares out of free reserves, then a sum equivalent to the nominal value is transferred to a capital redemption reserve.

Other reserves represent an option granted to a third party to provide service. When this option lapses a transfer to retained earnings is made.

Critical accounting judgements and key sources of estimation uncertainty

The Directors consider the critical accounting estimates and judgements used in the financial statements and concluded that the main areas of judgement are:

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical accounting judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.

(a) Critical judgements in applying the Company's accounting policy

In the process of applying the Company's accounting policies which are described above, management has not had to make any further significant judgements on the amounts recognised in the financial statements.

(b) Key sources of estimation uncertainty

As the Company is now an investing company there are no key sources of estimation uncertainty based on current operations.

3. Segment analysis

The segmental analysis relates to the operations of the Company, as these are individual financial statements of the Company. The Company has one reportable operating segment on the basis that it earns revenues and incurs expenses from one business activity; being investing, and on the basis that it operates in one geographical location; being the United Kingdom. During the current year, the Company did not generate any turnover from its investment activities, as no acquisition was completed during the reporting peirod.

Previously in 2012, the Company was a holding company with one reportable segment being a holding company and operated in one geographical location, being the United Kingdom. The Company did not generate any turnover in 2012 other a management fee recharged to and dividends from subsidiary undertakings and there was no reliance on major customers.

4. (Loss)/profit from operations

	2013	2012
The result from operations has been arrived at after charging:	£'000	£'000

Auditors' remuneration - audit of Company	15	20
Auditors' remuneration - other services	25	-
Depreciation of property, plant and equipment - owned assets	-	42
Staff costs	45	269
Dilapidations	-	30
Impairment of investments	-	904
Onerous lease (release)	-	(213)
Impairment of property, plant and equipment - owned assets	-	306
Net benefit from CVA settlement	-	(9,899)
Bad debt provision	-	247

5. Staff costs

Staff employment costs were:	2013	2012
	£'000	£'000
Wages and salaries
Social security costs	42	219
Other pension costs	3	42
	-	8
	45	269

During the year there were no people (2012: 12) employed by the Company excluding directors in administration roles.

6. Directors' remuneration

The emoluments (including pension contributions) paid to Directors during the year was as follows:

	Salary & fees	Compensation for loss of office	Pension contribution	2013 Total	2012 Total
	£'000	£'000	£'000	£'000	£'000
Executive Directors
Jeremy Edelman	12	-	-	12	-
Anthony Samaha	30	-	-	30	-
Nick Winks (resigned 19 December 2012)	-	-	-	-	30
Andrew Pearson (resigned 19 December 2012)	-	-	-	-	65

Non-Executive Directors
Julian Spooner (resigned 19 December 2012)	-	-	-	-	12
Allan Collins (resigned 19 December 2012)	-	-	-	-	12
	42	-	-	42	119

As at 31 December 2013, no Director was accruing benefits under a money purchase scheme (2012: none). At the year-end no Director had any share options. Share options of directors who resigned in the prior years lapsed on their resignation.

7. Finance income

	2013	2012
	£'000	£'000

Dividend income	-	-

8. Finance costs

	2013	2012
	£'000	£'000

Interest on loans and overdrafts	6	42

9. Exceptional items

The Company incurred exceptional items as follows:

	2013	2012
	£'000	£'000

Onerous lease provision (note 22)	-	213
Impairment of investments (note 14)	-	(904)
Impairment of property, plant and equipment (note 13)	-	(306)
Net benefit from creditor settlement	-	9,899

	-	8,902


Net benefit from CVA settlement:		£'000

Intercompany liabilities		7,494
Third party liabilities		2,138
Cash settlement with unsecured creditors		(85)

		9,547

Settlement of secured creditor:		£'000

Due to secured creditor		1,317
Cash settlement with secured creditor		(20)

		1,297

Intercompany and other debtors written off		(945)

Net gain		9,899

The impairment charge for investments was made by management following their reassessment of the carrying value of the investments in the technology division subsidiaries during 2011 (refer to note 14) and subsequent events in 2012.

At a meeting of the creditors of the Company and a general meeting of the shareholders on 19 December 2012, approvals were given for a Company Voluntary Arrangement ("CVA"). The CVA constitutes satisfaction of the Company's debts and with the approval resulted in creditors accepting the dividend paid to them in full and final settlement of their claims against the Company.

10. Tax on profit on ordinary activities

Analysis of charge in year

2013 2012

£'000 £'000

Current tax:

UK corporation tax on profits/(loss) of the year - -

Adjustments in respect of previous periods - -

Total current tax - -

Deferred tax:

Release of deferred tax asset - -

Origination and reversal of temporary differences - -

Total deferred tax - -

Total tax for the year - -

Factors affecting tax charge for the year:

The tax assessed for the year is lower than the standard rate of corporation tax in the UK 23.25 % (2012: 24.5%). The differences are explained below:

2013 2012

£'000 £'000

(Loss)/profit on ordinary activities before tax (196) 7,834

(Loss)/profit on ordinary activities multiplied by standard rate

Of corporation tax in the UK of 23.25% (2012: 24.5%)

Effects of:

Expenses not deductible for tax purposes 46 (1,919)

Unrelieved tax losses - -

Total tax for the year - -

No deferred tax assets have been recognised (2012: nil)

The corporation tax rate was reduced from 24.5% to 23% on 1 April 2013. Thus the corporation tax rate for the year ended 31 December 2013 is 23.25%.

11. Dividends

	2013	2012
Amounts recognised as distributions to equity holders in the year:	£'000	£'000

Final dividend of Nil for 2013 (2012: Nil) per share	-	-

	-	-

Recommended final dividend for 2013 of Nil (2012: Nil) per share	-	-

12. Earnings per share

The calculations of the basic and diluted earnings per share are based on the following data:	2013		2012
	£'000		£'000
(Loss)/profit for the year	(196)		7,834

(Loss)/profit for the purpose of basic earnings per share	(196)		7,834


	Number		Number
Number of shares
Weighted average number of ordinary shares in issue during the year	106,160,633		8,869,551
Effect of dilutive options	-		-
Effect of dilutive long-term incentive plan	-		-
Effect of dilutive deferred consideration	-		-
Effect of shares held in treasury	-		-

Diluted weighted average number of ordinary shares in issue during the year	106,160,633		8,869,551

(Loss)/profit/earnings per share
Basic (loss)/profit/earnings per share (pence)		(0.2)		88.3

13. Property, plant and equipment

2013	Leasehold improvements	Fixtures, fittings and equipment	Total
	£'000	£000	£000
Cost
At 1 January 2013	-	-	-
Additions	-	-	-

At 31 December 2013	-	-	-

Accumulated depreciation
At 1 January 2013	-	-	-
Charge for the year	-	-	-

At 31 December 2013	-	-	-

Carrying amount
At 31 December 2013	-	-	-

2012	Leasehold improvements	Fixtures, fittings and equipment	Total
	£'000	£000	£000
Cost
At 1 January 2012	258	776	1,034
Additions	-	-	-
Disposals	(258)	(776)	(1,034)

At 31 December 2012	-	-	-

Accumulated depreciation
At 1 January 2012	116	570	686
Charge for the year	14	28	42
Impairment	128	178	306
Eliminated on disposal	(258)	(776)	(1,034)

At 31 December 2012	-	-	-

Carrying amount
At 31 December 2012	-	-	-

14. Investments

	2013	2012
	£'000	£'000
Cost
At 1 January	21,853	22,353
Additions	-	-
Disposals	-	(500)

At 31 December	21,853	21,853

Impairment
At 1 January	21,853	20,949
Impairment in the year	-	904

At 31 December	21,853	21,853

Net book value
At 31 December	-	-

As at 31 December 2013, the Company had no subsidiary undertakings.

During the year ended 31 December 2012, the operations of all the subsidiary undertakings were either disposed of to third parties or sold. Proceedings to liquidate the majority of these companies began in 2012. The principal trading subsidiary undertakings previously held by the Company and their principal activities are shown below. They have share capitals wholly comprising of ordinary shares. All the companies were registered in England and Wales, and operated in the UK.

Name	Ordinary share capital percentage owned	Principal activity pre sale of operations
Second2 Limited	100%	Marketing services for B2B Technology clients
bChannels Limited	100%	Marketing services for B2B Technology clients
Gilbert Doyle Oakmont Limited	100%	Marketing services for Property clients
Adventis Media Two Limited (formerly Adgenda Media Limited)	100%	Media planning and buying services
Adventis Media Limited (formerly Adventis Coltman Limited)	100%	Media planning and buying services
Adventis Health Limited	100%	Marketing services for Health clients
Premium Media Limited	100%	Dormant, dissolved in April 2013

On 23 July 2012 the shares in bChannels Limited were sold to its management and a third party investor generating proceeds of £500,000.

The operations and certain assets and liabilities of Adventis Media Two Limited were sold to its management and a third party investor in January 2012. The company subsequently went into administration on 22 August 2012. An impairment loss of £694,000 was recognised as the company entered into liquidation proceedings.

The operations and certain assets and liabilities of Gilbert Doyle Oakmont Limited were sold in June 2012 and the company subsequently went into administration on 22 August 2012.

Adventis Health Limited ceased trading in 2011 and went into administration on 22 August 2012. Certain assets and goodwill were sold to a third party but this party was unable to complete the acquisition and the sale was not concluded.

The operations and certain assets and liabilities of Adventis Media Limited were sold to its management and a third party in December 2011 and the company subsequently went into administration on 22 August 2012.

The operations and certain assets and liabilities of Second2 Limited were sold to its management and a third party in July 2012 and the company subsequently went into administration on 25 July 2012. An impairment loss of £210,000 was recognised as the company entered into liquidation proceedings.

Premium Media Limited, a dormant company with limited assets and liabilities was struck of the register and dissolved in April 2013.

The impairment in 2012 was calculated on the basis of value in use post disposal of the trading operations of the relevant company.

15. Trade and other receivables

	2013	2012
	£'000	£'000

Other taxation and social security	5	11
Prepayments and accrued income	-	-

	5	11

Credit risk

The Company's credit risk is primarily attributable to its trade receivables and cash balances. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit-rating agencies.

16. Borrowings

	2013	2012
	£'000	£'000

Bank overdraft	-	-
Bank debt	-	-
Convertible loan notes	-	202

	-	202

Bank indebtedness was secured by fixed and floating charges, with guarantees and debentures in place against each wholly owned subsidiary in the form of fixed and floating charges in favour of Lloyds TSB. The secured debt was sold by the bank to a third party in June 2012. On 3 December 2012 the Company agreed terms with the assignee of the Lloyds Bank Group plc debt for the settlement and release of the security held by it over the assets of the Company and all charges have been discharged.

Following the General Meeting, the Company entered into a convertible unsecured loan note instrument (the "Loan Notes") for up to £260,000 with Saltwind, a company connected with Jeremy Edelman. The Loan Notes accrue interest at 0.5% per month and, unless converted, be repaid on 31 December 2013 or such later date as nominated by the noteholder. The Loan Notes may be converted into new Ordinary Shares at the last placing or subscription price paid per share on the issue of Ordinary Shares but the noteholder may not exercise their right to convert the Loan Notes if such conversion would result in the noteholder being required to make a mandatory offer to the holder of shares in the Company in accordance with Rule 9 of the City Code on Takeovers and Mergers ("Rule 9 Obligation").

The Company obtained from the Panel on Takeovers and Mergers dispensation necessary to allow the Loan Notes to be converted without incurring a Rule 9 obligation, and the Company received approval of the independent shareholders for a waiver of the Rule 9 Obligation at the annual general meeting of the Company held on 12 June 2013.

As at 31 December 2012, the Company had drawn down approximately £202,000 under the Loan Notes in order to fund the CVA and other associated costs, including legal, auditing and advisor fees.

The directors have assessed the value of the equity element of the convertible unsecured loan note and concluded that it, and the related deferred tax liability, is immaterial.

In July 2013, the Company drew down the balance available under the Loan Notes of a further £52,000, net of accumulated interest of £6,000, for working capital purposes.

On 13 August 2013, following the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code, the Company received a conversion notice from Saltwind in respect of the whole principal amount of the unsecured Loan Notes of £260,000. Subsequently the Company issued Saltwind 104,000,000 New Ordinary Shares of 0.1 pence per share, which were admitted to trading on AIM on 22 August 2013.

17. Share capital

	2013	2013	2012	2012
Called up, allotted and fully paid	£'000	No of shares	£'000	No of shares

Ordinary shares
Opening, 1^st January, ordinary shares of 0.25 pence each			121	48,411,267
Capital reorganisation and consolidation			(114)	(41,495,371)
	____	__________	____	__________
Post capital reorganisation, ordinary shares of 0.10 pence each	67	66,915,896	7	6,915,896
Placement of new ordinary shares of 0.10 pence each	104	104,000,000	60	60,000,000
	____	__________	____	__________
Closing, 31^st December, ordinary shares of 0.10 pence each	171	170,915,896	67	66,915,896

"A" Deferred Share
Opening, 1^st January, "A" Deferred Share of 1.65 pence each	114	6,915,896	-	-
Capital reorganisation and consolidation	-	-	114	6,915,896
	____	__________	____	__________
Closing, 31^st December, "A" Deferred Share of 1.65 pence each	114	6,915,896	114	6,915,896

At 31^st December 2013 no share options were outstanding (2012: nil).

On 19 December 2012 at a General Meeting of the Company, approval was obtained for the Capital reorganisation and restructure of the issued share capital of the Company to reduce the nominal value of the existing shares by consolidating each ordinary 0.25 pence share into Ordinary shares of 1.75 each on a 7 for 1 consolidation. Following this Capital Reorganisation the issued share capital of the Company will comprise 6,915,896 ordinary shares which will then be subdivided in one Ordinary share of 0.1 pence and one "A" Deferred Share of 1.65 pence. The "A" shares are subject to special rights and restrictions including no right to receive dividends or right to attend the General Meeting.

On 19 December 2012, the Company entered into conditional agreements with certain private investors for the subscription of 60,000,000 ordinary shares of 0.10 pence ('the Subscription Shares'), at a price of 0.25 pence per share (inclusive of premium) to raise gross proceeds of £150,000 ('the Subscription'), to provide additional working capital for the Company.

On 13 August 2013, following the approval of the Shareholders of a waiver of Rule 9 of the Takeover Code, the Company received a conversion notice from Saltwind in respect of the whole principal amount of the unsecured Loan Notes of £260,000. Subsequently the Company issued Saltwind 104,000,000 New Ordinary Shares of 0.1 pence per share, which were admitted to trading on AIM on 22 August 2013.

As at 31 December 2013, the Company's total issued ordinary share capital was 170,915,896 ordinary shares of 0.1p each and 6,915,896 "A" Deferred Shares of 1.65 pence per share.

18. Share based payments

Throughout the year ended 31 December 2013, the Company had nil share options in issue (2012: Nil).

19. Employee benefit trust

At the Extraordinary General Meeting held on 29 May 2008 shareholders authorised the Company to purchase its own shares and during the remainder of the 2008 financial year the Company entered into a number of transactions acquiring a total of 104,136 shares which it put into Treasury. The potential beneficiaries of the EBT included the executive directors and employees of the Group and their respective families.

At the beginning of the year an Employee Benefit Trust ("EBT") held 9,311 Ordinary Shares, representing 0.013% of the Ordinary Shares in issue at 31 December 2012. The assets and liabilities of the EBT have been included in the Company's accounts resulting in the inclusion of £7,943 cash and £7,943 retained earnings as at 31 December 2012.

During the reporting period the Ordinary Shares held by the EBT were sold and the EBT was dissolved, with an adjustment made to retained earnings to eliminate the reserve.

20. Deferred taxation

Accelerated capital allowances	-	-
Short term temporary differences	-	-

Provision for deferred tax	-	-

Deferred tax charge in the income statement for year	-	(4)
Provision at start of year	-	4

Provision at end of year	-	-

21. Trade and other payables

	2013	2012
	£'000	£'000

Trade payables and provisions	7	51
Other taxation and social security	1	-
Accruals and deferred income	42	40
Due to subsidiary undertakings	-	-

	50	91

At a meeting of the creditors of the Company and a general meeting of the shareholders on 19 December 2012, approvals were given for a CVA, which constituted satisfaction of the Company's debts and with the approval resulted in creditors, including intercompany and secured lenders, accepting the amount paid to them in full and final settlement of their claims against the Company. Refer to Note 9 for details of the gain arising on the settlement of creditors.

The Directors consider that the carrying amount of trade and other payables approximates to their fair value. All liabilities are due within one year.

22. Provisions for liabilities and charges

	2013	2012
	£'000	£'000

At 1 January	-	213
(Released) in the year	-	(213)
	________	________
At 31 December	-	-
	________	________

The provision consisted of £nil (2012: £nil) for the onerous lease provision on the UK leasehold property. The onerous lease provision arose from the decision to close the Health division in 2012. Settlement was reached during 2012 with the landlord of the leasehold property.

23. Operating lease commitments

At the balance sheet date, the Company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

	Land and buildings 2013	Land and buildings 2012
	£'000	£'000
Total rentals payable on leases:
Within one year		19
Within two to five years	-	-
Over five years	-	-

	-	19

The principal property lease commitment was for Adventis House in Beaconsfield which commenced in April 2007 for a 15 year period. The annual rent was £210,000 rising in stages to £255,000.

On 30 November 2012, agreement was reached with the Beaconsfield landlord to surrender the lease by 24 January 2013.

24. Related party transactions

At a meeting of the creditors of the Company and a general meeting of the shareholders on 19 December 2012, approvals were given for a CVA, which constituted satisfaction of the Company's debts and with the approval resulted in creditors accepting the dividend paid to them in full and final settlement of their claims against the Company. As a result of this settlement, amounts due to subsidiary companies of £7.494 million were settled, included in the CVA representing:

2012

	£'000

Second2 Limited	2,487
bChannels Limited	827
Adventis Health Limited	840
Adventis Media Limited	2,060
Adventis Media Two Limited (formerly Adgenda Media Limited)	1,187
Gilbert Doyle Oakmont Limited	92
	_______
	7,494
	_______

For the year ended 31 December 2013, interest of £6,132 was payable to Saltwind, a company controlled by Jeremy Edelman (2012: £390), together with borrowings of nil (2012: £201,500).

The directors are the key management of the Company (refer to note 6).

25. Financial risk management

The Company's operations expose it to a limited level of credit, foreign currency and liquidity risk. There is little financial risk arising from the effects of changes in market prices of commodities based on its current activities. Interest rate risk exists on bank and third party borrowings.

The Company does not use derivative financial instruments to manage interest rate costs, and no hedge accounting is thus applied. Given the size of the Company, the Directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board.

Price risk

The Company have little exposure to commodity price risk as a result of its operations. The Company have no exposure to equity securities price risk as it holds no listed or other equity investment.

Liquidity risk

The Company actively maintains a treasury system that maintains a net credit position and is designed to ensure the Company have sufficient available funds for operations and planned expansions.

Interest rate risk

The Company's exposure to changes in interest rate risk relates primarily to interest-earning financial assets and interest-bearing financial liabilities. Interest rate risk is managed by the Company on an ongoing basis with the primary objective of limiting the extent to which net interest expense could be affected by an adverse movement in interest rates. Variable interest rates are based on LIBOR plus a margin. The Company has assessed the impact of changes in interest rate risks as being immaterial, as all borrowings have a fixed rate of interest.

Foreign currency risk

The Company incurs foreign currency risk on purchases that are denominated in currencies other than Sterling. At present, the Company does not have any formal policy for hedging against exchange exposure. The Company may, when necessary, enter into foreign currency forward contracts to hedge against exposure from foreign currencies fluctuations. As at 31 December 2013 and 2012, the Company had no exposure to foreign currency risk. The Company has assessed the impact of changes in exchange rates as being immaterial.

Capital risk management

The Company manages its capital to ensure the Company will be able to continue on a going concern on a long term basis while ensuring the optimal return to shareholders and other stakeholders through an effective debt and equity balance.

The capital structure of the Company consists of equity attributable to equity holders of the Company, less cash and bank balances. The Management reviews the capital structure and makes adjustment to it in the light of changes in economic conditions. Convertible loan notes have been drawn down during the year to provide funding for working capital.

The Company's capital employed is funded by equity attributable to equity shareholders of the Company and net debt as follows:

	2013	2012
	£'000	£'000

Bank borrowings	-	-
Loan notes	-	202
Less: cash and bank balances	-	(189)

Net debt	-	13
Total equity	(29)	(93)

Capital Employed	(29)	80

Other financial assets and liabilities

The notional amounts of financial assets and liabilities with a maturity of less than one year (including trade and other receivables, cash and cash equivalents and trade and other payables) are assumed to approximate their fair value.

	Loans and receivables/other financial liabilities	Loans and receivables/other financial liabilities
	2013	2012
	£'000	£'000
Financial assets:
Cash and cash equivalents	16	189
Loans and other receivables	-	11

Total financial assets	16	200

Financial liabilities:
Other financial liabilities	50	293

26. Post balance sheet events

As announced on 20 December 2013, the Company identified a proposed acquisition which would constitute a reverse takeover, however, given that the proposed acquisition was not completed by 19 December 2013, trading in the Company's shares under AIM Rule 15 were suspended on 20 December 2013, pending the publication of an admission document. This transaction has now been terminated due to the target company pursuing a non-public strategy rather than proceeding with the AIM floatation process.

The Board has decided to implement its investing policy through a broader portfolio of investments, in accordance with the Company's investing policy, specifically focusing on the natural resource sector. Accordingly, the Company is making the following arrangements:

2. A stock financing facility with Barclays Bank to provide up to £400,000 to support the Company's listed stocks investment programme.

On the basis the above is successfully completed, the Company will have raised a total of £875,000 in new equity and debt (including the above equity issued for the investment in Mogul) and will have made investments to a total value of £800,000.

The Company anticipates being in a position shortly to finalise these arrangements.

27. Ultimate controlling party

Jeremy Edelman is the ultimate controlling party.

The financial information set out in this announcement does not constitute the Company's statutory accounts for the years ended 31 December 2013 or 2012. The financial information for the year ended 31 December 2012 is derived from the statutory accounts for that year. The audit of statutory accounts for the year ended 31 December 2013 is complete. The auditors reported on those accounts, their report was unqualified and did not include references to any matters to which the auditors drew attention to by way of emphasis without qualifying their report.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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