Final Results

RNS Number : 1407I

Reabold Resources PLC

28 June 2013

REABOLD RESOURCES PLC ("the Company")

Results for the year ended 31 December 2012

Reabold Resources Plc (AIM: RBD) the AIM quoted resources investment company announces its results for year ended 31 December 2012.

Copies of the 2012 Annual Report will be posted shortly to shareholders and are available at the Company's registered office and on the Company's website www.reabold.com.

For further information, contact:

Reabold Resources plc

Jeremy Edelman (Executive Chairman)

Anthony Samaha (Executive Director)

+44 (0) 20 7460 2353

Westhouse Securities Limited

Tom Griffiths

Richard Johnson

+44 (0) 20 7601 6100

CHAIRMAN'S STATEMENT

Introduction

The 2012 financial year was a dramatic period of change for the Company, from which it emerged at year end as an investing company in the natural resources sector with a new Board and the name of Reabold Resources Plc to reflect this new direction.

During the reporting period, the Company divested its business and assets in the media, health and technology marketing services sectors and had Administrators appointed on 23 July 2012 as a result of its difficult financial position. The Administration ended following the meeting of the creditors of the Company and a general meeting of the shareholders on 19 December 2012 where approvals were given for a Company Voluntary Arrangement that enabled the Company to avoid dissolution. In addition, shareholders approved a re-organisation of the Company's share capital and a fundamental change of business to that of an investing company in the natural resources sector.

In conjunction with the successful restructuring of the Company, a placing of new shares to raise £150,000 in working capital to pursue its new business direction was undertaken in December 2012, culminating in the Company's shares being restored to trading on AIM on 24 December 2012.

New Board

Following the approval of the CVA on 19 December 2012, I was appointed to the Board of the Company as Chairman, together with Anthony Samaha, and the previous directors stepped down at that time. The new Board has experience in resources investment and AIM quoted companies, and we look forward to directing the Company in this new business direction. A profile of the new Board is included in this report.

Divestments and Administration

During the reporting period the Company divested its business and assets in the media, health and technology marketing services sectors. The divestment process commenced in late 2011 when the Company decided to wind down its health, media and property divisions and focus on its core business of technology and telecoms marketing. As a result, the following business and asset sales were concluded:

· Adventis Health Limited - sale of goodwill and intellectual property rights on 10 November 2011 (this sale was not satisfactorily concluded as the purchaser was unable to provide the funding required);

· Adventis Media Limited (formerly Adventis Coltman Limited) - sale of business and assets on 7 December 2011;

· Adventis Media Two Limited (formerly Adgenda Media Limited) - sale of business and assets on 10 January 2012; and

· Gilbert Doyle Oakmont Limited - sale of business and assets on 19 June 2012.

All four of the above subsidiaries entered creditors' voluntary liquidation on 22 August 2012.

On 11 May 2012, the Company announced it was in discussions with potential investors to secure the funding required to meet the Company's immediate and longer term finance commitments, including the repayment of the Company's bank debt and for the partial satisfaction of the outstanding deferred consideration due in respect of the Company's acquisition of Second2 Limited and bChannels Limited. The previous Board initiated an accelerated sales and marketing process ("AMA") to seek best value for the sale of the Company's remaining principal assets, namely its holding in bChannels Limited and Second2 Limited (together the "Technology Division"). The AMA resulted in a number of offers being received, and heads of terms were subsequently agreed by the previous Board with a chosen party for the purchase of the shares of the Technology Division.

The Company's bank received an offer from a third party lender to purchase its debt to the Group, following the announcement that a sale of the Technology Division had been agreed in principle, and completed the sale of the debt on 19 June 2012. Trading in the shares of the Company on AIM was suspended on 26 June 2012 as, given the above, a going concern statement could not be agreed by the auditors and therefore the Company was not in a position to publish its annual accounts for the year ended 31 December 2011 by 30 June 2012.The Company could not continue in its current form for a prolonged period without significant further funding.

On 13 July 2012, the Company exchanged contracts, subject to shareholder consent, for the sale of the entire share capital of bChannels Limited and accepted, subject to contract and shareholder consent, an offer for the sale of the share capital of Second2 Limited. An announcement detailing these transactions was made on 16 July 2012.

The Company was also experiencing significant creditor pressure so the directors at that time, at a Board meeting held on 19 July 2012, resolved to file a Notice of Intention to Appoint Administrators ("NOI"). The NOI was filed on 20 July 2012 and the Company subsequently entered administration on 23 July 2012.

On 23 July 2012, the Administrators completed the sale of bChannels Limited. No sale has been concluded in relation to the shares held in Second2 Limited. Second2 Limited entered administration on 25 July 2012. Further, the shares in a dormant subsidiary, Partnermarketing.com Limited have been sold by the Administrators for £1 and steps have been taken to strike off the remaining dormant subsidiaries of the Company.

As a result all subsidiaries of the Company are either in insolvency procedures or in strike off, with the exception of Premium Media Limited, which itself has limited assets and liabilities. This company was dissolved on 23 April 2013.

Company Voluntary Arrangement ("CVA")

As set out in the Administrators' statement of Proposals (pursuant to paragraph 49 of Schedule B1 of the Insolvency Act 1986), the Administrators had originally planned to cancel the Company's admission to trading on AIM and to dissolve the Company without any return to unsecured creditors or shareholders. However, the Administrators were approached by the current Board with an opportunity to restore trading in the Company's shares on AIM and ensure a return to unsecured creditors.

The CVA constitutes satisfaction of the Company's debts and with the approval results in creditors accepting the dividend(s) paid to them in full and final settlement of their claims against the Company.

Capital Re-organisation

Following the approval of the CVA on 19 December 2012 and the approvals sought from Shareholders at the General Meeting, the Company exited administration and control of the day to day running of the Company passed to the new Board.

At the General Meeting, Shareholders of the Company approved:

· that the Company be duly authorised to re-organise its share capital to ensure the nominal value of 0.25 pence per Ordinary Share is not more than the trading price of the Ordinary Shares on AIM upon the re-commencement of trading on AIM. Without the re-organisation of share capital, it is likely that on restoration of the Company's Ordinary Shares to trading on AIM, the trading price would be below their current par value. The issue of new shares by a public company at a price below their nominal value is prohibited by the Act.

· that the Company be duly authorised to amend the Articles which, amongst other matters, set out the rights attaching to "A" Deferred Shares in the Company following the Capital Reorganisation.

· that all of the Existing Ordinary Shares of 0.25 pence each be consolidated into ordinary shares of 1.75 pence each on the basis of one consolidated ordinary share for every seven Existing Ordinary Shares in issue. The consolidated ordinary shares of 1.75 pence each then be subdivided into one Ordinary Share of 0.1 pence and one "A" Deferred Share of 1.65 pence.

Immediately following the Capital Reorganisation, the issued share capital of the Company comprised 6,915,896 Ordinary Shares of 0.1 pence each and 6,915,896 "A" Deferred Shares of 1.65 pence each. The "A" Deferred Shares have special rights, and are subject to restrictions, set out in the amended Articles. The "A" Deferred Shares carry negligible rights and no application will be made for them to be admitted to trading on AIM.

Change of Business and Investing Policy

At the General Meeting, shareholders approved a change of business to that of an investing company with an investing policy to acquire direct and indirect interests in exploration and producing projects and assets in the natural resources sector, anywhere in the world. The Board will consider other sectors as well as opportunities as they arise.

The Board anticipates that investments may be by way of purchasing quoted shares in appropriate companies, outright acquisition or by the acquisition of assets, including the intellectual property, of a relevant business, or by entering into partnerships or joint venture arrangements. Such investments may result in the Company acquiring the whole or part of a company or project (which in the case of an investment in a company may be private or listed or quoted on a stock exchange, and which may be pre-revenue), and such investments may constitute a minority stake in the company or project in question.

The Board anticipates that the Company may be both an active and a passive investor depending on the nature of the individual investments. Although the Company intends to be a medium to long-term investor, the Directors will place no minimum or maximum limit on the length of time that any investment may be held and therefore shorter term disposal of any investments cannot be ruled out.

As an investing company, the Company will be required to make an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules or otherwise implement its Investing Policy on or before the date falling twelve months from the adopting of the Investment Policy by the Shareholders, failing which, trading in the Company's shares would then be suspended on AIM. In the event that trading in the Company's Ordinary Shares on AIM was suspended and the Company failed to obtain Shareholders' consent to renew such policy, the admission to trading on AIM of the Company's shares would be cancelled six months from the date of suspension of trading on AIM in the Company's shares and the Board would then convene a general meeting of the Company to consider whether to continue seeking investment opportunities or to wind up the Company.

An investing company is generally considered to have substantially implemented its investing policy, when it has invested a substantial portion (usually at least in excess of 50%) of all funds available to it, including funds available through agreed debt facilities, in accordance with its investing policy. As yet no funds are available for any such investment.

Subscription

On 19 December 2012, the Company entered into agreements with certain private investors for the subscription of 60,000,000 ordinary shares ('the Subscription Shares'), at 0.25 pence per share, raising gross proceeds of £150,000 ('the Subscription'), for working capital for the Company. The Subscription Shares represented 89.7% of the enlarged issued share capital of the Company of 66,915,895 ordinary shares of 0.1p each.

Loan Notes

As an investing company, the Company intends to undertake an acquisition or acquisitions which will constitute a reverse takeover under the AIM Rules for Companies, within 12 months from 19 December 2012. The Company will require further funds in order to undertake such an acquisition or acquisitions and meet recently incurred costs and future operating expenditure. Therefore, following the General Meeting, the Company entered into a convertible unsecured loan note instrument (the "Loan Notes") for up to £260,000 with Saltwind Enterprises Limited ("the Noteholder", a company connected with Jeremy Edelman. The Loan Notes accrue interest at 0.5% per month and, unless converted, will 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 its right to convert the Loan Notes if such conversion would result in the Noteholder being required to make a mandatory offer to the Company's other shareholders 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 independent shareholders' approval for a waiver of the Rule 9 Obligation at the annual general meeting of the Company held on 12 June 2013.

As at the balance sheet date of 31 December 2012, the Company had drawn down approximately £201,000 under the Loan Notes in order to fund the CVA and other associated costs, including legal, auditing and advisor fees.

Financial Review

The profit of the Company for the 12 months ended 31 December 2012 was £7,834,000 (2011: loss of £14,054,000) reflecting the net benefit from the settlement of creditors of £10,112,000. The net assets as at 31 December 2012 were a deficiency of £93,000 (2011: deficiency of £8,092,000).

As at 31 December 2012, the Company had cash of £189,000 and a further balance available to be drawn down under the Saltwind Loan Notes of circa £59,000.

Outlook

Following the difficulties experienced by the Company and the resultant considerable loss of value for shareholders, we look forward to implementing the new business direction and driving the creation of value for all stakeholders.

Jeremy Edelman

Chairman

28 June 2013

BOARD OF DIRECTORS

Board post 19 December 2012 General Meeting:

Jeremy Edelman - Executive Chairman

Jeremy Edelman holds Bachelor degrees in Commerce and Law together with a Masters degree in Applied Finance. Jeremy is admitted as a solicitor to the Supreme Courts of Western Australia and New South Wales. Jeremy subsequently worked for some of the world's leading investment banks, including Bankers Trust and UBS Warburg in debt and acquisition finance. He has held consulting and director positions in listed companies in the UK and Australia, such as Mt Grace Resources NL, with a focus on resource exploration and development, including investment companies established with the specific objective of investing in resources projects. He also has corporate finance experience, having been responsible for co-coordinating a number of companies in making acquisitions in a variety of resource sectors, including oil and gas, uranium, molybdenum, base metals and coal. He has worked in various regions of the world, including the Republic of Kazakhstan, Russia, South Africa and Australia. Jeremy served as a Director of Altona Energy Plc (also known as Altona Resources Plc) until 4 July 2006, Executive Director of Leni Gas & Oil PLC from August 2006 to December 2010 and Director of Braemore Resources Plc until 27 July 2005.

Anthony Samaha - Executive Director

Anthony Samaha is a Chartered Accountant who has over 20 years' experience in accounting and corporate finance, including resources development. Anthony worked for over 10 years with international accounting firms, including Ernst & Young, principally in corporate finance, gaining significant experience in valuations, IPOs, independent expert reports, and mergers and acquisitions. He has extensive experience in the listing and management of AIM quoted resources companies, such as Altona Energy Plc and Braemore Resources Plc, including fund raisings, project development and mergers and acquisitions. Anthony has been involved in acquisitions and resource projects in various regions of the world, including Australia, South Africa, West Africa, North America, India and the People's Republic of China. He holds Bachelor of Commerce and Bachelor of Economics degrees from the University of Western Australia, and is an Associate of the Institute of Chartered Accountants in Australia and an Associate of the Financial Services Institute of Australasia. Anthony is a Non-Executive Director of AIM quoted Equatorial Palm Oil Plc.

Board to 19 December 2012:

Nick Winks - Chairman

Nick was appointed as a Chairman with effect from 11 February 2011. His early career saw a variety of senior management roles including CEO of a listed group. He has worked with many businesses to bring about change in operating performance, cash generation and debt structures often as a hands-on Chief Recovery Officer or executive chairman. Nick is currently a Senior Partner of WayPoint Change LLP which specialises in business turnaround.

Andrew Pearson - Finance Director

Andrew, a chartered accountant, was appointed Finance Director of Adventis Group PLC on 20 April 2011. As a Senior Partner for 16 years, he formed and led KPMG's Transaction Services business in the Midlands, building a mutli-disciplined team of over 40 senior professionals supporting corporate, PE and bank clients on every type of M & A transaction. Andrew currently is a Senior Partner in WayPoint Change LLP specialising in hands-on business turnaround and M & A projects for banks and PE funds.

Allan Collins - Non-Executive Director

Allan was appointed as part-time Finance Director of Adventis in 2000 and moved into his non-Executive role in 2006. He is a chartered accountant and is Finance Director of Savills (L&P) Limited. He started his career at PricewaterhouseCoopers working in the Corporation Taxation Department and the Advisory Division gaining experience of mergers and acquisitions.

Julian Spooner - Non-Executive Director

Julian was appointed as non-executive Director on 15 September 2010. He spent more than 20 years of his career in marketing and general management roles latterly at Diageo. He led a MBI/ MBO of Media Audits group with private equity funding in 2001 and subsequently sold the business to Accenture which he then joined as COO Accenture Marketing Sciences. Since then Julian has taken a number of directorships of businesses specialising in marketing services and thereby brings significant client and agency experience to Adventis.

DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2012

The Directors submit their report and the audited financial statements of the Company for the year ended 31 December 2012.

Principal activities

At the general meeting of the shareholders of the Company on 19 December 2012, shareholders approved a fundamental change of business to that of an investing company in the natural resources sector, and is now classified as an Investing Company under the AIM Rules for Companies ("AIM Rules"). Prior to this date, the principal activity of the Company during the year was that of a holding company to a group of companies providing specialist business to business marketing services to clients in the technology and media industries.

Change of Name

At the general meeting of the Company on 19 December 2012, shareholders approved the change of the name of the Company to Reabold Resources Plc.

Results and dividends

The results of the Company are shown on page 12. No dividends were declared or paid in the year (2011: £nil). The Directors do not recommend the payment of a final dividend.

Post balance sheet events

On 24 January 2013, the Company's offices were surrendered to the landlord.

On 12 June 2013 at the annual general meeting of the Company, the independent shareholders gave approval for the Loan Notes to be converted into new ordinary shares without incurring a Rule 9 obligation.

Financial Risk Management

The Company's continuing operations expose it to foreign currency, credit and liquidity risks. Given the sector the Group predominantly operated in, it was not exposed to the effects of changes in market prices of commodities. The size of the Company means that it is unnecessary and impractical for the Directors to delegate the responsibility of monitoring financial risk management to a sub-committee of the Board.

Directors and their interests

The names of the Directors who held office during the year and their shareholdings are shown below.

Director	At 31 December 2012	At 1 January 2012
Allan Collins (resigned 19 December 2012)	-	-
Julian Spooner (resigned 19 December 2012)	-	-
Andrew Pearson (appointed 20 April 2011 and resigned 19 December 2012)	-	-
Nick Winks (appointed 11 February 2011 and resigned 19 December 2012)	-	-
Jeremy Edelman (appointed 19 December 2012)	20,000,000	-
Anthony Samaha (appointed 19 December 2012)	-	-

Directors' indemnity

The Company maintains a directors' and officers' liability policy on normal commercial terms which includes third party indemnity provisions.

Going concern

The financial statements have been prepared on the going concern basis. 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. 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. 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.

On 19 December 2012 the Company entered into conditional subscription agreements that raised £150,000 in working capital. In addition, on 19 December 2012 the Company entered into the Loan Notes with Saltwind providing funding up to £260,000, of which amount approximately £201,000 had been drawn down by the Company as at 31 December 2012 and as at the date of this report. Accordingly, the Company has further funding available under the Loan Notes. The Loan Notes are not required to be repaid before 31 December 2013. Further details of the Loan Notes are set out in the Chairman's Statement. On 12 June 2013 at the annual general meeting of the Company, the independent shareholders gave approval for the Loan Notes to be converted into new ordinary shares without incurring a Rule 9 obligation.

As an investing company, the Company intends to undertake an acquisition or acquisitions which constitute a reverse takeover under the AIM Rules, within the next 12 months. The Company will require further funds in order to undertake such an acquisition or acquisitions.

Political and charitable contributions

The Company made no contributions to charitable or political bodies during the year (2011: £Nil).

Creditor payment policy

As the Company entered into a CVA in December 2012, it is not practicable to calculate creditor days (2011: 60 days).

Substantial shareholders

The following had interests in 3% or more of the voting capital of the Company as at 20 June 2013:

Holder	No. of shares	%
Jeremy Edelman	20,000,000	29.9
Silverwood Ventures Ltd	20,000,000	29.9
Mazen Haddad	19,600,000	29.3
Savills (L&P)	2,054,171	3.1

Treasury stock

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. In addition, at the beginning and end of the year an Employee Benefit Trust held 9,311 shares. In aggregate, treasury stock at 31 December 2012 was 104,136 (2011: 104,136) with a market value of £2,082 (2011: £5,832).

Corporate governance

Although the Company is not obliged to comply with the UK Corporate Governance Code (2010) (the "Code"), the Board is committed to ensuring good standards of corporate governance and has taken steps to comply with the Code's principles in so far as practicable for a company of this size.

Board of Directors

The Board meets regularly to determine the policy and business strategy of the Company and has adopted a schedule of those matters that are reserved as the responsibility of the Board. Throughout most of 2012 the Board consisted of two executive Directors, including the Chairman, and two non-executive Directors. For this period, the Chairman was considered independent on appointment although one of the non-executive Directors cannot be considered independent for the purposes of the Code as during the year he was a senior employee of Savills (L&P) Limited, a significant shareholder. However, the previous Board considered that there was an appropriate balance between the executives and non-executives during the year, and that no individual or small group dominated the Board's decision taking. The previous Board's members had a wide range of expertise and experience and it was felt that concerns might be addressed to any of the non-executive Directors.

Board committees

The previous Board delegated certain authorities to committees, each with formal terms of reference, which are available on request to the Company's registered office.

Audit committee

The audit committee consisted of the two non-executive Directors and met at least twice a year to consider the scope of the annual audit and interim reviews, to assess the external auditors, to assess effectiveness of the Company's systems of internal control and to review the requirement for internal audit (which the committee believes is not justified given the current size of the Company). The committee had access to the Group's external auditors. The previous Chairman and Finance Director attended committee meetings by invitation, but were not members.

Remuneration committee

The remuneration committee consisted of the two non-executive Directors and met at least twice a year to determine company policy on senior executive remuneration, to make detailed recommendations to the Board regarding the remuneration packages of the executive Directors and consider the awards under the Group's option schemes. The previous Chief Executive Officer was consulted on remuneration packages and policy, but did not attend discussions regarding his own package. The previous Board believes it was appropriate for the Chairman to chair the committee. The remuneration and terms and conditions of appointment of the non-executive Directors are determined by the Board.

Nomination committee

The nomination committee consisted of the two non-executive Directors and met at least once each year to evaluate individual Board members' effectiveness, to review the composition and balance of the Board and to recommend candidates to the Board for vacancies, as required.

Controlling party

In the opinion of the Directors there is no one party with a controlling interest in the share capital of the Company.

Internal control and risk management

The Board has implemented a formal system of controls which accords with the guidance given in the Turnbull Report and acknowledges its responsibility for reviewing the effectiveness of the systems in place to manage risk and provide reasonable, but not absolute, assurance with regard to the safeguarding of group assets against misstatement or loss. The key elements of the system of internal control during the reporting period were:

· Clear definition of delegated authorities and preparation of annual budgets for Board approval.

· Close involvement by operating management in the day-to-day business of the Group, facilitating prompt identification of risks and action, both financial and operational.

· Regular reporting of individual business performance to the Board and the review of results against planned performance.

· Regular assessment and review of risks and controls and specific annual assessment by the audit committee of the effectiveness of the systems in place. The audit committee reports to the Board on its findings.

Statement of disclosure to auditor

So far as the Directors are aware, there is no relevant audit information of which the Company's auditor is unaware, and they have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Auditor

In accordance with section 486 of the Companies Act 2006, a resolution to reappoint Mazars LLP was put to the Annual General Meeting held on 12 June 2013 and was approved.

By order of the Board, 28 June 2013

A Samaha
Registered Office:
200 Strand

London

WC2R 1DJ

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare financial statements in accordance with International Financial Reporting Standards ("IFRS") as adopted for use in the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgments and accounting estimates that are reasonable and prudent;

· state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

· provide additional disclosures when compliance with specific requirements in IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity's financial position and financial performance; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REABOLD RESOURCES PLC

We have audited the financial statements of Reabold Resources Plc for the year ended 31 December 2012 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows, and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Respective responsibilities of Directors and auditors

As explained more fully in the Directors' Responsibilities Statement set out on page 10, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors. This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body for our audit work, for this report, or for the opinions we have formed.

Scope of the audit of the financial statements

A description of the scope of an audit of financial statements is provided on the Financial Reporting Council's web-site at

www.frc.org.uk/auditscopeukprivate.

Opinion on the financial statements

In our opinion:

· the financial statements give a true and fair view of the state of the Company's affairs as at 31 December 2012 and of its profit for the year then ended;

· the financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;

· the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on the other matters prescribed by the Companies Act 2006

In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

· adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

· the Company financial statements are not in agreement with the accounting records and returns; or

· certain disclosures of Directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

Robert Neate (Senior statutory auditor)

for and on behalf of Mazars LLP

Chartered Accountants and Statutory auditor

Tower Bridge House

St. Katharine's Way

London E1W 1DD

Statement of comprehensive income for the year ended 31 December 2012

_____________________________________________________________________________________

	Notes	2012	2012	2011	2011
		£'000	£'000	£'000	£'000

Revenue			-		-
Other operating income			247		235
Administration expenses			(1,273)		(1,278)

Exceptional items	9
Redundancy		-		(290)
Onerous lease		213		(213)
Impairment of investments		(904)		(14,352)
Impairment of property, plant & equipment		(306)		-
Net benefit from settlement of CVA		9,899		-
		____________		____________
			8,902		(14,855)

Operating profit/(loss)	4		7,876		(15,898)

Finance income	7		-		1,647
Finance costs	8		(42)		(139)

Profit/(loss) on ordinary activities before taxation			7,834		(14,390)

Taxation on profit /(loss) on ordinary activities	10		-		336

Profit/ (loss) for the financial year			7,834		(14,054)

Other comprehensive income			-		-

Total comprehensive income for the financial year			7,834		(14,054)

Attributable to:
Equity holders			7,834		(14,054)
Non controlling interests			-		-

			7,834		(14,054)


Earnings per share	12
Basic and fully diluted earnings/(loss) per share (pence)			88.5		(203.2)

The notes on pages 16 to 34 form part of these financial statements.

Statement of financial position as at 31 December 2012

_____________________________________________________________________________________



	Notes	2012	2011
		£'000	£'000
ASSETS
Non-current assets
Investments	14	-	1,404
Property, plant and equipment	13	-	348

		-	1,752

Current assets
Cash		189	-
Trade and other receivables	15	11	1,168

		200	1,168

Total assets		200	2,920

EQUITY
Capital and reserves
Share capital	17	181	121
Share premium account		7,570	7,480
Capital redemption reserve		200	200
Shares held by EBT	18	(8)	(23)
Other reserves		20	20
Retained earnings		(8,056)	(15,890)

Total equity		(93)	(8,092)

LIABILITIES
Non-current liabilities
Deferred consideration	22	-	1,374
Provision for liabilities and charges	24	-	213
Convertible Loan Notes	16	202	-

		202	1,587

Current liabilities
Trade and other payables	23	91	7,042
Borrowings	16	-	814
Deferred consideration	22	-	1,569

		91	9,425

Total liabilities		293	11,012

Total equity and liabilities		200	2,920

Approved by the Board of Directors on 28 June 2013

Signed on behalf of the board of directors:

Anthony Samaha
Director

The notes on pages 16 to 34 form part of these financial statements.

Statement of changes in equity for the year ended 31 December 2012

_____________________________________________________________________________________

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

Balance 31 December 2011	121	7,480	220	(23)	65	(1,901)	5,962

Total comprehensive income for the year	-	-	-	-	-	(14,054)	(14,054)

Changes in equity for 2011

Share based transactions	-	-	-	-	(65)	65	-


Balance 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

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

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

The notes on pages 16 to 34 form part of these financial statements.

Statement of cash flows for the year ended 31 December 2012

_____________________________________________________________________________________

	Notes	2012	2011
		£'000	£'000
Cashflows from operating activities
Operating profit/(loss)		7,834	(14,054)

Adjustments for:
Impairment of investments		904	14,352
Onerous lease provision		(213)	213
Depreciation on property, plant and equipment		42	81
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		(779)	592

Decrease in receivables		1,404	878
Decrease in payables		112	4,734

Cash generated by operations		737	6,204

Interest paid		(42)	(156)

Net cash from operating activities		695	6,048

Cash flows from investing activities
Interest received		-	-
Purchase of property, plant & equipment		-	(47)
Deferred consideration for prior acquisitions	22	-	(394)
Divestment of subsidiary undertaking		500	-

Net cash used in investment activities		500	(441)

Cash flows from financing activities
Dividends paid		-	-
Repayment of borrowings		(439)	(2,250)
Settlement of creditor claims	9	(105)	-
Loan notes		202	-
Share placement received		150	-

Net cash used in financing activities		(192)	(2,250)

Net increase in cash and cash equivalents		1,003	3,357

Cash and cash equivalents at the beginning of the period		(814)	(4,171)

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

Cash and cash equivalents comprises:
Cash and cash equivalents		189	-
Overdraft and borrowings		-	(814)

		189	(814)

The notes on pages 16 to 34 form part of these financial statements.

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012

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 on pages 7 to 9.

1. Preparation of financial statements

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

New/revised International Financial Reporting Standards		Effective date
IFRS 9	Financial Instruments		Annual periods beginning on or after 1 January 2015
IFRS 10	Consolidated Financial Statements		Annual periods beginning on or after 1 January 2013
IFRS 11	Joint Arrangements		Annual periods beginning on or after 1 January 2013
IFRS 12	Disclosure of interests in other entities		Annual periods beginning on or after 1 January 2013
IFRS 13	Fair Value Measurements		Annual periods beginning on or after 1 January 2013
IFRS 7	Financial Instruments: Disclosures - Amendments enhancing disclosures about offsetting of financial assets and financial liabilities		Annual periods beginning on or after 1 January 2013
IFRS 7	Financial Instruments: Disclosures - Amendments requiring disclosures about the initial application of IFRS 9		Annual periods beginning on or after 1 January 2015
IAS 32	Financial Instruments: Presentation - Amendments to application guidance on the offsetting of financial assets and financial liabilities		Annual periods beginning on or after 1 January 2014
IAS 1	Presentation of Financial Statements: to revise the way other comprehensive income is presented.		Annual periods beginning on or after 1 July 2012
IAS27	Separate Financial Statements		Annual periods beginning on or after 1 January 2013
IAS28	Investments in Associates and Joint Ventures		Annual periods beginning on or after 1 January 2013
There have been various amendments made to existing standards and interpretations as a result of the May 2012 improvements, including IAS 1, IAS 16, IAS 32 and IAS 34. The directors expect that the adoption of the above pronouncements will have no material impact to the financial statements in the period of initial application other than disclosure.
The Company has adopted the amendments to the following standards and interpretations;

IFRS 2: Share based payment - Amendments relating to group cash and settled share-based payment transactions

IFRS 3: Business combinations - Amendments relating from May 2010 annual improvements to IFRSs

IFRS 5: Non current assets held for sale and discontinued operations - Amendments resulting from April 2009 annual improvements to IFRSs

IFRS 7: Financial instruments - Amendments resulting from May 2010 annual improvements to IFRSs

IFRS 7: Financial instruments - Amendments enhancing disclosures about financial assets

IAS 1: Presentation of financial statements -Amendments resulting from May 2010 annual improvements to IFRSs

IAS 24: Related parties - Revised definition of related parties

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 2012 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. 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 the year all the interests in these subsidiaries have been disposed of or are in insolvency procedures or in the process of being struck off and accordingly the company has not prepared consolidated accounts for the year ended 31 December 2012 - this is with the exception of Premium Media Limited and the EBT, which are considered to be immaterial at the year end. Premium Media Limited was subsequently struck off in April 2013 and the EBT dissolved.

Going concern

The financial statements have been prepared on the going concern basis. 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. 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.

On 19 December 2012 the Company entered into conditional subscription agreements that raised £150,000 in working capital. In addition, the Company on 19 December 2012 entered into the Loan Notes with Saltwind providing funding up to £260,000, of which amount approximately £201,000 had been drawn down by the Company as at 31 December 2012 and as at the date of this report. Accordingly, the Company has further funding available under the Loan Notes. The Loan Notes are not required to be repaid before 31 December 2013. Further details of the Loan Notes are set out in the Chairman's Statement. On 12 June 2013 at the annual general meeting of the Company, the independent shareholders gave approval for the Loan Notes to be converted into new ordinary shares without incurring a Rule 9 obligation.

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.

Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership 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 or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease. The corresponding liability to the lessor is included in the balance sheet as 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 charged directly against income, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Company's general policy on borrowing costs.

Rentals payable under operating leases are charged to income on a straight-line basis over the term of the relevant lease.When valuations of leasehold properties (based on future estimated income streams) give rise to a deficit as a result of onerous lease conditions they are recognised as provisions.

These provisions are measured at the present value of the expenditure expected to be required to settle the obligation that reflects current market assessments of the time value of money and the risks specific to the obligation

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.

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 (2011: Nil).

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.

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 consolidated 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.

Compound instruments (continued)

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.

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 made a significant judgement on the accounting treatment and impairment of investments. 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 only, rather than the Group, 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 because it has not yet commenced investment activities and therefore there was no reliance on major customers.

Previously and throughout 2011, 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 2011 other a management fee recharged to and dividends from subsidiary undertakings and there was no reliance on major customers.

4. Profit/(loss) from operations

	2012	2011
The result from operations has been arrived at after charging:	£'000	£'000

Auditors' remuneration - audit of Company	20	24
Depreciation of property, plant and equipment - owned assets	42	64
Staff costs	269	713
Dilapidations	30	-
Impairment of investments	904	14,287
Onerous lease (release)/provision	(213)	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:	2012	2011
	£'000	£'000
Wages and salaries
Social security costs	219	564
Other pension costs	42	103
	8	46
	269	713

During the year there were 2 people (2011: 11) 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	2012 Total	2011 Total
	£'000	£'000	£'000	£'000	£'000
Executive Directors
Jeremy Edelman (appointed 19 December 2012)	-	-	-	-	-
Anthony Samaha (appointed 19 December 2012	-	-	-	-	-
Nick Winks (resigned 19 December 2012)	30	-	-	30	55
Andrew Pearson (resigned 19 December 2012)	65	-	-	65	78
Charles Phillpot (resigned 31 May 2011)	-	-	-	-	267
Peter Linnell (resigned 30 March 2011)	-	-	-	-	99

Non-Executive Directors
Julian Spooner (resigned 19 December 2012)	12	-	-	12	25
Allan Collins (resigned 19 December 2012)	12	-	-	12	25
Aubrey Adams (resigned 14 February 2011)	-	-	-	-	10

	119	-	-	119	559

The remuneration of Directors and key executives is decided by the remuneration committee having regard to comparable market statistics. The amount paid to the Directors represents the total paid to key management.

As at 31 December 2012, no Director was accruing benefits under a money purchase scheme (2011: none). At the year-end no Director had any share options. Share options of directors who resigned in the year or prior years lapsed on their resignation.

7. Finance income

	2012	2011
	£'000	£'000

Dividend income	-	1,647

8. Finance costs

	2012	2011
	£'000	£'000

Bank interest on loans and overdrafts	42	213

9. Exceptional items

The Company incurred exceptional items as follows:

	2012	2011
	£'000	£'000

Termination of employment contracts	-	(290)
Onerous lease provision (note 24)	213	(213)
Impairment of investments (note 14)	(904)	(14,352)
Impairment of property, plant and equipment (note 13)	(306)	-
Net benefit from creditor settlement	9,899	-

	8,902	(14,855)

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.

Contract termination costs comprised the costs, inclusive of legal costs, of terminating the employment contracts of the former Chief Executive Officer and former Finance Director for £190,000 and £100,000 respectively inclusive of legal costs.

10. Tax on profit on ordinary activities

Analysis of charge in year

2012 2011

£'000 £'000

Current tax:

UK corporation tax on profits/(loss) of the year - (340)

Adjustments in respect of previous periods - -

Total current tax - (340)

Deferred tax:

Release of deferred tax asset - 4

Origination and reversal of temporary differences - -

Total deferred tax - 4

Total tax for the year - (336)

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 24.5 % (2011: 26.5%).

The differences are explained below:

2012 2011

£'000 £'000

Profit/(loss) on ordinary activities before tax 7,834 (14,054)

Profit/(loss) on ordinary activities multiplied by standard rate

Of corporation tax in the UK of 24.5% (2011: 26.5%) 1,919 (3,724)

Effects of:

Expenses not deductible for tax purposes (1,919) 3,388

Unrelieved tax losses - -

Total tax for the year - (336)

Current period corporation tax rate:

The corporation tax rate was reduced from 26% to 24% on 1 April 2012. Thus the corporation tax rate for the year ended 31 December 2012 is 24.50%.

Deferred tax rate:

Deferred tax has been calculated at 23% which is the rate which has been enacted to apply from 1 April 2013.

Future changes in tax rates

Further reductions to the corporation tax rates have been announced in the March 2013 Budget and are expected to be substantively enacted in the Finance Act 2013 in July 2013. Within this 2013 Budget it was proposed to reduce the corporation tax rate to 21% from 1 April 2014 and to 20% from 1 April 2015. However, as these reduced rates have not been substantively enacted by the Balance sheet date of 31 December 2012, they have not been reflected in these accounts.

11. Dividends

	2012	2011
Amounts recognised as distributions to equity holders in the year:	£'000	£'000

Final dividend of Nil for 2012 (2011: Nil) per share	-	-

	-	-

Recommended final dividend for 2012 of Nil (2011: Nil) per share	-	-

12. Earnings per share

The calculations of the basic and diluted earnings per share are based on the following data:	2012		2011
	£'000		£'000
Profit/(Loss) for the year	7,834		(14,054)

Profit/(Loss) for the purpose of basic earnings per share	7,834		(14,054)

Number of shares
Weighted average number of ordinary shares in issue during the year	8,869,551		6,915,896
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	8,869,551		6,915,896

Profit/(Loss)/earnings per share
Basic profit/(loss)/earnings per share (pence)		88.5		(203.2)

On 19 December 2012 at a General Meeting of the Company, approval was obtained for a 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. Immediately 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 will be subject to special rights and restrictions.

On 19 December 2012, the Company entered into conditional agreements with certain private investors for the subscription of 60,000,000 ordinary shares ('the Subscription Shares'), at 0.25 pence per share to raise gross proceeds of £150,000 ('the Subscription'), to provide additional working capital for the Company. The Subscription Shares represents 89.7% of the enlarged issued share capital of the Company and rank pari passu with the Company's existing Shares.

13. Property, plant and equipment

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	-	-	-


2011	Leasehold improvements	Fixtures, fittings and equipment	Total
	£'000	£000	£000
Cost
At 1 January 2011	258	729	987
Additions	-	47	47

At 31 December 2011	258	776	1,034

Accumulated depreciation
At 1 January 2011	89	516	605
Charge for the year	27	54	81

At 31 December 2011	116	570	686

Carrying amount
At 31 December 2011	142	206	348

14. Investments

	2012	2011
	£'000	£'000
Cost
At 1 January	22,353	21,186
Additions	-	1,167
Disposals	500	-

At 31 December	21,853	22,353

Impairment
At 1 January	20,949	6,597
Impairment in the year	904	14,352

At 31 December	21,853	20,949

Net book value
At 31 December	-	1,404

During the year 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 the year was calculated on the basis of value in use post disposal of the trading operations of the relevant company.

15. Trade and other receivables

	2012	2011
	£'000	£'000

Amounts owed by subsidiary undertakings	-	1,016
Other taxation and social security	11	50
Prepayments and accrued income	-	102

	11	1,168

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

	2012	2011
	£'000	£'000

Bank overdraft	-	63
Bank debt	-	750
Invoice discounting facility drawdown	-	1
Convertible Loan Notes	202	-

	202	814

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.

Following the General Meeting, the Company entered into a convertible unsecured loan note instrument (the "Loan Notes") for up to £260,000 with Saltwind Enterprises Limited, 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 £201,000 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.

17. Share capital

	2012	2012	2011	2011
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	121	48,411,267
Capital reorganisation and consolidation	(114)	(41,495,371)	-	(41,495,371)
	____	__________	____	__________
Post capital reorganisation, ordinary shares of 0.10 pence each	7	6,915,896	121	6,915,896
Placement of new ordinary shares of 0.10 pence each	60	60,000,000	-	-
	____	__________	____	__________
Closing, 31^st December, ordinary shares of 0.10 pence each	67	66,915,896	121	6,915,896

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

At 31^st December 2012 no share options were outstanding (2011: 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. The Subscription Shares represent 89.7% of the enlarged issued share capital of the Company and rank pari passu with the Company's existing Shares. Following admission of the Subscription Shares, and completion of the Subscription, the Company's total issued ordinary share capital was 66,915,896 ordinary shares of 0.1p each and 6,915,896 "A" Deferred Shares of 1.65 pence per share.

18. Treasury stock

At 31 December 2012 104,136 ordinary shares were held in treasury stock (2011: 104,136 shares) with a market value at 31 December 2012 of £2,082 (2011: £5,832). This represents 0.15 % of the issued share capital (2011: 1.50%).

19. Share based payments

Throughout the year ended 31 December 2012, the Company had Nil share options in issue (2011: Nil).

20. Employee benefit trust

On 18 October 2006 shareholders approved the establishment by the Company of the Adventis Group Employee Benefit Trust (the "EBT") as part of the Company's employee incentive arrangements. In December 2006 the Company transferred £20,100 being the initial advance to Abacus Corporate Trustee Limited, trustee of the EBT. In January 2007 the EBT acquired 25,180 Ordinary Shares for £9,933. In January 2009 the EBT acquired a further 40,000 shares for £13,332. Following these acquisitions the EBT is interested in 9,311 Ordinary Shares representing 0.013% of the Ordinary Shares in issue at 31 December 2012.

The potential beneficiaries of the EBT included the executive directors and employees of the Group and their respective families.

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.

For the year ended 31 December 2012, no transactions were undertaken by the EBT. The market value of ordinary shares held in the EBT at 31 December 2012 was Nil (2011: Nil).

As at 31 December 2012, proceedings had begun to close the EBT and accordingly, the Company recognised the asset receivable and the interest in the EBT derecognised with a reduction through reserves. The EBT was terminated post balance sheet date on 26 April 2013.

21. 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	-	-

22. Deferred consideration

	2012	2011
	£'000	£'000
Amounts payable:
Within one year	-	1,569
In the second to fifth years inclusive	-	1,374

	-	2,943

The deferred consideration relates largely to the purchases of Second2 Limited on 10 June 2008 and bChannels Limited on 2 February 2010. The consideration due in more than one year was calculated based on the pre-tax profits of bChannels Limited for the two years ending 31 December 2013 and so was subject to periodic revision.

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 amount paid to them in full and final settlement of their claims against the Company.

23. Trade and other payables

	2012	2011
	£'000	£'000

Trade payables	91	187
Other taxation and social security	-	22
Accruals and deferred income	-	438
Due to subsidiary undertakings	-	6,395

	91	7,402

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.

24. Provisions for liabilities and charges

	2012	2011
	£'000	£'000

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

The provision consists of £nil (2011: £213,000) for the onerous lease provision on the UK leasehold property. The onerous lease provision arose from the decision to close the Health division. Settlement was reached during the year with the landlord of the leasehold property.

25. 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 2012	Land and buildings 2011
	£'000	£'000
Total rentals payable on leases:
Within one year	19	210
Within two to five years	-	1,020
Over five years	-	1,530

	19	2,760

The principal property lease commitment is for Adventis House in Beaconsfield which commenced in April 2007 for a 15 year period. The annual rent is currently £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.

26. Related party transactions

Amounts owed by and (due to) the Company to its wholly owned subsidiaries representing advances and recharged management fees:

31 December 2012

31 December 2011

£'000

Second2 Limited

2,071

bChannels Limited

877

Adventis Media Two Limited (formerly Adgenda Media Limited)

1,089

Adventis Media Limited (formerly Adventis Coltman Limited)

1,707

Gilbert Doyle Oakmont Limited

Premium Media Limited

Property Marketing Company Limited

Adventis Health Limited

Roundhouse Limited

Adventis Integrated Limited

(121)

MDC Limited

(60)

Unallocated group tax relief

(364)

5,379

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:

	£,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
	_______

Interest of £390 was payable to Saltwind Enterprises Limited, a company controlled by Jeremy Edelman (2011: nil), together with capital of £201,500 (2011: Nil).

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

27. 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 management 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

Following the CVA, 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 2012 and 2011, 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:

	2012	2011
	£'000	£'000

Bank borrowings	-	814
Loan notes	202
Less: cash and bank balances	(189)	-

Net debt	13	814
Total equity	(93)	8,092

Capital Employed	80	8,906

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
	2012	2011
	£'000	£'000
Financial assets:
Cash and cash equivalents	189	-
Loans and other receivables	11	1,168

Total financial assets	200	1,168

Financial liabilities:
Other financial liabilities	293	10,990

28. Post balance sheet events

On 12 June 2013 at the annual general meeting of the Company, the independent shareholders gave approval for the Loan Notes to be converted into ordinary shares without incurring a Rule 9 obligation.

On 24 January 2013, the Company's offices were surrendered to the landlord.

29. Ultimate controlling party

There is no single ultimate controlling party.

This information is provided by RNS

The company news service from the London Stock Exchange

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