V2 VENTURES PLC
("V2 Ventures" or the "Company")
Unaudited Final Results for the year ended 31 December 2011
V2 Ventures is pleased to announce the unaudited final results of the Company
for the year ended 31 December 2011.
Directors' Report
Principal activity
The principal activity of the Company in this period has been that of an
investment company.
Business review and subsequent events
The Company's operations in the year ended 31 December 2011 were limited in
nature due to a lack of liquidity, in terms of its own shares and in those of
its principal investments, with the Company incurring listing and other
administrative expenses. Subsequent to the year end the Company has completed a
change in management and has raised finance to enable the Company to progress.
Results
The loss for the year, after taxation, amounted to £35,100 (2010 - loss £
173,083). The directors have not recommended a dividend (2010: nil).
Company objectives
The management objectives are primarily to enable the business to continue as a
going concern and to secure additional finance in order to grow the business by
enabling the Company to implement its investment strategy.
Going concern
Notwithstanding net liabilities of £106,817 at the balance sheet date, the
directors have prepared the summary financial information on a going concern
basis. Since the year end, the Company has raised £575,000 through convertible
loan notes, which the directors expect to be converted into equity in August
2012. This amount is expected to provide sufficient working capital to enable
the Company to meet its financial objectives and liabilities until at least 31
May 2013. Further details are provided in the Basis of Preparation note.
Future developments
The Company has recapitalised the balance sheet post year end by the issue of a
convertible loan note and will now seek additional funding to implement its
investment strategy. The convertible loan note with a par value of £575,000
converts into ordinary 1 pence shares in the Company at 2.2053 pence per share
and has a one year exercise period from the date of issue, 12 January 2012. The
loan notes have a coupon rate of nil.
Directors
The directors who served during the year were:
U Nayak (resigned 13 January 2012)
S D Moonjely (resigned 16 January 2012)
W Rosenthal (resigned 16 January 2012)
M Swinney (resigned 13 May 2012)
The directors appointed subsequent to the year end were:
P J Holmes (appointed 13 January 2012)
D Edelman (appointed 16 April 2012)
K S Tan (appointed 16 April 2012)
B F Wong (appointed 16 April 2012)
Principal risks and uncertainties
Liquidity and future funding
The principal risk and uncertainty is that the Company is unable to raise
sufficient funds to enable it to settle its liabilities and to implement its
investment strategy in order to grow the business. The newly appointed board of
directors have put into place plans to address this, the first stage of which
was to recapitalise the balance sheet through the issue of convertible loan
notes in January 2012.
Financial instruments
The Company's financial instruments comprise some cash and liquid resources,
and various items, such as trade debtors and trade creditors that arise
directly from its operations. The main purpose of these financial instruments
is to raise finance for the Company's operations.
The principal financial risk management objectives of the Company are to ensure
the business is able to continue as a going concern and to secure sufficient
funding to enable the Company to implement its investment strategy. The
principal risk faced by the Company is liquidity risk. Management prepare
periodic working capital forecasts allowing an assessment of the cash
requirements of the Company in order to manage liquidity risk. The directors
have considered the risk posed by liquidity and are satisfied that they will be
able to find an investment for the Company that will allow it to operate into
the foreseeable future.
Company's policy for payment of creditors
The Company's policy concerning the payment of creditors is to:
i) settle the terms of payment with suppliers when agreeing the terms of each
transaction;
ii) ensure that suppliers are made aware of the terms of payment by inclusion
of the relevant terms in contracts;
iii) pay in accordance with the Company's contractual and other legal
obligations.
During the year the Company was unable to adhere to its creditor payment policy
due to a lack of liquidity. However, all creditor balances outstanding at the
balance sheet date had been settled by the date the summary financial
information was approved. The Company intends to adhere to the policy going
forward now that it has the funds to do so.
Auditor
Grant Thornton UK LLP were appointed auditor during the year in accordance with
section 485(3) of the Companies Act 2006. In accordance with 485(4) of the
Companies Act 2006 a resolution to reappoint Grant Thornton UKK LLP as auditors
will be proposed at the Annual General Meeting.
Unaudited Profit and Loss Account
For the year ended 31 December 2011
2011 2010
£
Administrative expenses (35,100) (173,083)
Loss on ordinary activities before (35,100) (173,083)
taxation
Tax on loss on ordinary activities -
Loss for the financial year (35,100) (173,083)
Loss per share for the year was 0.34p (2010: 1.7p).
All amounts relate to continuing operations.
There were no recognised gains and losses for 2011 or 2010 other than those
included in the Profit and loss account.
Unaudited Balance Sheet
As at 31 December 2011
2011 2010
£ £
Fixed assets
Investments 3,390 3,390
Current assets
Debtors - 919
Cash at bank 89 1,375
89 2,294
Creditors: amounts falling due within one year (110,296) (77,401)
Net current liabilities (110,207) (75,107)
Total assets less current liabilities (106,817) (71,717)
Capital and reserves
Called up share capital 104,363 104,363
Share premium account 215,426 215,426
Profit and loss account (426,606) (391,506)
Shareholders' deficit (106,817) (71,717)
Basis of preparation
The summary information presented has been prepared under the historical cost
convention and in accordance with applicable accounting standards.
The unaudited summary financial information set out in this announcement does
not constitute the Company's statutory accounts for the year ended 31 December
2011. The results for the year ended 31 December 2011 are unaudited. The
statutory accounts for the year ended 31 December 2011 will be finalised on the
basis of the financial information presented by the Directors in this
preliminary announcement, and will be delivered to the Registrar of Companies
in due course. The statutory accounts are subject to completion of the audit
and may change should a significant adjusting event occur before the approval
of the Annual Report.
The statutory accounts for the year ended 31 December 2010 have been reported
on by the Company's previous auditors and delivered to the Registrar of
Companies. The auditors have reported on those accounts; their report was
unqualified but included a reference in respect of going concern to which the
auditor drew attention by way of emphasis of matter without qualifying their
report. The report did not contain statements under section 498(2) or (3) of
the Companies Act 2006.
Notwithstanding net liabilities of £106,817 at the balance sheet date, the
directors have prepared the summary financial information on a going concern
basis. Since the year end, the Company has raised £575,000 through convertible
loan notes. The loan notes can be converted into equity at any point during the
exercise period which ends on 12 January 2013, however, the directors
anticipate that conversion will take place in August 2012. This amount is
expected to provide sufficient working capital to enable the Company to meet
its financial objectives and liabilities until at least 31 May 2013.
The directors have obtained written assurances from the holders of the loan
notes confirming that conversion will take place before 12 January 2013,
subject to approval by the Take Over Panel. In the very unlikely event that the
conversion is not approved prior to the end of the exercise period, the holders
of the loan notes have confirmed that they will not demand repayment prior to 1
June 2013 unless the Company has raised sufficient finance to repay the amounts
owed. Based on the forecasts prepared and the assurances gained from the
holders of the loan notes, the directors believe it is appropriate to prepare
the summary financial information on a going concern basis.
The preliminary announcement for the year ended 31 December 2011 was approved
by the Board for release on 30 May 2012.
The Directors of the issuer accept responsibility for this announcement.
---ENDS---
Enquiries:
V2 VENTURES PLC
Peter Holmes
+44 203 384 3640
RIVINGTON STREET CORPORATE FINANCE
Fungai Ndoro / Eran Zucker
Tel: +44 20 7562 3373