V2 VENTURES PLC
("V2 Ventures" or the "Company")
Unaudited Final Results for the year ended 31 December 2012
Directors' Report
For the year ended 31 December 2012
Principal activity
The principal activity of the company in this period has been that of an
investment company.
Business review and subsequent events
During the period Peter Holmes, Daniel Edelman, Mike Chan and Michelle Wong
were appointed to the board of the Company and Sebastian Moonjely, Uday Nayak,
Wendy Rosenthal and Michael Swinney stepped down as directors. Paul Rewrie also
served as a director during the year.
The Company recapitalised its balance sheet during the period by the issue of £
575,000 nil coupon, convertible loan notes. The Loan Notes are convertible at
2.2053 pence a share and upon full conversion, would equate to 26,073,550
ordinary shares of 1p in V2 Ventures Plc.
The board continues to seek suitable opportunities for the Company and is
committed to identifying and executing investment prospects internationally.
Results
The loss for the year, after taxation, amounted to £262,365 (2011 - loss £
35,100).
Unaudited Profit and Loss Account
For the year ended 31 December 2012
2012 2011
£ £
Administrative expenses (163,580) (35,100)
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Operating loss (163,580) (35,100)
Amounts written off investments (3,390) -
Interest payable and similar (95,395) -
charges
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Loss on ordinary activities before (262,365) (35,100)
taxation
Tax on loss on ordinary activities - -
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Loss for the financial year (262,365) (35,100)
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Loss per share for the year was 2.51p (2011: 0.34p).
All amounts relate to continuing operations.
There were no recognised gains and losses for 2012 or 2011 other than those
included in the Profit and loss account.
Unaudited Balance Sheet as at 31 December 2012
2012 2011
£ £
Fixed assets
Investments - 3,390
Current assets
Debtors 6,000 -
Cash at bank 275,430 89
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281,430 89
Creditors: amounts falling due within one
year (42,674) (110,296)
Net current assets/(liabilities) 238,756 (110,207)
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Total assets less current liabilities 238,756 (106,817)
Creditors: amounts falling due after more than (473,036) -
one year
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Net liabilities (234,280) (106,817)
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Capital and reserves
Called up share capital 104,363 104,363
Share premium account 215,426 215,426
Profit and loss account (688,971) (426,606)
Other reserves 134,902 -
Shareholders' deficit (234,280) (106,817)
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NOTES
1) Basis of preparation
The summary financial 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
2012. The results for the year ended 31 December 2012 are unaudited. The
statutory accounts for the year ended 31 December 2012 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 2011 have been reported
on by the Company's auditors and delivered to the Registrar of Companies. The
auditors have reported on those accounts; their report was unqualified and did
not contain statements under section 498(2) or (3) of the Companies Act 2006.
2) Key accounting policies
Financial instruments
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into.
A financial liability exists where there is a contractual obligation to deliver
cash or another financial asset to another entity, or to exchange financial
assets or financial liabilities under potentially unfavourable conditions.
Finance costs and gains or losses relating to financial liabilities are
included in the profit and loss account. The carrying amount of the liability
is increased by the finance cost and reduced by payments made in respect of
that liability. Finance costs are calculated so as to produce a constant rate
of charge on the outstanding liability.
An equity instrument is any contract that evidences a residual interest in the
assets of the company after deducting all of its liabilities.
Compound instruments
Compound instruments comprise both a liability and an equity component. The
elements of a compound instrument are classified in accordance with their
contractual provisions. At the date of issue, the liability component is
recorded at fair value, which is estimated using the prevailing market interest
rate for a similar debt instrument without the equity feature. Thereafter, the
liability component is accounted for as a financial liability in accordance
with the accounting policy set out above.
The residual is the equity component, which is accounted for as an equity
instrument and credited to other reserves.
Debt issue costs
The debt issue costs incurred have been offset against the related debt and
will be charged to finance costs at a constant rate on the carrying value of
the debt. If it becomes clear that the related debt will be redeemed early then
the charge to finance costs will be accelerated. Where there is an early
repayment clause within the debt instrument, costs incurred are amortised to
the profit and loss account to the earliest opportunity the debt could be
repaid.
3) Going concern
Notwithstanding net liabilities of £234,280 at the balance sheet date, the
directors have prepared the summary financial information on a going concern
basis. The Company raised £575,000 through convertible loan notes, which the
directors expect to be converted into equity prior to the end of the exercise
period in January 2014. The loan notes become redeemable at the end of the
exercise period, however, the directors have obtained written assurances from
the holders of the loan notes confirming that conversion will take place prior
to January 2014.
The directors have prepared forecasts beyond 12 months from the date the
summary financial information was approved. These forecasts show that, in the
absence of any additional funding, the company will have sufficient resources
to continue as a going concern until the end of January 2015.
The directors are currently looking at a number of investment opportunities and
are confident that if an appropriate investment is identified, the company will
be able to raise the financing required to fund the investment.
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.
4) Dividends
The Directors do not recommend the payment of a dividend for the year.
The Directors of the issuer accept responsibility for this announcement.
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Enquiries:
V2 VENTURES PLC
Peter Holmes
+44 203 384 3640
PETERHOUSE CORPORATE FINANCE LIMITED
Fungai Ndoro and Eran Zucker
Tel: +44 20 7469 0932