Greener House Investments plc
("GHI" or the "Company")
Final results for the year ended 31 May 2009
Greener House Investments plc (PLUS: GHIP), a special purpose acquisition
company established to make an acquisition in the healthcare industry, announces
its final results for the year ended 31 May 2009.
The Company reports a loss for the year of £21,383 (2008, £19,205).
Jonathan Metliss, Chairman, commented, "When we last reported, we expressed our
confidence that we would be able to conclude an attractive transaction this
year, and we have continued to research and evaluate many opportunities in these
and other sectors. We are therefore very disappointed that none of the numerous
opportunities which we have pursued during the past twelve months has yet
satisfied us that it could meet our criteria of being an established business
and be profitable, or have good prospects of profitability within the next
twelve months and offer good growth prospects for the future. Nevertheless, we
remain hopeful of achieving such an acquisition, and we continue to consider
potential opportunities identified by ourselves, our advisers and others, and
discussions proceed with prospective targets. In the meantime we aim to conserve
our cash resources as far as possible while maintaining the Company in existence
with its shares listed on the PLUS market."
The directors of Greener House Investments plc take responsibility for this
announcement.
Enquiries:
Greener House Investments plc 020 7451 7050
Jonathan Metliss, Chairman
Daniel Stewart & Co Plc
Stewart Dick 020 7776 6550
Chairman's and Director's Statement
Year Ended 31 May 2009
Greener House Investments PLC was established by the Directors for the purpose
of acquiring companies or key stakes in companies, or to acquire businesses or
assets, in the healthcare sector.
For a suitable and substantial acquisition achieved by the issue of shares of
the Company, the transaction would result in a reverse take-over which would
provide the acquired business with a listing for its shares and access to the
Company's cash resources.
The Company identified the following sectors, amongst others, as having
interesting opportunities:
· Primary care
· Community Hospitals
· Pharmacy
· Medical devices
· Medical services (including secondary care and dentistry)
· Medical property (including secondary care properties)
· Day surgery
· Chronic disease management
· Development of university and hospital spin-off Intellectual Property
When we last reported to you, we expressed our confidence that we would be able
to conclude an attractive transaction this year, and we have continued to
research and evaluate many opportunities in these and other sectors. We are
therefore very disappointed that none of the numerous opportunities which we
have pursued during the past twelve months has yet satisfied us that it could
meet our criteria of being an established business and be profitable, or have
good prospects of profitability within the next twelve months and offer good
growth prospects for the future. Nevertheless, we remain hopeful of achieving
such an acquisition, and we continue to consider potential opportunities
identified by ourselves, our advisers and others, and discussions proceed with
prospective targets. In the meantime we aim to conserve our cash resources as
far as possible while maintaining the Company in existence with its shares
listed on the PLUS market.
A resolution to continue pursuit of the Company's investment strategy will be
proposed at the annual general meeting of shareholders of the Company on 11
September 2009.
Jonathan Metliss and Harry Hyman
11 August 2009
Directors' Report
Year Ended 31 May 2009
The Directors present their report and the audited financial statements for the
year ended 31 May 2009.
Principal activity
The Company was established as a special purpose acquisition company, and its
principal activity is to seek a suitable acquisition of a company or business in
the healthcare sector.
Results
The income statement for the year is set out below.
The Company's loss for the year of £21,383 (2008, £19,205) has been transferred
to retained earnings.
Review of business
A review of the business and future developments is presented in the Chairman
and Director's Statement.
Corporate Governance
The Directors recognise the value of the combined code on corporate governance
and have considered the recommendations and applicability to the Company in so
far as it is practicable and appropriate for a public company of its size.
Directors' Remuneration
The Directors did not receive any remuneration during the year (2008: £nil).
Therefore the Company has not prepared a Directors' remuneration report.
Directors and their interests
The following Directors have held office since 1 June 2008:
J.A. Metliss - Non Executive Chairman
H.A. Hyman - Non Executive Director
Their beneficial interests in the shares of the company are as follows:
Ordinary shares 0.1 pence each
31 May 2009 31 May 2008
J.A. Metliss 2,750,000 2,750,000
H.A. Hyman 2,750,000 2,750,000
Nexus Group Holdings Limited, a company in which H.A. Hyman is a director and
shareholder, holds 20,000,000 ordinary shares of 0.1 pence each.
The total number of ordinary shares under the warrants for which Directors may
subscribe as at 31 May 2009 are as follows:
Name Date of Exercise Number of Exercise
grant price per ordinary year
ordinary shares
share (p) under
warrant
J.A. Metliss 10 July 2007 1p 250,000 60 months
H.A. Hyman 10 July 2007 1p 250,000 60 months
Nexus Structured Finance Limited holds 5,000,000 warrants.
Substantial shareholdings
In addition to the directors' interests disclosed above, the Company has been
notified of the following holdings of 3% or more of the ordinary issued share
capital at 31 May 2009:
Number of % held
ordinary
shares
Daniel Stewart Securities PLC 20,500,000 20.50%
Nexus Group Holdings Limited 20,000,000 20.00%
Bernard Kelly 13,750,000 13.75%
Leavesden Securities 10,000,000 10.00%
(Holdings) Limited
Geoffrey Bowden 5,500,000 5.50%
Share capital
The authorised and issued share capital of the Company is shown in note 10 to
the financial statements. The Company aims to manage its overall capital so as
to ensure that it continues to operate as a going concern whilst providing an
adequate return to shareholders.
Related Party Transactions
Details of the transactions with related parties undertaken by the Company
during the year are disclosed in note 12 to the financial statements.
Creditors payment policy
It is the policy of the Company to establish payment terms with suppliers when
agreeing terms of business with the view of meeting due dates of payment agreed
so far as it is practicable.
The number of days' purchases outstanding at 31 May 2009 was 31 (2008 nil).
Post balance sheet events
There were no post balance sheet events.
Financial instruments
The Company's principal financial instruments comprise investments, cash, other
receivables, trade and other payables.
The Directors consider that the carrying values of all the Company's financial
assets and liabilities approximate to their fair values as at the balance sheet
dates.
Internal controls
The Directors have reviewed the Company's system of internal control which is
designed to safeguard the assets of the Company and ensure the reliability of
financial information for both internal use of and external publication.
Going Concern
As the Company has sufficient cash resources to meet its operational
requirements the Directors expect that the Company will continue in operational
existence for the foreseeable future. The going concern basis has therefore
been used to prepare these financial statements.
Management of risks
The Directors continue to assess the risks facing the Company. The acquisition
of an appropriate business or company is key to the success of the Company, and
is in turn the most significant risk facing the Company.
The other risks the Company is exposed to are as follows:
Interest rate risk
The Company continues to finance its operations from the original issue of
equity. Surplus cash balances are held in a sterling money fund in the short
term and returns are expected to fluctuate with the rates of interest. The
benchmark rate which determines the interest rate received on interest bearing
cash balances is the LIBOR.
Liquidity risk
The Company has sufficient cash to meet its operational requirements.
Currency risk
The Company's income and expenses are denominated in sterling. Accordingly the
Company is not exposed to any significant currency risk.
Credit risk
The Company has no significant credit risk.
Statement of Directors' Responsibilities
Company law requires the Directors to prepare financial statements for each
financial year which give a true and fair view of the state of affairs of the
Company and the Group and of the profit or loss of the Group for that year. In
preparing those financial statements, the Directors are required to:
· Select suitable accounting policies and then apply them consistently;
· Make judgements and estimates that are reasonable and prudent;
· State whether they have been prepared in accordance with International
Financial reporting Standards ("IFRS") as adopted by the European Union; 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 which
disclose with reasonable accuracy at any time the financial position of the
Company to enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for the system of internal
control, for safeguarding the assets of the Company and 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 Company's
website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other
jurisdictions.
Auditors
Sedley Richard Laurence Voulters have expressed their willingness to remain in
office and resolutions reappointing them as auditors and authorising the
Directors to fix their remuneration will be put to the Annual General Meeting.
Statement of disclosure to auditor
(a) So far as the directors are aware, there is no relevant audit information
of which the company's auditors are unaware, and
(b) The Directors 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 auditors are aware of that information.
By order of the Board
For and on behalf of Nexus Structured Finance Limited
Secretary 11 August 2009
Independent Auditors' Report to the Shareholders of Greener House Investments
PLC
We have audited the financial statements of Greener House Investments Plc for
the year ended 31 May 2009 set out on pages 10 to 17. 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 on page 7,
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 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 Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are
appropriate to the company's circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant accounting estimates
made by the directors; and the overall presentation of the financial statements.
Opinion on 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
May 2009 and its loss for the year then ended;
- have been properly prepared in accordance with IFRSs as adopted by the
European Union; and
- have been prepared in accordance with the requirements of the Companies Act
2006.
Opinion on 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:
Under the Companies Act 2006 we are required to report to you if, in our
opinion:
- adequate accounting records have not been kept or returns adequate for our
audit have not been received from branches not visited by us; or
- the financial statements and the part of the Directors' Remuneration Report
that is subject to audit 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.
Under the Listing Rules we are required to review:
- the directors' statement in relation to going concern; and
- the part of the Corporate Governance Statement relating to the company's
compliance with the provisions of the 2006 Combined Code specified for our
review.
ALOK VERMA 1 Conduit Street
(Senior statutory auditor) London
For and on behalf of Sedley Richard Laurence Voulters, W1S 2XA
Statutory Auditor
11 August 2009
Greener House Investments PLC
Income statement
Year Ended 31 May 2009
8 May
2007 to
2009 31 May
2008
Note
£ £
Revenue - -
Cost of sales - -
Gross profit - -
Administrative expenses (31,506) (31,916)
Operating loss 2 (31,506) (31,916)
Finance income 4 10,123 12,712
Finance cost 5 - (1)
Loss before tax (21,383) (19,205)
Taxation 6 - -
Loss for the year (21,383) (19,205)
Loss per share expressed in pence
per share
Basic 7 (0.02) (0.02)
Diluted 7 (0.02) (0.02)
The profit and loss account has been prepared on the basis that all operations
are continuing operations.
There are no gains or losses other than those passing through the profit and
loss account.
The notes below form part of these accounts.
Greener House Investments PLC
Balance Sheet at 31 May 2009
2009 2008
Not
e £ £
ASSETS
Current assets
Other receivables 8 4,173 4,064
Investments 9 366,209 381,747
Cash and cash 440 1,513
equivalents
TOTAL ASSETS 370,822 387,324
EQUITY AND LIABILITIES
Capital and reserves
Share capital 10 100,025 100,025
Share premium 298,279 298,279
Retained earnings (40,588) (19,205)
Total shareholders' 357,716 379,099
equity
Current liabilities
Trade and other payables 11 13,106 8,225
TOTAL EQUITY AND 370,822 387,324
LIABILITIES
Approved by the Board on 11 August 2009
H.A. Hyman
The notes below form part of these accounts.
Greener House Investments PLC
Cash Flow Statement
Year Ended 31 May 2009
8 May
2007 to
2009 31 May
2008
£ £
Operating activities
Loss for the year before taxation (21,383) (19,205)
from continuing operations
Adjustments for:
Interest income (10,123) (12,712)
Increase in other receivables (109) (4,064)
Increase in trade and other payables 4,881 8,225
Net cash used for operating (26,734) (27,756)
activities
Investing activities
Interest received 10,123 12,712
Purchase of investment - (381,747)
Proceeds from redemption of 15,538 -
investment
Net cash generated from/(used for) 25,661 (369,035)
investing activities
Financing activities
Net proceeds from issue of shares - 398,304
Net cash generated from financing - 398,304
activities
Net (decrease)/increase in cash and (1,073) 1,513
cash equivalents
Cash and cash equivalents at 1,513 -
beginning of the year
Cash and cash equivalents at end of 440 1,513
the year
Greener House Investments PLC
Statement of Changes in Shareholders' Equity
Year Ended 31 May 2009
Share Share Total
Capital Premium Retained
Earnings
£ £ £ £
Balance as at 1 June 2008 100,025 298,279 (19,205) 379,099
Loss for the year - - (21,383) (21,383)
Balance as at 31 May 2009 100,0255 298,2799 (40,588) 357,716
Greener House Investments PLC
Notes to the Financial Statements
Year Ended 31 May 2009
1. Accounting policies
a) Basis of preparation of the financial information
The financial information has been prepared in accordance with
International Financial Reporting Standards (IFRSs), and IFRIC
interpretations as adopted by the European Union, and with those parts of
the Companies Act 2006 applicable to companies reporting under IFRS.
The preparation of the financial information requires management to make
estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the disclosure of contingent
liabilities at the date of the financial information. If in the future
such estimates and assumptions, which are based on management's best
judgment at the date of the financial information, deviate from the actual
circumstances, the original estimates and assumptions will be modified as
appropriate in the year in which circumstances change.
b) Investment, cash and cash equivalents
Investment, cash and cash equivalents comprise cash at bank and short term
deposits with banks and similar financial institutions. These deposits are
readily convertible to known amounts of cash and are subject to
insignificant risk of changes in value.
c) Taxes
Tax expense represents the sum of the tax currently payable and deferred
tax.
Deferred tax is provided, using the liability method, on temporary
differences between the tax bases of assets and liabilities and their
carrying amounts, in the financial statements. Deferred tax assets
relating to the carry-forward of unused tax losses are recognised to the
extent that it is probable that future taxable profits will be available
against which the unused tax losses can be utilised.
Current and deferred tax assets and liabilities are offset when the income
taxes are levied by the same taxation authority and when there is a legally
enforceable right to offset them.
d) Warrants
Warrants issued to the Directors in their capacity as shareholders have not
been accounted for as a share-based transaction in accordance with IFRS 2.
2. Operating loss
The operating loss is stated after charging:
8 May
2007
2009 to 31
May
2008
£ £
Auditors' remuneration 4,600 4,700
3. Employee costs
Apart from the Directors there were no employees during the year. The Directors
did not receive any remuneration from the Company.
4. Finance income
8 May
2007
2009 to 31
May
2008
£ £
Bank interest receivable 10,123 12,712
5. Finance cost
8 May
2007
2009 to 31
May
2008
£ £
Bank interest payable - 1
6. Taxation
8 May
2007
2009 to 31
May
2008
£ £
UK Corporation Tax - -
Loss on ordinary activities before
taxation multiplied
by standard rate of UK Corporation (5,987) (5,762)
Tax of 28% (2008: 30%)
Effect of:
Tax losses 5,987 5,762
Current tax charge - -
There is no corporation tax payable on the results for the year, the Company has
unused tax losses of £40,588 (2008: £19,205) to carry forward.
7. Earnings per share
Basic loss per share is based on the loss after taxation of £21,383 (2008:
£19,205) and the weighted average number of ordinary shares of 0.1 pence each in
issue during the year of 100,025,000 (2008 77,910,900).
For diluted loss per share, the weighted average number of shares in issue is
adjusted to assume conversion of all dilutive potential shares. The Company
created 16,875,000 warrants by a warrant instrument dated 10 July 2007,
constituting warrants to subscribe for 16,875,000 ordinary shares at a
subscription price of 1p per warrant share. The maturity date of the warrant
rights issue is 60 months after the date of issue of the warrant certificate.
The adjusted weighted average number of ordinary shares in issue during the year
was 116,900,000 (2008 92,059,938).
8. Other receivables
2009 2008
£ £
Prepayments 4,173 4,064
9. Current asset investments
2009 2008
£ £
Sterling Money Fund 366,209 381,747
10. Share capital
2009 2008
£ £
Authorised
250,000,000 ordinary shares of 250,000 250,000
0.1 pence each
2009 2008
£ £
Issued and fully paid
100,025,000 ordinary shares of 100,025 100,025
0.1 pence each
11. Trade and other payables
2009 2008
£ £
Trade payables 447 -
Amounts due to related 2,255 -
parties (note 12)
Accruals 10,404 8,225
13,106 8,225
12. Related Party Transactions
Harry Hyman is the controlling party of Nexus Structured Finance Limited and
Nexus Corporate Finance LLP. During the year fees and expenses of £1,398 and
£6,926 (2008 £1,116 and £43,740) were payable to each company respectively. At
31 May 2009 £345 and £1,910 were owed to Nexus Structured Finance Limited and
Nexus Corporate Finance LLP respectively.
13. Ultimate controlling party
There is no one controlling party.