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Jellybook Limited (JELY)

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Monday 28 May, 2012

Jellybook Limited

Preliminary Results

RNS Number : 2067E
Jellybook Limited
28 May 2012
 



JELLYBOOK LIMITED

("Jellybook" or the "Company")

 

PRELIMINARY ANNOUNCEMENT FOR THE PERIOD 1 MARCH 2011 TO 31 DECEMBER 2011

 

Jellybook Limited, the AIM listed investment company focussing on the social media sector, is pleased to announce its preliminary results for the period ended 31 December 2011.

 

HIGHLIGHTS

 

·       Completed successful admission to AIM in June 2011

·       Cash resources of £10.5 million as at 31 December 2011

·       Company conserving cash resources in uncertain environment

·       Rigorous acquisition evaluation process being undertaken

 

CHAIRMAN'S STATEMENT

 

I am pleased to announce the issue of Jellybook's first Financial Statements describing the opening ten months of the Company's life and activity.

 

The first few months of the year were concerned with establishing the Company and then the application to be admitted to trading on AIM, a feat successfully accomplished when the Company's shares began trading on 22 June 2011, raising an additional £11m of equity funds, before expenses.  Jellybook is the UK's first publicly traded company dedicated to investing in the high-growth European social media sector, seeking out tomorrow's champions that have innovative, low cost and scalable technologies and the potential to attain a significant market share.

 

Having been admitted to AIM, there has been no let up in the hard work, as your board continues to search out suitable investment or acquisition opportunities.  Over these past months, we have followed a rigorous process for evaluating potential transactions, a process I am overseeing myself.  We are well aware of the potential risks in this market, for example, valuations demanded remain stretched and your board has refused to overpay for transactions which would not deliver requisite long term shareholder benefits.

 

In the period following our IPO, we have received and reviewed a number of potential investment and/or acquisition opportunities.  The majority of these were pre-revenue and/or not of a suitable size and scale, although a handful progressed to the heads of terms stage.  Of these, one was sufficiently appealing as to warrant the engagement of professional advisers in order to conduct detailed financial and legal due diligence but, ultimately, negotiations fell down due to a disconnect between the target's expectations post-acquisition and your board's responsibility to you as shareholders to ensure that the Company does not overpay or otherwise dilute potential returns to an unacceptably low level.

 

Whilst we have not yet reached the point of concluding an investment or acquisition, the social media sector continues to demonstrate extremely strong growth despite the wider economic uncertainties and the number and range of potential investments is expanding commensurately.  Moreover, the rationale for flotation - namely both the access to dealflow and the proven track record of the board - remains unaltered and we continue to evaluate potential deals on a regular basis.  I therefore remain confident that we will be able to identify one or more suitable transactions reasonably quickly and look forward to reporting good news to you at the appropriate time.

 

In the meantime, your board maintains its steadfast determination to minimise costs and conserve its cash resources.  As is to be expected, the results of this first period largely reflect the costs of the Company's incorporation and IPO but, as at 31 December, the Company had cash balances and shareholders' equity of approximately £10.5m, equivalent to approximately 6.14p per share.  We will maintain a watchful eye on both costs and safeguarding cash.

 

I would like to thank the hard work of all those who have helped bring Jellybook into life and remain excited that your Company is a pioneer in this sector.  Whilst forging a new path can come with pitfalls along the way, your board is committed to the hard work of realising the potential value that we all see in social media.

 

Jonathan Rowland

Chairman

 

For further information, contact:

 

Jellybook Limited

Tel:+ 44 (0)1603 753675

Jonathan Rowland, Chairman                                  

 

Allenby Capital Limited

Tel:+ 44 (0) 20 3328 5656

Alex Price, Nick Naylor

 

Maitland

Tel:+ 44 (0) 20 7379 5151

Neil Bennett, Dan Yea

 

Statement Of Comprehensive Income For The Period 1 March 2011 To 31 December 2011

 


Note


1 March 2011

to

31 December

2011

Continuing Operations



£





Administrative expenses

2


(192,257)

Operating loss before exceptional items



(192,257)

Exceptional items

3


(157,775)

Operating loss



(350,032)

Finance income



54,668

Loss before income tax



(295,364)

Income tax expense



-

Loss for the period



(295,364)

Other comprehensive income



-

Total comprehensive income



(295,364)

 

 




Loss per ordinary share (pence) - basic and diluted

4


(0.27)

 

 

All earnings and losses in the period arose from continuing operations and are attributable to the equity holders of the Company.  No items of other comprehensive income occurred in the period.

 

Statement Of Financial Position As At 31 December 2011

 


Note


31 December

2011




£





Assets




Current Assets




Trade and other receivables

5


12,578

Cash and cash equivalents



10,489,142





Current And Total Assets



10,501,720





Liabilities




Current Liabilities




Trade and other payables

6


(44,314)

Current And Total Liabilities



(44,314)





Net Assets



10,457,406





Shareholders' Equity




Ordinary share capital

7


1,707,500

Share premium

7


9,045,270

Retained earnings



(295,364)

Total Equity Shareholders' Funds



10,457,406

 

 

Statement Of Changes In Equity For The Period 1 March 2011 To 31 December 2011

 


Share

Share

Retained

Total


Capital

Premium

Earnings



£

£

£

£






Balance at the beginning of the period

-

-

-

-

Total comprehensive loss for the period

-

-

(295,364)

(295,364)

Proceeds from shares issued

1,707,500

9,045,270

-

10,752,770






Balance at 31 December 2011

1,707,500

9,045,270

(295,364)

10,457,406

 

Statement Of Cash Flows For The Period 1 March 2011 To 31 December 2011

 


Note


Period

1 March 2011

to

31 December

2011




£





Cash flows from operating activities




Cash used in operations

8


(170,679)

Interest received



54,668

Net cash used in operating activities



(116,011)





Cash flows from financing activities

9


10,605,153





Net increase in cash and cash equivalents



10,489,142





Cash and cash equivalents at the beginning of the period



-





Cash and cash equivalents at the end of the period



10,489,142

 

Extracts From Notes To The Financial Statements

 

1       General information

 

Jellybook Limited ("Jellybook" or the "Company") was incorporated in Bermuda on 1 March 2011 and was admitted to AIM, the junior market of the London Stock Exchange ("AIM") on 22 June 2011, when it commenced its business.  Jellybook is an investment company with a focus on the European social media sector.

 

The financial information set out in this preliminary announcement does not constitute the Company's statutory accounts for the period ended 31 December 2011, which is the first period for which the Company has produced accounts.  The accounts of the Company were prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("EU IFRS") and The Bermuda Companies Act 1981.  The accounting policies adopted in this preliminary announcement are consistent with the Financial Statements for the period 1 March 2011 to 31 December 2011.

 

2       Administrative expenses

 

Administrative expenses include fees payable to the Company's auditors for:

 


 £

The audit of the financial statements

20,000

Other non-audit fees

25,000

 

3       Exceptional items

 

Exceptional items are those items within the Company's ordinary activities that, in the Directors' view, require separate disclosure by virtue of their size and/or incidence in order to enable a full understanding of the Company's financial performance.

 

Exceptional expenses are comprised of costs of £147,617 related to the Company's admission to trading on AIM and professional fees of £10,158 with regard to the Company's formation.

 

4       Loss per share

 

The calculations of both basic and fully diluted earnings per share are based on the following result and number of shares during the period ended 31 December 2011:

 

Loss for the financial period ended 31 December 2011

£295,364

Weighted average number of shares in issue

107,879,902

 

Earnings per share (basic and fully diluted) for the period were: (0.27 pence).

 

The Directors do not recommend the payment of a dividend.

 

5       Trade and other receivables

 


£

Prepayments

12,578

 

 

6       Trade and other payables

 


£

Trade payables

12,399

Accruals

31,915


44,314

 

7       Share capital

 


Number


Ordinary

Share

Total


of shares


shares

premium



(thousands)


£

£

£

On incorporation

500


5,000

-

5,000

Shares issued

170,250


1,702,500

9,045,270

10,747,770

At 31 December 2011

170,750


1,707,500

9,045,270

10,752,770

 

The authorised share capital on incorporation was £5,000 divided into 500,000 ordinary shares of £0.01 each.  Following the Company's first general meeting on 16 March 2011, the authorised share capital was increased by £595,000 to £600,000 divided into 60,000,000 ordinary shares of £0.01 each.  At a general meeting held on 10 June 2011, the authorised share capital was further increased, to £4,600,000 divided into 460,000,000 ordinary shares of £0.01 each.

 

On admission to trading on AIM, the Company raised a further £11,075,000 through the issue of 110,750,000 ordinary shares of £0.01 each.  Total related costs incurred were £1,069,847.  Incremental costs directly attributable to that equity transaction that otherwise would have been avoided had the shares not been issued of £922,230 have been applied against the share premium account.  The other costs of the IPO (£147,617) have been included as exceptional items in the Statement Of Comprehensive Income.

 

The issued share capital as at 31 December 2011 was 170,750,000 ordinary shares of £0.01 each.

 

8       Cash used in operating activities

 


Period

1 March 2011

to

31 December

2011


£

Loss before income tax

(295,364)

Adjustments for:


costs of AIM flotation

147,617

finance income

(54,668)

Changes in working capital


increase in trade and other receivables

(12,578)

increase in trade and other payables

44,314

Net cash used in operating activities

(170,679)

 

9       Cash flow from financing activities

 


Period

1 March 2011

to

31 December

2011


£

Proceeds from shares issued

11,675,000

Cost of AIM flotation and shares issued

(1,069,847)

Net cash generated from financing activities

10,605,153

 

10     Related parties

 

Jellybook paid Banque Havilland S.A. £327,500 as partial underwriter and joint bookrunner for the Company's admission to AIM.  Banque Havilland S.A. acts as one of the Company's bankers, on arms length commercial terms only; as at 31 December 2011, Jellybook had £10.467m held at Banque Havilland.  Mr Jonathan Rowland is a Director of Banque Havilland.

 

The Company was charged £50,000 in the period to 31 December 2011 for professional services provided by Colegate Management Limited, a company which Mr Jonathan Rowland is considered part of the key management personnel of.  As at 31 December 2011, Jellybook owed the company £15,000.

 

11     Directors' statement

 

The financial information set out above, which was approved by the Board on 25 May 2012, is derived from the Company's full accounts for the period 1 March 2011 to 31 December 2011 and does not constitute the statutory accounts under The Bermuda Companies Act 1981.  The Company's statutory accounts, on which the auditors have given an unqualified report in respect of the financial statements for 2011, will be delivered to the Registrar of Companies in due course.

 

The Board of Jellybook approved the release of this audited preliminary announcement on 25 May 2012.

 

The Financial Statements for the period ended 31 December 2011 will be posted to shareholders in due course and will be delivered to the Registrar of Companies following the Annual General Meeting of the Company.  The Report will also be available on the Company's website (www.jellybook.com), in accordance with AIM Rule 20, and from the Company's office at The Old Stables, Rue à L'Or, St Peter Port, Guernsey, GY1 1QG.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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