RNS Number:5383D
Nanotech Energy plc
25 May 2006
Nanotech Energy plc
Unaudited preliminary results for the period ended 31 March 2006
Highlights:
* Raised #650,000 before costs in successful placing and admission to AIM
* New board of directors appointed
* Loss of #204k for the period
* Loss per share of 0.5 pence
* Discussions concluded to make a strategic investment
Directors' review
Nanotech Energy plc presents its unaudited preliminary results for the period
from incorporation on 7 March 2005 to 31 March 2006.
In the period the company has successfully been admitted to AIM, raising #650k
before costs of #213k. On 12 December 2005 the board, having failed to find a
suitable acquisition target in order to fulfill the company's original
investment strategy, was changed with the resignation of all the then existing
directors, and the appointment of the current directors, Mr Robert Long and Mr
Adam Collins. On the same date the company' shares were suspended from trading
on AIM.
The current directors have identified a strategic acquisition which will enable
your company to achieve its original stated goal. As announced on 21 April 2006,
the directors intend to acquire Impact Funding (UK) Limited in a transaction
which, due to the size of Impact Funding, will be classed as a reverse takeover.
The company will acquire Impact Funding for #3.15m by way of the issue to Impact
Funding's existing shareholder, Impact Capital Limited of Australia, of new
shares in Nanotech Energy plc. The directors also plan a placing to raise
additional working capital to finance the business going forward. Details of the
proposed acquisition and placing are set out in a separate announcement to be
released today.
Impact Funding is a disbursement funder, making loans to finance disbursements
incurred by claimants in legal actions such as industrial injury and employer
liability cases. The company was incorporated in July 2004 and made its first
loans in December 2005. Although it is still at an early stage in the UK, the
model on which the business is based has been working successfully in Australia
for some 18 months, and the business operated by Impact Capital Limited in
Australia has built a loan book generating income of over A$250k per month at
December 2005.
Full details of this transaction are contained in a separate announcement to be
released today.
As a result the suspension of the company's shares to trading on AIM will be
removed at 8.00 a.m. today.
The results for the period reflect the costs incurred, largely by the former
directors, in searching for suitable acquisitions as well as the costs of
administering the company in the period. As a result the company has incurred a
loss for the period of #204k. At the period end, the company held cash reserves
of #305k to finance future operations.
Your directors are confident that, if the proposals to be placed before
shareholders shortly are approved, the company will be capable of showing strong
profitable growth in the next year.
The directors expect to announce the date of the AGM shortly.
R Long
24 May 2006
Preliminary results
Unaudited profit and loss account
Note Period
ended
31 Mar
2006
#
Turnover -
_________
Administrative expenses (209,330)
_________
Operating loss (209,330)
Interest receivable 5,101
_________
(Loss) on ordinary activities before tax (204,229)
Taxation -
_________
(Loss) on ordinary activities after tax (204,229)
_________
Earnings per share - basic and fully diluted 13 (0.5)p
_________
The operating loss for the period arises from the Company's continuing
operations.
No separate Statement of Total Recognised Gains and Losses has been presented as
all such gains and losses have been dealt with in the Profit and Loss Account.
Preliminary results
Unaudited balance sheet
Note As at
31 Mar
2006
#
Current assets
Debtors 4 198
Cash at bank and in hand 305,342
_______
305,540
Creditors: Amounts falling due within one year 5 (72,307)
_______
Net current assets 233,233
_______
Total assets less current liabilities 233,233
_______
Net assets 233,233
_______
Capital and Reserves
Share capital 7 216,667
Share premium 8 220,795
Profit and loss reserve 8 (204,229)
_______
233,233
_______
Preliminary results
Unaudited cash flow statement
Note Period
ended
31 Mar
2006
#
Net cash outflow from operating activities 10.a (137,221)
Returns on investments and servicing of finance 10.b 5,101
_______
Cash outflow before financing (132,120)
Financing 10.b 437,462
_______
Increase in cash in the period 305,342
_______
Reconciliation of net cash flow to movement in net debt
Increase in cash in the period 305,342
Opening net funds -
_______
Closing net funds 10.c 305,342
_______
Notes to the preliminary results
1. Information in this preliminary announcement does not constitute statutory
accounts of the Group within the meaning of Section 240 of the Companies
Act 1985. The figures for theperiod ended 31 March 2006 are unaudited. The
preliminary announcement is prepared on the same basis as set out in the
interim statement for the period ended 30 September 2005.
2. Principal accounting policies
The principal accounting policies adopted in the preparation of the
financial information are set out below and have been consistently applied.
Basis of accounting
The financial information has been prepared under the historical cost
convention, and in accordance with applicable accounting standards which
have been consistently applied.
Financial instruments
Financial instruments are categorised as held for trading or held as
hedges. The fair value of all instruments held for trading is recognised in
the balance sheet and all unrealised profits and losses are taken to
operating profit.
All hedging instruments are matched with their underlying hedged item. Each
instrument's gain or loss is brought into the profit and loss account and
its fair value into the balance sheet, at the same time and in the same
place as is the matched underlying asset, liability, income or cost. For
foreign exchange and commodity instruments this will be in the operating
profit matched against the relevant purchase or sale, and for interest rate
instruments within interest payable or receivable over the life of the
instrument or relevant interest period. The profit or loss on an instrument
may be deferred if the hedged transaction is expected to take place or
would normally be accounted for in a future period.
Changes in the fair value of most financial instruments or the underlying
hedged item are not recognised in the profit and loss account.
All premiums or fees, paid or received in respect of a financial instrument
are accounted for over the life of the matched underlying asset, liability,
income or cost, even if the instrument has been sold. If the matched
underlying asset, liability, income or cost ceases to exist, or is no
longer considered likely to exist in the future, the hedging instrument is
sold. Any profit or loss on the sale is recognised in the profit and loss
account as part of operating profit.
3. Particulars of employees
The average number of staff employed by the Company during the financial period
amounted to:
Period
ended
31 Mar
2006
Number of management 1
______
The aggregate payroll costs of the above were: #
Wages and salaries 14,688
______
4. Directors' remuneration
Period
ended
31 Mar
2006
#'000
Fees 14,688
______
The director's fees above relate to services rendered by J McColl in his
capacity as Chairman for the period in office.
During the period, directors' fees were included within the management fees
totalling #79,313 charged by Griffin Securities (UK) Limited, a company
associated with certain of the previous directors of the Company (see note 6).
Under the terms of their service contracts fees of #60,000 have been accrued for
the services of R Long and A Collins as directors for the period from 9 December
2005 to 31 March 2006.
5. Debtors
Period
ended
31 Mar
2006
#
Prepayments and accrued income 198
______
6. Creditors: amounts falling due within one year
Period
ended
31 Mar
2006
#
Trade creditors 1,507
Accruals and deferred income 70,800
______
72,307
______
7. Related party transactions
On 22 March 2005 the Company paid #100,000 to Griffin Corporate Finance Limited
("Griffin"), a company associated with the former directors of Nanotech, Stephen
Dean and Vincent Nicholls, in respect of corporate finance fees in connection
with the Company's initial admission to trading on AIM.
On 22 March 2005 the Company entered into a corporate services agreement with
Griffin . Under this agreement fees of #79,313 were paid to Griffin for the
services of the directors, together with administrative and financial management
services during the period. This agreement was terminated on 12 December 2005
when both directors resigned from the Company.
On 19 May 2005 an amount of #250,000 was advanced to Griffin as a short term
loan. The loan was unsecured and did not bear any interest, and was repaid on 26
August 2005.
On 27 October 2005 an amount of #50,000 was advanced to Ionian Estates plc, a
company of which Vincent Nicholls is a director. This transaction was in respect
of a potential investment opportunity in Cyprus property which did not
materialise and funds were remitted back to the Company in full on 13 December
2005.
On 31 October 2005 an amount of #160,000 was advanced to Camelot Realty Limited,
a company associated with Ionian Estates plc by virtue of common directorships.
The advance was for an intended investment in Cyprus property which did not
materialise and the funds were remitted back to the Company in full on 13
December 2005.
8. Share capital
As at
31 Mar
2006
#
Authorised
200,000,000 ordinary shares of 0.5p each 1,000,000
_________
Allotted, called up and fully paid
43,333,333 ordinary shares of 0.5p each 216,667
_________
On incorporation, the Company had an authorised share capital of #1,000,000
divided into 100,000,000 ordinary shares of 1p each of which two subscriber
shares were issued to the subscribers.
From the date of incorporation to 31 March 2006 the following transactions were
completed:
On 16 March 2005:
* the Company issued a further 4,999,998 ordinary shares of 1p each at
nominal value which were fully paid up, and the two subscriber shares were
paid up to the same amount; and
* the ordinary shares of 1p each were sub-divided into 2 ordinary shares of
0.5p each.
On 16 March 2005 the Company issued a total of 5,000,000 warrants to Griffin
Securities (UK) Limited. Each warrant entitles the holder to subscribe for one
ordinary share at 1p. These were subsequently exercised on 30 June 2005 and 8
July 2005 respectively in batches of 2,500,000 ordinary shares for cash at a
price of 1p per share.
On 18 March 2005 the Company issued a further 15,000,000 ordinary shares for
cash at an issue price of 1p per ordinary share.
On 23 March 2005 a further 13,333,333 ordinary shares of 0.5p each were issued
on admission of the Company to the Alternative Investment Market at 3p per
ordinary share.
Warrants:
On 22 March 2005 the Company issued warrants to subscribe for 2,500,000 ordinary
shares to Griffin Securities (UK) Limited, exercisable at any time within the
period of three years from admission at a subscription price of 3p per ordinary
share.
On 19 July 2005 the Company issued warrants to a former director, Mr JA McColl,
to subscribe for 8,000,000 ordinary shares of 0.5p each at a subscription price
of 3p per share at any time up to 18 July 2008.
9. Reserves
Share premium Profit and loss
account account
# #
At the beginning of the period - -
Retained loss for the
financial period - (204,229)
Premium on shares issued in
the period 433,333 -
Costs incurred (212,538) -
_________ _________
At the end of the period 220,795 (204,229)
_________ _________
10. Reconciliation of movement in shareholders' funds
As at
31 Mar
2006
#
Loss for the financial period (204,229)
New equity share capital subscribed 216,667
Premium on shares issued in the period 433,333
Costs incurred (212,538)
_________
Net addition to shareholders' funds 233,233
Opening shareholders' equity funds -
_________
Closing shareholders' equity funds 233,233
_________
11. Cash flows
a) Reconciliation of operating loss to net cash outflow from operating
activities
Period
ended
31 Mar
2006
#
Operating loss (209,330)
Increase in debtors (198)
Increase in creditors 72,307
_________
Net cash outflow from operating activities (137,221)
_________
b) Analysis of cash flows for headings netted in the cash flow
Returns on investment and servicing of finance
Period
ended
31 Mar
2006
#
Interest receivable 5,101
_________
Net cash inflow from returns on investments & servicing of finance 5,101
_________
Financing
Period
ended
31 Mar
2006
#
Issue of shares 650,000
Expenses of share issues (212,538)
_________
Net cash inflow from financing 437,462
_________
c) Analysis of debt
Period
ended
31 Mar
2006
#
Cash in hand and at bank 305,342
_________
12. Financial instruments
The financial instruments employed by the Company other than short term debtors
and creditors are used to fund its operations and comprise cash in a current
account.
The Company's policy during the period ended 31 March 2006 was to place all cash
with its bankers. Surplus funds are intended to support the Company's working
capital requirements. The Company finances its operations through raising money
on flotation to AIM. It is not the Company's policy to enter into financial
derivatives for speculative or trading purposes.
The Company's exposure to interest rate risk is limited to its loan facility and
cash deposits which are typically floating rate. As permitted by Financial
Reporting Standard ("FRS") No. 13 the disclosures below exclude short-term
debtors and creditors.
Interest rate risk profile of financial assets
The interest rate profiles of financial assets of the Company over the period
were as follows:
Period
ended
31 Mar
2006
#
Floating rate financial assets 305,342
_________
Fair values of financial assets and financial liabilities
The fair values, based upon the market value or discounted cash flows of the
financial instruments detailed above were not materially different from their
book values.
13. Earnings per share
The calculation of basic earnings per share is based on losses of #204,229 and
on 40,599,828 ordinary shares being the weighted average number of shares in
issue in the period.
The loss for the period and the weighted average number of shares in issue for
calculating the diluted earnings per share are identical to those used for the
basic earnings per share. This is because the outstanding options and warrants
would have the effect of reducing the loss per ordinary share and would
therefore not be dilutive under Financial Reporting Standard 22.
14. Control
In the opinion of the Directors there is no single controlling party.
15. Other information
The board of directors of Nanotech Energy plc approved the preliminary results
on 24 May 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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