TIDMPLMO
RNS Number : 5876H
Polemos PLC
08 June 2017
8 June 2017
Polemos plc
("Polemos" or the "Company")
Audited results for the year ended 31 December 2016
Notice of AGM
The Company is pleased to announce the publication of its annual
report and audited financial statements for the year ended 31
December 2016 ("the Accounts"), extracts from which are set out
below. The Company has also posted the Notice of Annual General
Meeting ("AGM") to Shareholders and the AGM is due to be held at
the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose
Street, London, EC2A 2EW at 10.30 a.m. on 3 July 2017. The Accounts
and a copy of the Notice of AGM have been posted to Shareholders
and are available on the website www.polemos.co.uk.
For further information, please contact:
Polemos plc +44 (0)20 7440
Hamish Harris 0640
Beaumont Cornish Limited (Nominated
Adviser and Broker)
James Biddle +44 (0)20 7628
Michael Cornish 3396
Peterhouse Corporate Finance
(Joint Broker) +44 (0)20 7469
Lucy Williams 0930
Extracts from the Accounts are set out below:
STRATEGIC REPORT
The Directors are pleased to present the Strategic Report on the
Company for the year ended 31 December 2016.
Activities, Business Review and Strategy
On 18 January 2016, Donald Strang stepped down as Executive
Chairman and Hamish Harris replaced him as the Company's Executive
Chairman. Mr Jason Berry also joined the board at that date as a
non-executive director. Sadly in November 2016, Jason Berry died
suddenly. He was only 47. He was heavily involved in the Company's
fund raising and investment identification process. He will be
missed. The most fitting tribute we can pay to him is to build
further upon the momentum and success he helped to achieve. Our
thoughts remain with his family.
The Company identified a transaction during Q3 2016 which we
spent considerable time reviewing and were very keen to pursue but
unfortunately for a number of reasons we were not able to conclude
a transaction. In February 2017 the Company raised GBP495,000
before expenses through the placing of 1,414,285,714 new Ordinary
shares.
On June 1 2017, the company announced that it had signed a heads
of terms to invest CAD 875,500 (approximately GBP500,000) into
TSX-V listed Oyster Oil and Gas Limited ("Oyster"). The Investment
is subject only to the completion of formal documentation which is
expected to be finalised very shortly and is being funded from
existing cash resources. Based on an enlarged issued share capital
of Oyster of approximately 44.8 million shares, the Investment will
result in Polemos acquiring a 3.9% equity interest in Oyster.
Each share we receive will come with a matching warrant at 55c
and in addition, under the terms of the term sheet and conditional
on compliance with the rules of the TSX, subject to a floor price
of CAD 30c, the effective price at which the Investment is made can
be varied to represent a discount of 20% to any further capital
raised by Oyster within 12 months of the Investment.
Oyster is listed on the TSV Venture Exchange (TSX-V: OY) and is
an international energy group focused on oil and gas exploration
and production activities in underexplored hydrocarbon basins.
Oyster currently operates 4 blocks in the Republic of Djibouti
(100% interest); 3 blocks are located onshore and 1 block offshore,
and it also operates a 100% working interest in a large onshore
block in the Republic of Madagascar.
The investment was made on the basis that Oyster intended to
list on AIM as soon as practically possible. The board's view was
that given past experience of oil and gas companies migrating to
AIM this would most likely see a dramatic increase in liquidity and
likely a decent increase in market cap.
Financial Review
During the year, the Company made a loss before taxation from
continuing operations of GBP269,000 (2015: GBP149,000). There was a
weighted loss per share from continuing operations of 0.02p (2015:
loss per share of 0.02p).
Cash and cash equivalents at 31 December 2016 amounted to
GBP175,000 (31 December 2015: GBP207,000).
Outlook
Your Board is continuing to review a number of other investment
opportunities in accordance with its investing policy and further
announcements will be made as appropriate.
The Directors are pleased to present the Strategic Report on the
Company for the year ended 31 December 2016.
Hamish Harris
Chairman
8 June 2017
POLEMOS PLC
STATEMENT OF COMPREHENSIVE INCOME YEARED 31 DECEMBER 2016
Year Year
ended ended
31 December 2016 31 December 2015
Note GBP'000 GBP'000
Revenue - -
Administrative expenses (269) (149)
Investment income 8 - -
Operating Loss 9 (269) (149)
Finance income 10 - -
------------------- -------------------
Loss before Taxation (269) (149)
Taxation 11 - -
------------------- -------------------
Loss for the Year attributable to equity holders of the Company (269) (149)
=================== ===================
Other Comprehensive Income:
Other comprehensive income Items that may be subsequently
reclassified to profit or loss:
Increase/(decrease) in value of available for sale assets 38 (66)
------------------- -------------------
Total other comprehensive income 38 (66)
Total Comprehensive Income for the Year attributable to equity
holders of the Company (231) (215)
=================== ===================
Earnings per Share
Attributable to the Equity Holders of the Company during the
Year
Note Pence Pence
Earnings per share - Basic and diluted 12 (0.02) (0.02)
-------- --------
The accounting policies and notes form an integral part of these
Financial Statements.
POLEMOS PLC Company Number: 04606754
STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2016
31 December 2016 31 December 2015
Note GBP'000 GBP'000
Assets
Non-Current Assets
Available-for-sale financial assets 13 94 51
------------------ ------------------
94 51
Current Assets
Trade and other receivables 14 41 13
Cash and cash equivalents 15 175 207
------------------ ------------------
216 220
Total Assets 310 271
------------------ ------------------
Current Liabilities
Trade and other payables 16 (126) (97)
------------------ ------------------
Net Assets 184 174
================== ==================
Equity attributable to shareholders
Share capital 17 19,459 19,395
Share premium 17 18,618 18,441
Share based payment reserve 63 63
Available-for-sale asset reserve (217) (255)
Retained earnings (37,739) (37,470)
------------------ ------------------
Total Equity 184 174
================== ==================
The Financial Statements were approved and authorised for issue
by the board of Directors on 8 June 2017 and were signed on its
behalf by:
Hamish Harris Daniel Maling
Director Director
The accounting policies and notes form an integral part of these
Financial Statements.
POLEMOS PLC
STATEMENT OF CHANGES IN EQUITY YEARED 31 DECEMBER 2016
Attributable to equity shareholders
Share Share Share based Available for sale asset Retained
Capital Premium Payment reserve Earnings Total
reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 31 December 2014 19,395 18,441 63 (189) (37,321) 389
========== ========== ============= ========================== =========== =========
Shares issued - - - - - -
Share issue costs - - - - - -
---------- ---------- ------------- -------------------------- ----------- ---------
Total contributions by - - - - - -
and distributions to
owners of the Company
---------- ---------- ------------- -------------------------- ----------- ---------
(Decrease) in value of
available for sale
assets - - - (66) - (66)
Loss for the year - - - - (149) (149)
---------- ---------- ------------- -------------------------- ----------- ---------
Total Comprehensive
Income for the Year - - - (66) (149) (215)
At 31 December 2015 19,395 18,441 63 (255) (37,470) 174
========== ========== ============= ========================== =========== =========
Shares issued 64 191 - - - 255
Share issue costs - (14) - - - (14)
---------- ---------- ------------- -------------------------- ----------- ---------
Total contributions by
and distributions to
owners of the Company 64 177 - - - 241
Increase in value of
available for sale
assets - - - 38 - 38
Loss for the year - - - - (269) (269)
---------- ---------- ------------- -------------------------- ----------- ---------
Total Comprehensive
Income for the Year - - - 38 (269) (231)
---------- ---------- ------------- -------------------------- ----------- ---------
At 31 December 2016 19,459 18,618 63 (217) (37,739) 184
========== ========== ============= ========================== =========== =========
The accounting policies and notes form an integral part of these
Financial Statements.
POLEMOS PLC
STATEMENT OF CASH FLOWS YEARED 31 DECEMBER 2016
Note 31 December 2016 31 December 2015
GBP'000 GBP'000
Cash Flows from Operating Activities
Operating loss (269) (149)
Adjustments for non-cash items:
Bad debts written-off 1 -
(Gain)/loss on disposal of AFS assets - -
Operating cash flows before movements in working capital (268) (149)
(Increase) in trade and other receivables (28) (9)
Increase in trade and other payables 29 23
------------------ ------------------
Net Cash Used in Operating Activities (267) (135)
------------------ ------------------
Cash Flows from Investing Activities
Interest received - -
Purchases of available-for-sale financial assets (4) -
Proceeds from disposal of available-for-sale financial assets - -
------------------ ------------------
Net Cash Used in Investing Activities (4) -
------------------ ------------------
Cash Flows from Financing Activities
Proceeds from share issues 255 -
Share issue costs (16) -
------------------ ------------------
Net cash generated from Financing Activities 239 -
------------------ ------------------
Net (Decrease) in Cash and Cash Equivalents (32) (135)
Cash and cash equivalents at beginning of year 15 207 342
------------------ ------------------
Cash and Cash Equivalents at End of Year 15 175 207
------------------ ------------------
The accounting policies and notes form an integral part of these
Financial Statements.
1. General Information
Polemos Plc is a public limited company which is quoted on AIM
and incorporated and domiciled in the UK. The business of Polemos
Plc remains that of an Investment Company, pursuant to Rule 8 of
the AIM Rules.
The Company's Investing Policy is to invest in any sector which
the Directors consider may potentially create value for its
Shareholders. The Directors intend initially to seek to acquire a
direct or an indirect interest in projects and assets in the
natural resources sector, however, they will consider other sectors
as, and when, opportunities arise.
This investment may be in either quoted or unquoted companies;
be made by direct acquisition or through farm-ins; may be in
companies, partnerships, joint ventures; or direct interests in
particular assets or projects. The Company's equity interest in a
proposed investment may range from a minority position to 100
percent ownership and may comprise one investment or multiple
investments.
Investments in early stage and exploration assets are expected
to be mainly in the form of equity, with debt being raised later to
fund the development of such assets. Investments in later stage
assets are more likely to include an element of debt to equity
gearing.
The Company intends to deliver Shareholder returns principally
through capital growth rather than income distribution via
dividends, although it may become appropriate to distribute funds
to Shareholders once the investment portfolio matures.
The Company may be both an active and a passive investor
depending on the nature of the individual investments in its
portfolio. Although the Company intends to be a long-term investor,
the Directors will place no minimum or maximum limit on the length
of time that any investment may be held.
There is no limit on the number of projects into which the
Company may invest or the proportion of the Company's gross assets
that any investment may represent at any time and the Company will
consider possible opportunities anywhere in the world.
The Directors may offer new Ordinary Shares by way of
consideration as well as cash, thereby helping to preserve the
Company's cash for working capital and as a reserve against
unforeseen contingencies including by way of example, and without
limit, delays in collecting accounts receivable, unexpected changes
in the economic environment and unforeseen operational problems.
The Company may, in appropriate circumstances, issue debt
securities or otherwise borrow money to complete an investment.
There are no borrowing limits in the Company's Articles of
Association. The Directors do not intend to acquire any
cross-holdings in other corporate entities that have an interest in
the Existing Ordinary Shares.
There are no restrictions in the type of investment that the
Company might make nor on the type of opportunity that may be
considered.
Authorisation of financial statements
The financial statements of Polemos Plc for the year ended 31
December 2016 were authorised for issue by the Board on 8 June 2017
and the balance sheets signed on the Board's behalf by Hamish
Harris and Daniel Maling.
2. Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of
these Financial Statements are set out below. These policies have
been consistently applied to all the years presented, unless
otherwise stated.
Basis of Preparation
The Financial Statements of Polemos Plc have been prepared in
accordance with International Financial Reporting Standards (IFRS)
and IFRS Interpretations Committee (IFRSIC) as adopted by the
European Union and the Companies Act 2006 applicable to companies
reporting under IFRS.
The Financial Statements have been prepared under the historical
cost convention with modification for the available-for-sale
financial assets.
The preparation of Financial Statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant in the Financial
Statements are disclosed in Note 4.
Going Concern
The Directors noted the losses that the Company has made for the
Year Ended 31 December 2016. The Directors have prepared cash flow
forecasts for the period ending 31 March 2018 which take account of
the current cost and operational structure of the Company.
The cost structure of the Company comprises a high proportion of
discretionary spend and therefore in the event that cash flows
become constrained, costs can be quickly reduced to enable the
Company to operate within its available funding.
These forecasts demonstrate that the Company has sufficient cash
funds available to allow it to continue in business for a period of
at least twelve months from the date of approval of these financial
statements. Accordingly, the financial statements have been
prepared on a going concern basis.
It is the prime responsibility of the Board to ensure the
Company remains a going concern. As at 31 December 2016 the Company
had cash and cash equivalents of GBP175,000 and no borrowings. The
Company has minimal contractual expenditure commitments and the
Board considers the present funds sufficient to maintain the
working capital of the Company for a period of at least 12 months
from the date of signing the Annual Report and Financial
Statements. For these reasons the Directors adopt the going concern
basis in the preparation of the Financial Statements.
Accounting Policies
New standards, amendments and interpretations adopted by the
Company
New and/or revised Standards and Interpretations that have been
required to be adopted, and/or are applicable in the current year
by/to the Company, as standards, amendments and interpretations
which are effective for the financial year beginning on 1 January
2016 do not have a material effect on the Company financial
statements.
New standards, amendments and interpretations not yet
adopted
At the date of authorisation of these financial statements, the
following Standards and Interpretations which have not been applied
in these financial statements, were in issue but not yet effective
for the year presented:
- IFRS 9 in respect of Financial Instruments which will be
effective for the accounting periods beginning on or after 1
January 2018.
New standards, amendments and interpretations not yet adopted
(continued)
- IFRS 15 in respect of Revenue from Contracts with Customers
which will be effective for accounting periods beginning on or
after 1 January 2018.
- IFRS 16 in respect of Leases which will be effective for
accounting periods beginning on or after 1 January 2019.
There are no other IFRSs or IFRIC interpretations that are not
yet effective that would be expected to have a material impact on
the Company.
Financial Instruments
The Company determines the classification of its financial
assets at initial recognition. The subsequent measurement of
financial assets depends on their classification as described
below.
Available-for-sale financial assets
Available-for-sale financial assets are included in non-current
assets unless the investment matures or management intends to
dispose of it within 12 months of the end of the reporting
period.
Available-for-sale financial assets carried at fair value
through profit or loss are initially recognised at fair value, and
transaction costs are expensed in the income statement.
The Company assesses at the end of each reporting period whether
there is objective evidence that a financial asset is impaired. If
any such evidence exists for available-for-sale financial assets,
the cumulative loss - measured as the difference between the
acquisition cost and the current fair value, less any impairment
loss on that financial asset previously recognized in profit or
loss - is recognised in equity.
Trade and Other Receivables
Trade and other receivables are initially measured at fair
value, based on their invoice value and subsequently measured at
amortised cost using the effective interest method. Appropriate
allowances for estimated irrecoverable amounts are recognised in
the Statement of Comprehensive Income when there is objective
evidence that the asset is impaired. The allowance recognised is
measured as the difference between the asset's carrying amount and
the estimated recoverable amount.
Trade and Other Payables
Trade and other payables are initially measured at fair value
and are subsequently measured at amortised cost using the effective
interest method.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits.
Foreign Currency Translation
(a) Functional and Presentation Currency
Items included in the Financial Statements of the Company are
measured using the currency of the primary economic environment in
which the entity operates ("functional currency"). The Financial
Statements are presented in Pounds Sterling (GBP), which is the
Company's functional and presentation currency.
(b) Transactions and Balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies
are recognised in the Income Statement. Foreign exchange gains and
losses are presented in the Other Comprehensive Income.
Share Capital
Ordinary Shares are classified as equity. Share premium is shown
as an additional incremental cost directly attributable to the
issue of new shares are shown as a deduction, net of tax, in equity
from the proceeds.
Taxation
The tax expense represents the sum of the tax payable for the
current period and deferred tax.
Tax is recognised in the income statement, except to the extent
that it relates to items recognised in other comprehensive income
or directly in equity. In this case, the tax is also recognised in
other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the balance sheet date
in the countries where the company and its subsidiaries operate and
generate taxable income.
Deferred income tax is recognised on temporary differences
arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated nancial statements. However,
deferred tax liabilities are not recognised if they arise from the
initial recognition of goodwill; deferred income tax is not
accounted for if it arises from initial recognition of an asset or
liability in a transaction other than a business combination that
at the time of the transaction affects neither accounting nor
taxable pro t or loss. Deferred income tax is determined using tax
rates (and laws) that have been enacted or substantively enacted by
the balance sheet date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax
liability is settled.
Deferred income tax assets are recognised only to the extent
that it is probable that future taxable pro t will be available
against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there
is a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income taxes assets
and liabilities relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
Share Based Payments
Equity-settled share-based payments to employees and others
providing similar services are measured at the fair value of the
equity instruments at the grant date. The fair value excludes the
effect of non market-based vesting conditions. Details regarding
the determination of the fair value of equity-settled share-based
transactions are set out in note 6.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Company's estimate of
equity instruments that will eventually vest. At each Statement of
Financial Position date, the Company revises its estimate of the
number of equity instruments expected to vest as a result of the
effect of non market-based vesting conditions. The impact of the
revision of the original estimates, if any, is recognised in the
Income Statement such that the cumulative expense reflects the
revised estimate, with a corresponding adjustment to the
equity-settled employee benefits reserve.
Fair value is measured by use of the Black Scholes Model. The
expected life used in the model is adjusted, based on management's
best estimate, for the effects of non-transferability, exercise
restrictions, and behavioural considerations.
3. Financial Risk Management
Financial Risk Factors
The Company's activities expose it to a variety of financial
risks: market risk (including exchange rate risk and interest rate
risk), credit risk and liquidity risk. The Company's overall risk
management programme focuses on the unpredictability of financial
markets, and seeks to minimise potential adverse effects on the
Company's financial performance.
Risk management is carried out by the Directors under policies
approved by the Board of Directors which include continuous
assessments of interest rate, credit risk and liquidity risk.
(a) Market Risk
(i) Foreign Exchange Risk
The Company operates mainly in the UK, and has limited exposure
to foreign exchange risk. Following the new strategies post
re-structure, the Company may have greater currency risk should it
develop an international investment portfolio.
(ii) Interest Rate Risk
The Company does not have any borrowing at the year end and
hence has limited exposure to interest rate risk. Should borrowing
become necessary, the Directors will assess the instruments
required to meet the Company's financing needs.
(b) Credit Risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions. The Company considers the
credit ratings of banks in which it holds funds in order to reduce
exposure to credit risk. The Company will only bank with financial
institutes that have a credit rate of A- or better.
(c) Liquidity Risk
The Company seeks to manage financial risk, to ensure sufficient
liquidity is available to meet foreseeable needs and to invest cash
assets safely and profitably. Cash is invested in commercial call
accounts which provide a modest return on the cash resources whilst
ensuring there is limited risk of loss.
There is no difference between the carrying values and fair
values of the financial instruments in the current year or prior
year.
(d) Market/Price Risk
The Company is exposed to equity securities market/price risk
because of investments held by the Company and classified on the
Statement of Financial Position as available-for-sale assets. To
manage this risk, the Company diversified its portfolio.
Capital Risk Management
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern, in order to
provide returns for shareholders and benefits for other
stakeholders, and to maintain an optimal capital structure to
reduce the cost of capital.
In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares, or sell assets to
reduce debt.
4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty
The preparation of the financial information in conformity with
IFRS requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and
reported amounts of assets and liabilities, income and expenses.
The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future
periods if the revision affects both current and future
periods.
(i) Critical Accounting Estimates and Assumptions
Share Based Payments
The Company made no awards of options over its unissued share
capital to the directors during the year to 31 December 2016.
(2015: nil share options issued)
The fair value of share based payments is calculated by
reference to a Black Scholes model. Inputs into the model are based
on management's best estimates of appropriate volatility, dividend
yields, discount rate and share price growth.
During the year, the Company incurred no share based payment
charge (2015: GBPnil charge).
5. Segment Information
The Company is now operating as a single UK based segment with a
single primary activity to invest in businesses so as to generate a
return for the shareholders. No segmental analysis has been
disclosed as the Company has no operating segments. The Directors
will review the segmental analysis on a regular basis, and update
accordingly.
6. Share Based Payments
During the year to 31 December 2016 and year to 31 December 2015, the Company granted no share
options. The share option charge for the year is GBPnil (2015: GBPnil).
2016 2015
No. of share Weighted average No. of share Weighted average
options exercise price options exercise price
Outstanding at beginning
of year 32,000,000 0.2p 32,000,000 0.2p
Granted during the - - - -
year
Forfeited during - - - -
the year
Cancelled during - -
the year
--------------------- -------------------- --------------------- --------------------
Outstanding at the end
of the year 32,000,000 0.2p 32,000,000 0.2p
--------------------- -------------------- --------------------- --------------------
Exercisable at the end
of the year 32,000,000 0.2p 32,000,000 0.2p
--------------------- -------------------- --------------------- --------------------
All options are exercisable at 0.2p and expire on 31 December 2020.
There are GBPnil (2015: GBPnil) employee benefit expenses in 2016 and 2015, as the Company
does not have employees other than the Directors.
7. Directors and Employees 2016 2015
Average number of employees No. No.
Average number of employees (who are all Directors)
during the year was: 3 3
--------- ---------
GBP'000 GBP'000
Emoluments of the Directors 36 42
--------- ---------
Salary 2016 2015
Directors' Emoluments and fees Total Total
GBP'000 GBP'000 GBP'000
Donald Strang (resigned on 18 January 2016) 1 1 18
Hamish Harris 12 12 12
Spencer Wilson 12 12 12
Jason Berry (ceased on 16 November 2016) 11 11 -
36 36 42
------------- --------- ---------
There were no pension scheme contributions on behalf of Directors during in 2016 or 2015.
8. Investment income 2016 2015
GBP'000 GBP'000
Dividend income - -
Realised gain on sale of AFS assets - -
--------- ---------
- -
--------- ---------
9. Operating Loss 2016 2015
GBP'000 GBP'000
Included within the results of operating activities are the following;
Staff costs 36 42
Audit fees 8 10
Bad debt written-off 1 -
Auditor's remuneration:
- Fees payable for the audit of the Company 8 10
- Audit related assurance services - -
--------- ---------
10. Finance Income
2016 2015
GBP'000 GBP'000
Interest income on short-term bank deposits - -
--------------- -------------
- -
--------------- -------------
11. Income Tax
2016 2015
GBP'000 GBP'000
UK Corporation Tax at standard rate of UK companies
Corporation Tax rate of 20% (2015 - 20%) - -
--------------- -------------
Deferred tax:
Origination and reversal of temporary differences - -
--------------- -------------
The tax on the Company's loss before tax differs from the theoretical
amount that would arise
using the weighted average tax rate applicable to loss of the Company as
follows:
Loss on ordinary activities before tax (269) (149)
--------------- -------------
Current tax at 20% (2015- 20%) (54) (30)
Tax effects of:
- Expenses not deductible for tax purposes - -
- Tax losses for which no deferred income tax asset is recognised 54 30
--------------- -------------
Tax charge/(credit) - -
--------------- -------------
12. Earnings per Share
Basic loss per share is calculated by dividing the loss attributable to equity holders of
the Company by the weighted average number of ordinary shares in issue during the year.
2016 2015
Loss attributable to equity holders of the Company (GBP'000) (269) (149)
Weighted average number of ordinary shares in issue 1,375,705,278 886,907,500
Basic and diluted loss per share (pence) (0.02) (0.02)
--------------- ---------------
The impact of the share options are considered to be anti-dilutive.
13. Available-for-sale financial assets - Listed Investments 2016 2015
GBP'000 GBP'000
Opening balance 51 117
Purchase of securities 4 -
Disposal of securities - -
Gain on disposal of investments - -
Foreign exchange gains on translation 1 -
Transfers to income statement - -
Movement in market value during the year 38 (66)
------------ -----------
Closing balance 94 51
------------ -----------
Available-for-sale assets comprise investments in listed securities which are traded on stock
markets throughout the world, and are held by the Company as a mix of strategic and short
term investments.
14. Trade and Other Receivables 2016 2015
GBP'000 GBP'000
Other receivables 10 1
VAT recoverable 24 6
Prepayments 7 6
------------ -----------
41 13
------------ -----------
15. Cash and Cash Equivalents 2016 2015
GBP'000 GBP'000
Cash at bank and in hand 175 207
------------ -----------
16. Trade and Other Payables 2016 2015
GBP'000 GBP'000
Trade payables 50 12
Other payables 22 3
Social security and other taxes - -
Accruals 54 82
------------ -----------
126 97
------------ -----------
17. Share Capital and Premium Number of Share Share
shares capital premium Total
(thousands) GBP'000 GBP'000 GBP'000
At 1 January 2015, and at
31 December 2015
- ordinary shares 886,907 88 18,441 18,529
- deferred shares 386,907 19,307 - 19,307
------------- --------- --------- ---------
1,273,814 19,395 18,441 37,836
------------- --------- --------- ---------
At 1 January 2016- Ordinary shares 886,907 88 18,441 18,529
Shares issued during the year;
On 18 February 2016, placing for cash at 0.04p per share 200,000 20 60 80
On 11 April 2016, placing for cash at 0.04p per share 437,500 44 131 175
Costs of share issues - - (14) (14)
------------- --------- --------- ---------
- ordinary shares 1,524,407 152 18,618 18,784
- deferred shares 386,907 19,307 - 19,307
------------- --------- --------- ---------
Totals at 31 December 2016 1,911,314 19,459 18,618 38,091
------------- --------- --------- ---------
The issued share capital at 31 December 2016 consists of 1,524,407,464 ordinary shares of
0.01p each and 386,907,464 deferred shares of 4.99p each.
637,500,000 shares were issued during the year ended 31 December 2016 (2015: no shares issued).
The deferred shares do not entitle their holders to receive dividends or other distributions,
receive notice of or to attend and vote at any general meeting or receive a return of capital
on a winding up. The deferred shares are redeemable at the option of the Company at any time
on giving 7 days written prior notice.
32 million share options were outstanding at 31 December 2016 (2015 - 32 million). The Company
has no warrants in issue at 31 December 2016 (2015: nil).
18. Operating Lease Commitments and capital commitments
The Company has no current lease or capital commitments as at 31 December 2016.
19. Related Party Transactions
There were no related party transactions during the year.
Key Management Personnel
The only key management personnel are the directors, whose
remuneration is detailed in Note 7.
20. Events after the Reporting Period
On 15 February 2017, the Company announced the following;
-- The issue of 1,414,285,714 new ordinary shares through a
placing for cash at 0.035pence per share raising GBP495,000.
-- The appointment of Nicholas Lee and Daniel Maling as
Non-executive Directors of the Company.
-- The issue of 120million share options to the Directors' of
the Company, at an exercise price of 0.045pence per share, expiring
on 31 December 2018.
On 1 June 2017, the Company announced signed a heads of terms to
invest CAD 875,500 (approximately GBP500,000) into TSX-V listed
Oyster Oil and Gas Limited ("Oyster") (the "Investment"). The
Investment is subject only to the completion of formal
documentation which is expected to be finalised very shortly and is
being funded from existing cash resources. Based on an enlarged
issued share capital of Oyster of approximately 44.8 million
shares, the Investment will result in Polemos acquiring a 3.9%
equity interest in Oyster.
21. Ultimate Controlling Party
The Directors believe there to be no ultimate controlling
party.
Notes:
1. This statement has been prepared using accounting policies
and presentation consistent with those applied in the preparation
of the statutory accounts of the Company.
2. The summary accounts set out above do not constitute
statutory accounts as defined by Section 428 of the UK Companies
Act 2006. The consolidated statement of comprehensive income, the
consolidated and company statements of financial position,
consolidated and company statement of changes in equity and the
consolidated and company statements of cash flows for the year
ended 31 December 2016 have been extracted from the Company's 2016
statutory financial statements upon which the auditor's opinion is
unqualified. The results for the year ended 31 December 2016 have
been extracted from the statutory accounts for that period, which
contain an unqualified auditor's report.
3. The auditor's opinion is not qualified. The statutory
financial statements are presented on the going concern basis.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR LLFVSRSITIID
(END) Dow Jones Newswires
June 08, 2017 10:38 ET (14:38 GMT)
Digitalbox (LSE:DBOX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Digitalbox (LSE:DBOX)
Historical Stock Chart
From Apr 2023 to Apr 2024