TIDMEML
RNS Number : 4787X
Emmerson PLC
30 April 2019
Emmerson Plc / Ticker: EML / Index: LSE / Sector: Mining
30 April 2019
Audited Results for the year ended 31 December 2018
Emmerson Plc ("Emmerson" or "the Company"), focused on
developing the low cost, high margin Khemisset Potash Project, is
pleased to announce its audited results for the 12 months ended 31
December 2018. The Group's Annual Report which includes an
unqualified audit report and audited Financial Statements for the
year ended 31 December 2018, will be made available on the
Company's website at www.emmersonplc.com.
Highlights
-- Strategy focused on the rapid advancement of the Khemisset
Potash Project through the de-risking and development milestones
towards production;
-- Scoping Study confirmed the robust economics of the Khemisset
Potash Project confirming its potential to be one of the world's
lowest cost and highest margin potash projects:
o NPV(10) of US$1.14 billion using independent industry analyst
Price Forecasts over a minimum 20-year mine life
o Life of mine average EBITDA margins of c.64% and average life
of mine post-tax cash flow of US$184 million
o Capital requirement of the Project is less than half of global
peer average
-- Seismic study conducted across the Khemisset basin
demonstrated that there was no major faulting that could impact
underground mining operations
-- Preliminary design and cost estimates for mine access confirmed that conventional access to mineralisation is feasible
-- Additional research permits covering land adjacent to
existing resource granted and an independent verified exploration
target of between 264-616 million tonnes was established
-- Drill programme commenced with the objective of upgrading
current JORC Inferred Resource to the higher confidence Indicated
and Measured categories
Chairman Statement
The rapid advancement of the Khemisset Potash Project
("Khemisset" or "the Project") has been the key objective for the
period and the Group has delivered on this by achieving several
significant development milestones including the release of the
Scoping Study in November 2018, some months ahead of schedule.
The results of the Scoping Study were, simply put, outstanding;
an NPV10 of US$1.14 billion using independent industry analyst
Price Forecasts over a minimum 20-year mine life, life of mine
("LOM") average EBITDA margins of nearly 64% and average LOM
post-tax cashflow of US$184 million per annum. Importantly, the
sector leading capital requirement of the Project, which was less
than half of the global peer average, allows Emmerson to overcome
potentially the most important barrier to entry for junior potash
projects - development capital cost. The results of the Scoping
Study give the team the confidence to continue to progress the
development programme at Khemisset.
The Scoping Study which, based on my industry experience,
reflected the level of detail evident in a Pre-Feasibility Study,
was the culmination of a significant amount of work completed by
the Emmerson management team. A basin wide seismic study was
conducted demonstrating that the Khemisset Project was free of
major seismic faulting that could impact underground mining
operations, an important de-risking of the future development of
the project. The completion of the preliminary design and cost
estimates for the mine access confirmed that a conventional access
to mineralisation was feasible, minimising the technical risk
involved in development and reducing the capital development costs.
The Project's fundamentals are very positive, with a long mine
life, with the fundamentals to deliver significant value to all of
our stakeholders.
The exploration growth potential of Khemisset is significant,
which could add considerable scope to the project life. We applied
for, and received, additional research permits for land adjacent to
the existing resource and, based on the historical geological data,
published an independently signed off, JORC compliant, Exploration
Target in August 2018. We commenced a drilling programme in
November 2018, which is ongoing, with the objectives of upgrading
the current JORC Inferred Resource to Indicated and Measured
categories, with the potential to expand the Mineral Resource
Estimate. The Group is undertaking a comprehensive metallurgical
testwork programme to confirm the processing flowsheet for the
project.
Work completed to date has provided confirmation of the
potential of the Khemisset Project. Our belief in Khemisset's
potential has been supported by independent analyst's research
published in support of the Group's technical and commercial work.
Align Research, in its initiation note, identified that the
conservative NPV10 figure included in the scoping study suggested a
potential upside of 290% and an additional note published by Shard
Capital Partners included a forecast price target of 106p,
representing considerable upside to the Company's share price.
A key advantage of the Khemisset Project is its prime location
in northern Morocco. Having extensive experience working in
different African jurisdictions, the comparative ease of working in
Morocco is evident to the Board. Morocco has established
high-quality infrastructure, essential for reducing capital and
logistics costs, a government that is fully supportive of direct
foreign investment and a mining fiscal and regulatory code which
provides financial incentives to companies like Emmerson and sets a
clear development path for the Project. Being situated in Morocco
also means that the project is located in one of the fastest
growing potash consumption markets in the world and is also ideally
located to supply four other large established markets. When
Khemisset commences production, in addition to the Moroccan
domestic market, Emmerson will be a key potash producer to the
Brazilian, South African and other European markets.
With our ambitious objectives, targeting production in
2022/2023, we believe that Emmerson will be entering the market at
an optimum time in the potash market cycle. Since the low point in
the cycle, in July 2016, the market has seen a strong rebound in
both demand and pricing. The 2017 and 2018 saw record years in
terms of global demand for potash, with market participants now
agreeing 2019 is likely to be another record year. This demand
pressure, combined with limited supply, is likely to improve
prices. The scale of the fertiliser opportunity has piqued the
interest of global organisations that wish to participate in the
underlying growth thematic. However, in order to become a
competitive producer of value added NPK fertilisers it is essential
to secure a supply of potash - a market traditionally controlled by
a very small group of producers. Emmerson, and the Khemisset
project, therefore has become an attractive proposition with high
strategic value to fertiliser producers looking to secure the
supply of potash. Preliminary conversations with strategic partners
has to date indicated that this value is recognised.
In January 2019, we outlined the Group's milestones for the 2019
calendar year, including a drill programme to expand and upgrade
the JORC mineral resource at Khemisset, a metallurgical test work
programme, the commencement of a Pre-Feasibility Study and an
Environmental and Social Impact Assessment. In addition, the Group
is advanced with strategic discussions with offtake and sales
partners and in-country service providers, and identifying
opportunities for project development cost reductions. Management
continues to advance the progression of Khemisset and significant
news flow will continue on these milestones. Much has been achieved
already and we are on track to complete our planned work programme
as scheduled.
We believe that 2019 will be a transformational year for the
Group, as we continue to advance Khemisset towards production.
I would like to take this opportunity to thank the management of
Emmerson. Hayden Locke and his team have done an exceptional job of
guiding the Group and completing a successful year of achievements,
and the board of Directors express their gratitude to Hayden and
his team.
To all stakeholders, on behalf of the board I would like to say
thank you for your support, patience and confidence in the team at
Emmerson.
We look forward to a successful and exciting 2019 and the
continuing positive journey of Emmerson as the Group advances the
development of the Khemisset Potash Project.
Mark Connelly
Chairman
29 April 2019
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEARED 31 DECEMBER 2018
2018 2017
Note GBP'000 GBP'000
Continuing Operations
Administrative expenses 4 (1,131) (265)
Net foreign exchange gain 196 -
Reverse acquisition cost 3 (698) -
Operating loss (1,633) (265)
Finance income 7 16
Finance costs 6 (158) (86)
Loss before tax (1,784) (335)
7 - -
Income tax
--------- ---------
Loss for the year attributable to equity owners (1,784) (335)
--------- ---------
Other comprehensive income
Items that may be subsequently reclassified to profit or loss:
Exchange gain/(loss) on translating foreign operations 81 (135)
Total comprehensive income attributable to equity owners (1,703) (470)
--------- ---------
Earnings per share (pence)
Basic and diluted 8 (0.49) (0.14)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2018
2018 2017
Note GBP000 GBP'000
Non-current assets
Intangible assets 9 3,699 2,304
Property, plant and equipment 40 1
Total non-current assets 3,739 2,305
Current assets
Trade and other receivables 10 352 8
Cash and cash equivalents 12 3,351 417
-------- --------
Total current assets 3,703 425
Total assets 7,442 2,730
-------- --------
Current liabilities
Trade and other payables 11 440 767
Convertible loans 15 - 785
-------- --------
Total current liabilities 440 1,552
Net assets 7,002 1,178
-------- --------
Shareholders equity attributable to equity owners
Share capital 13 8,265 1,391
Share reserve 14 229 1,227
Reverse acquisition reserve 3 1,651 -
Retained earnings (3,087) (1,303)
Translation reserve (56) (137)
Total equity 7,002 1,178
-------- --------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEARED 31 DECEMBER 2018
Reverse
Share Share Acquisition Retained Translation Total
Capital reserve reserve earnings reserve equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 January
2017 1,391 1,227 - (968) (2) 1,648
Loss for the year - - - (335) - (335)
Other comprehensive income:
Exchange loss on translating
foreign operations - - - - (135) (135)
Total comprehensive income - - - (335) (135) (470)
--------- --------- ------------- ---------- ------------ ---------
Balance as at 31 December
2017 1,391 1,227 - (1,303) (137) 1,178
--------- --------- ------------- ---------- ------------ ---------
Balance as at 1 January
2018 1,391 1,227 - (1,303) (137) 1,178
Loss for the year - - - (1,784) - (1,784)
Other comprehensive income:
Exchange gain on translating
foreign operations - - - - 81 81
Total comprehensive income - - - (1,784) 81 (1,703)
--------- --------- ------------- ---------- ------------ ---------
Issue of shares held in
share reserve 1,227 (1,227) - - - -
Transfer to reverse acquisition
reserve (2,618) - 2,618 - - -
Recognition of Emmerson
Plc equity at reverse
acquisition 967 - 117 - - 1,084
Issue of shares for acquisition
of subsidiary 1,084 - (1,084) - - -
Issue of shares for cash 7,338 - - - - 7,338
Share issue costs (1,124) - - - - (1,124)
Issue of share options
and warrants - 229 - - - 229
Total transactions with
owners recognised directly
in equity 6,874 (998) 1,651 - - 7,527
Balance as at 31 December
2018 8,265 229 1,651 (3,087) (56) 7,002
--------- --------- ------------- ---------- ------------ ---------
i. The Ordinary Shares issued by the Company have a no par value
and all fully paid. Further information on share capital is in note
13 to the financial statements.
ii. The share reserve arises on the grant of share options and
warrants to Directors and employees under the share option plan.
Disclosures of share-based payments to Directors and employees is
in note 5.
iii. The Reverse acquisition reserve arose from the reverse takeover detailed in note 3.
iv. The Retained earnings are cumulative earnings since
incorporation less any dividends declared.
v. The translation reserve comprises translation differences
arising from the translation of financial statements of the Group's
foreign entities into Sterling (GBP).
CONSOLIDATED STATEMENT OF CASH FLOWS
YEARED 31 DECEMBER 2018
Notes 2018 2017
GBP'000 GBP'000
Cash flows from operating activities
Loss before tax (1,784) (335)
Finance cost 158 86
Share based payment 14 229 -
Reverse acquisition expense 3 698 -
Changes in working capital
Increase in trade and other receivables (139) (2)
(Decrease)/increase in trade and other payables (327) 2
Net cash flows used in operating activities (1,165) (249)
-------- --------
Cash flows from investing activities
Exploration expenditure (1,258) (107)
Cash acquired on acquisition 3 181 -
Deferred consideration paid - (150)
Net cash flow used in investing activities (1,077) (257)
-------- --------
Cash flows from financing activities
Shares issued (net of issue costs) 13 5,254 -
Convertible loan note issued (net of issue costs) 15 - 703
Net cash flow generated from financing activities 5,254 703
-------- --------
Increase in cash and cash equivalents 3,012 197
Cash and cash equivalents at beginning of year 417 176
Foreign exchange on cash and cash equivalents (78) 44
-------- --------
Cash and cash equivalents at end of year 3,351 417
-------- --------
Major non-cash transactions
Significant non-cash transactions in respect of share issues are
disclosed within note 14.
NOTES TO THE FINANCIAL STATEMENTS
YEARED 31 DECEMBER 2018
General information
Emmerson Plc (the "Company") is a company incorporated and
domiciled in the Isle of Man, whose shares were admitted to the
Standard Listing segment of the Main market of the London Stock
Exchange on 15 February 2017.
The principal activity of the Group is the exploration,
development and exploitation of a potash development project in
Morocco.
Basis of preparation
General
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS and IFRIC
interpretations) ("IFRS") in force at the reporting date, and their
interpretations issued by the International Accounting Standards
Board ("IASB") as adopted for use within the European Union. The
financial statements have been prepared under the historical cost
convention except for the revaluation of certain financial
instruments that are measured at fair value.
The financial statements have been rounded to the GBP'000.
Functional and presentational currency
The financial information of the Group is presented in UK
Sterling, which is also the functional currency of the Company. The
individual financial statements of each of the Company's wholly
owned subsidiaries are prepared in the currency of the primary
economic environment in which it operates (its functional
currency).
Basis of consolidation
The Consolidated Financial Statements comprise the financial
statements of the Company, Moroccan Salts Limited and Moroccan
Salts Limited's subsidiaries (the "MSL Group") following the
business combination which took place on 4 June 2018 (see note
3).
Subsidiaries are fully consolidated from the date of
acquisition, being the date on which the Group obtains control.
Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the
ability to affect those returns through its power over the
investee.
Generally, there is a presumption that a majority of voting
rights result in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of
an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee,
including:
-- The contractual arrangement with the other vote holders of the investee;
-- Rights arising from other contractual arrangements; and
-- The Group's voting rights and potential voting rights
The Group re-assesses whether or not it controls an investee if
facts and circumstances indicate that there are changes to one or
more of the three elements of control. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Assets, liabilities, income and expenses of a subsidiary acquired
or disposed of during the period are included in the Group
Financial Statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.
All intra-group balances, transactions, income and expenses and
profits and losses resulting from intra-group transactions that are
recognised in assets, are eliminated in full.
All the Group's companies have 31 December as their year-end.
Consolidated financial statements are prepared using uniform
accounting policies for like transactions.
Comparative information
The Group's accounting treatment for the business combination,
as described in full within note 3 to these financial statements,
is to account for a reverse acquisition along with a share based
payment. Therefore, the comparative figures for 31 December 2017
are those of the legal subsidiary, the MSL Group, and do not
include the results of the Company, which is in accordance with
reverse acquisition accounting in IFRS 3 Business Combinations.
The MSL Group financial statements have been translated into
Pound Sterling in accordance with IAS 21 The Effects of Changes in
Foreign Exchange Rates. This standard requires that assets and
liabilities be translated using the exchange rate at year end, and
income, expenses and cash flow items are translated using the rate
that approximates the exchange rates at the dates of the
transactions (i.e. the average rate for the year). The foreign
exchange differences on translation of MSL Group are recognised in
other comprehensive income.
The comparative information in these financial statements was
unaudited as the MSL Group was not required to have an audit. The
Report of the Independent Auditor draws attention to this by way of
an Other Matter paragraph.
Going concern
In assessing the going concern basis of preparation of the
consolidated financial statements for the year ended 31 December
2018, the Directors have prepared cash-flow forecasts, and
stress-tested the assumptions in those forecasts.
The operations of the Group are currently financed from funds
which the Group has raised from shareholders. The Group has not yet
earned revenues and is still in the exploration phase of its
business. In common with many exploration entities, the Group will
need to raise further funds in order to progress the Group from the
exploration phase into feasibility and eventually into production
of revenues. The Group has cash and cash equivalents of
GBP3,351,000 at 31 December 2018.
The Directors have assessed the current cash levels together
with the cash-flow forecast and have a reasonable expectation that
the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future, and for a period
of at least 12 months from the date of signing of these financial
statements.
Changes in accounting policies
Interpretations and amendments to published standards effective
in 2018
The following standards, interpretations and amendments were
adopted by the Group during the year:
-- IFRS 9 (2014) - Financial instruments (effective 1 January 2018)
-- Amendments to IFRS 2: Classification and measurement of
Share-based Payment Transactions (effective 1 January 2018)
-- Annual improvements to IFRS Standards 2014-2016 Cycle (effective 1 January 2018)
-- IFRIC Interpretation 22 - Foreign Currency Transactions and
Advance Consideration (effective 1 January 2018)
IFRS 9 Financial Instruments replaced IAS 39 Financial
Instruments: Recognition and Measurement for annual periods
beginning on or after 1 January 2018, bringing together all three
aspects of the accounting for financial instruments: classification
and measurement; impairment; and hedge accounting.
The Group has applied IFRS 9 retrospectively, with the initial
application date of 1 January 2018, and determined that there was
no material impact on the comparative balances other than a change
in classification and terminology. There was no impact on hedging
as the Group does not apply hedge accounting.
Standards, amendments and interpretations to published standards
not yet effective
At the date of authorisation of these financial statements, the
following standards and interpretations, were in issue but not yet
effective, and have not been early adopted by the Group:
-- IFRS 16 - Leases (effective 1 January 2019)
-- Annual Improvements to IFRS Standards 2015 - 2017 Cycle (1 January 2019)
-- Amendments to References to the Conceptual Framework in IFRS
Standards (effective 1 January 2020)
The directors have reviewed the IFRS standards in issue which
are effective for annual accounting years ending on or after the
stated effective date. In their view, none of these standards would
have a material impact on the financial statements of the
Group.
Segment reporting
A business segment is a group of assets and operations engaged
in providing products or services that are subject to risks and
returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services
within a particular economic environment that are subject to risks
and returns that are different from those of segments operating in
other economic environments.
The Directors are of the opinion that the Group is engaged in a
single segment of business being the exploration activity of potash
in one geographical area, being Morocco.
Financial instruments
A financial instrument is any contract that gives rise to a
financial asset of on entity and a financial liability or equity
instrument of another.
(a) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, and
subsequently measured at amortised cost, fair value through OCI, or
fair value through profit and loss.
The classification of financial assets at initial recognition
that are debt instruments depends on the financial asset's
contractual cash flow characteristics and the Group's business
model for managing them. The Group initially measures a financial
asset at its fair value plus, in the case of a financial asset not
at fair value through profit or loss, transaction costs.
In order for a financial asset to be classified and measured at
amortised cost or fair value through OCI, it needs to give rise to
cash flows that are 'solely payments of principal and interest
(SPPI)' on the principal amount outstanding. This assessment is
referred to as the SPPI test and is performed at an instrument
level.
The Group's business model for managing financial assets refers
to how it manages its financial assets in order to generate cash
flows. The business model determines whether cash flows will result
from collecting contractual cash flows, selling the financial
assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are
classified in four categories:
-- Financial assets at amortised cost (debt instruments)
-- Financial assets at fair value through OCI with recycling of
cumulative gains and losses (debt instruments)
-- Financial assets designated at fair value through OCI with no
recycling of cumulative gains and losses upon derecognition (equity
instruments)
-- Financial assets at fair value through profit or loss
Financial assets at amortised cost (debt instruments)
This category is the most relevant to the Group. The Group
measures financial assets at amortised cost if both of the
following conditions are met:
-- The financial asset is held within a business model with the
objective to hold financial assets in order to collect contractual
cash flows; and
-- The contractual terms of the financial asset give rise on
specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured
using the effective interest rate (EIR) method and are subject to
impairment. Interest received is recognised as part of finance
income in the statement of profit or loss and other comprehensive
income. Gains and losses are recognised in profit or loss when the
asset is derecognised, modified or impaired. The Group's financial
assets at amortised cost include trade receivables (not subject to
provisional pricing) and other receivables.
Derecognition
A financial asset (or, where applicable, a part of a financial
asset or part of a group of similar financial assets) is primarily
derecognised (i.e., removed from the Group's consolidated statement
of financial position) when:
-- The rights to receive cash flows from the asset have expired; or
-- The Group has transferred its rights to receive cash flows
from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a
'pass-through' arrangement; and either (a) the Group has
transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially
all the risks and rewards of the asset, but has transferred control
of the asset.
Impairment of financial assets
The Group recognises an allowance for expected credit losses
(ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all
the cash flows that the Group expects to receive, discounted at an
approximation of the original EIR. The expected cash flows will
include cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms.
The Group recognises an allowance for ECLs for all debt
instruments not held at fair value through profit or loss. ECLs are
based on the difference between the contractual cash flows due in
accordance with the contract and all the cash flows that the Group
expects to receive, discounted at an approximation of the original
EIR. The expected cash flows will include cash flows from the sale
of collateral held or other credit enhancements that are integral
to the contractual terms. ECLs are recognised in two stages. For
credit exposures for which there has not been a significant
increase in credit risk since initial recognition, ECLs are
provided for credit losses that result from default events that are
possible within the next 12-months (a 12-month ECL). For those
credit exposures for which there has been a significant increase in
credit risk since initial recognition, a loss allowance is required
for credit losses expected over the remaining life of the exposure,
irrespective of the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and
other receivables due in less than 12 months, the Group applies the
simplified approach in calculating ECLs, as permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk, but
instead, recognises a loss allowance based on the financial asset's
lifetime ECL at each reporting date.
For trade receivables (not subject to provisional pricing) and
other receivables due in less than 12 months, the Group applies the
simplified approach in calculating ECLs, as permitted by IFRS 9.
Therefore, the Group does not track changes in credit risk, but
instead, recognises a loss allowance based on the financial asset's
lifetime ECL at each reporting date.
The Group considers a financial asset in default when
contractual payments are 90 days past due. However, in certain
cases, the Group may also consider a financial asset to be in
default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in
full before taking into account any credit enhancements held by the
Group.
A financial asset is written off when there is no reasonable
expectation of recovering the contractual cash flows and usually
occurs when past due for more than one year and not subject to
enforcement activity. At each reporting date, the Group assesses
whether financial assets carried at amortised cost are
credit-impaired. A financial asset is credit-impaired when one or
more events that have a detrimental impact on the estimated future
cash flows of the financial asset have occurred.
(b) Financial liabilities
Financial liabilities are classified, at initial recognition, as
financial liabilities at fair value through profit or loss, loans
and borrowings, payables, or as derivatives designated as hedging
instruments in an effective hedge, as appropriate. All financial
liabilities are recognised initially at fair value and, in the case
of loans and borrowings and payables, net of directly attributable
transaction costs. The Group's financial liabilities include trade
and other payables and loans.
Subsequent measurement
The measurement of financial liabilities depends on their
classification, as described below:
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss
include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair value
through profit or loss. Financial liabilities are classified as
held for trading if they are incurred for the purpose of
repurchasing in the near term. This category also includes
derivative financial instruments entered into by the Group that are
not designated as hedging instruments in hedge relationships as
defined by IFRS 9. Separated embedded derivatives are also
classified as held for trading unless they are designated as
effective hedging instruments. Gains or losses on liabilities held
for trading are recognised in the statement of profit or loss and
other comprehensive income.
Loans and borrowings and trade and other payables
After initial recognition, interest-bearing loans and borrowings
and trade and other payables are subsequently measured at amortised
cost using the EIR method. Gains and losses are recognised in the
statement of profit or loss and other comprehensive income when the
liabilities are derecognised, as well as through the EIR
amortisation process.
Amortised cost is calculated by taking into account any discount
or premium on acquisition and fees or costs that are an integral
part of the EIR. The EIR amortisation is included as finance costs
in the statement of profit or loss and other comprehensive
income.
This category generally applies to trade and other payables.
Derecognition
A financial liability is derecognised when the associated
obligation is discharged or cancelled or expires.
When an existing financial liability is replaced by another from
the same lender on substantially different terms, or the terms of
an existing liability are substantially modified, such an exchange
or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in
the respective carrying amounts is recognised in profit or loss and
other comprehensive income.
(c) Financial liabilities
Liabilities within the scope of IFRS 9 are classified as
financial liabilities at fair value through profit and loss or
other liabilities, as appropriate.
A financial liability is derecognised when the obligation under
the liability is discharged or cancelled or expires.
Financial liabilities included in trade and other payables are
recognised initially at fair value and subsequently at amortised
cost.
Taxation
Current taxes are based on the results shown in the financial
statements and are calculated according to local tax rules, using
tax rates enacted or substantively enacted by the balance sheet
date.
Deferred tax is recognised on temporary differences arising
between the tax bases of assets and liabilities and their carrying
amounts in the financial statements, determined using tax rates
that are expected to apply when the related deferred tax asset or
liability is realised or settled. Deferred tax assets are
recognised only to the extent that it is probable that future
taxable profit will be available against which the temporary
differences can be utilised.
Intangible assets - exploration and evaluation expenditure
Exploration expenditure comprises all costs which are directly
attributable to the exploration of a project area.
When it has been established that a mineral deposit has
development potential, all costs (direct and applicable overheads)
incurred in connection with the exploration and development of the
mineral deposits are capitalised until either production commences
or the project is not considered economically viable.
In the event of production commencing, exploration costs are
amortised through administrative expenses, over the expected life
of the mineral reserves on a unit production basis. Other
pre-trading expenses are written off as incurred. For the purposes
of impairment testing, intangible assets are allocated to specific
projects with each licence reviewed annually. Where a project is
abandoned or is considered to be of no further interest, the
related costs are written off.
Intangible assets are not subject to amortisation and are tested
annually for impairment. The recoverability of all exploration
costs, licenses and mineral resources is dependent on the ability
of the Group to obtain necessary financing to complete the
development of reserves and future profitable production, or
proceeds from the disposition thereof.
Cash and cash equivalents
For the purpose of presentation in the statement of cash flows,
cash and cash equivalents includes cash on hand and deposits held
at call with financial institutions.
Foreign currencies
Assets and liabilities in foreign currencies are translated into
sterling at the rates of exchange ruling at the Statement of
Financial Position date. Transactions in foreign currencies are
translated into sterling at the rate of exchange ruling at the date
of the transaction. Exchange differences are taken into account in
arriving at the operating result.
On consolidation of a foreign operation, assets and liabilities
are translated at the closing rate at the date of the Statement of
Financial Position, income and expenses for each Statement of
Comprehensive Income presented are translated at average exchange
rates. All resulting exchange differences shall be recognised in
other comprehensive income and accumulated in equity.
Share-based payment arrangements
The Group operates equity-settled, share-based compensation
plans, under which the entity receives services from employees as
consideration for equity instruments (options) of the Group. The
fair value of employee services received in exchange for the grant
of share options are recognised as an expense. The total expense to
be apportioned over the vesting period is determined by reference
to the fair value of the options granted:
-- including any market performance conditions;
-- excluding the impact of any service and non-market performance vesting conditions; and
-- including the impact of any non-vesting conditions.
Non-market performance and service conditions are included in
assumptions about the number of options that are expected to vest.
The total expense is recognised over the vesting period, which is
the period over which all of the specified vesting conditions are
to be satisfied. At the end of each reporting period the Group
revises its estimate of the number of options that are expected to
vest.
The Group recognises the impact of the revision of original
estimates, if any, in profit or loss, with a corresponding
adjustment to equity.
When options are exercised, the Company issues new shares. The
proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share
premium.
The fair value of goods or services received in exchange for
shares is recognised as an expense and included within
administrative expenses.
Critical accounting estimates and judgements
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 group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the consolidated
financial statements, are disclosed below:
a) Recoverability of intangible assets
The Group tests annually for impairment or more frequently if
there are indications that the intangible assets might be
impaired.
Determining whether the intangible assets are impaired requires
an estimation of the value in use of the cash generating units to
which the intangible assets belong. Where impairment indicators are
present, the Group is required to evaluate the future cash flows
expected to arise from the cash-generating unit and the suitable
discount rate in order to calculate the present value.
The carrying value of Group's exploration and evaluation
intangible assets at 31 December 2018 is GBP3,699,000 (2017:
GBP2,304,000).
b) Share based payments
The Group has made awards of options on its unissued share
capital to certain directors and employees as part of their
remuneration package.
The valuation of these options involved making a number of
critical estimates relating to price volatility, future dividend
yields, expected life of the options and interest rates. These
assumptions are described in more detail in note 14.
The expense charged to the Statement of Comprehensive Income
during the year in relation to share based payments was GBP229,000
(2017: GBPnil).
c) Going concern
The Group reviews its going concern status, via comparisons to
budgets, cash flow forecasts, and access to further financing. At
the balance sheet date, the group had GBP3,351,000 of cash. The
Directors have identified that further funding will be required to
finance the Group's exploration in Morocco. The Directors are
confident that the Company will be able to raise these funds
however there is no binding agreement in place to date.
The Directors have prepared a cash flow forecast which assumes
that the Group and Company is not able to raise additional funds
within the going concern period and if that was the case, the
forecasts demonstrate that austerity measures can be implemented or
significant project expenditure delayed to reduce the Group and
Company's cash outflows to the minimal contracted and committed
expenditure while also maintaining the Group's licences and
permits. Based on their assessment of the financial position, the
Directors have a reasonable expectation that the Group and Company
will be able to continue in operational existence for the next
twelve months and continue to adopt the going concern basis of
accounting in preparing these financial statements.
Business combination
On 4 June 2018, the Company acquired the entire issued share
capital of MSL, a private company incorporated in the British
Virgin Islands, by way of a share for share exchange. MSL acted as
the ultimate holding company for four wholly owned Moroccan
subsidiaries. MSL Minerals SARL is a wholly owned subsidiary of
MSL. MSL Minerals SARL is the shareholder of three further Moroccan
subsidiaries, being:
-- Unisalts SARL:
-- JMS SARL; and
-- Mine de Centre SARL
Although the transaction resulted in MSL becoming a wholly owned
subsidiary of the Company, the transaction constitutes a reverse
acquisition as the previous shareholders of MSL own a substantial
majority of the Ordinary Shares of the Company and two out of four
members of the Board of Directors of the Company are MSL
shareholders and management.
In substance, the shareholders of MSL acquired a controlling
interest in the Company and the transaction has therefore been
accounted for as a reverse acquisition. As the Company previously
had no investment activities and was engaged in acquiring MSL and
raising equity financing to provide the required funding for the
operations of the acquisition and re-listing on the main market of
the LSE, it did not meet the definition of a business according to
the definition in IFRS 3.
Accordingly, this reverse acquisition does not constitute a
business combination and was accounted for in accordance with IFRS
2 "Share-based Payments" and associated IFRIC guidance. Although,
the reverse acquisition is not a business combination, the Company
has become a legal parent and is required to apply IFRS 10 and
prepare consolidated financial statements. The Directors have
prepared these financial statements using the reverse acquisition
methodology, but rather than recognising goodwill, the difference
between the equity value given up by the MSL shareholders and the
share of the fair value of net assets gained by the MSL
shareholders is charged to the statement of comprehensive income as
a share based payment on reverse acquisition, and represents in
substance the cost of acquiring a main market LSE quoted
listing.
In accordance with reverse acquisition accounting principles,
these consolidated financial statements represent a continuation of
the consolidated statements of MSL and its subsidiaries and
include:
a. The assets and liabilities of MSL and its subsidiaries at
their pre-acquisition carrying amounts and the results for both
years; and
b. The assets and liabilities of the Company as at 30 June 2018
and it's results from 4 June 2018 to 30 June 2018.
On 4 June 2018, the Company issued 333,333,333 ordinary shares
to acquire all 2,820 shares of MSL.
On 4 June 2018, the investment of Moroccan Salts Limited in the
Company was valued at GBP1,084,000 (not including the GBP6,000,000
cash placing proceeds on the same date).
Because the legal subsidiary, MSL, was treated as the accounting
acquirer and the legal Parent Company, Emmerson Plc, was treated as
the accounting subsidiary, the fair value of the shares deemed to
have been issued by MSL was calculated at GBP1,084,000 based on an
assessment of the purchase consideration for a 100% holding in
Emmerson Plc.
The fair value of net assets of Emmerson Plc was GBP386,000 (not
including the GBP6,000,000 cash placing proceeds on the same date),
as follows:
GBP'000
Cash and cash equivalents 181
Trade and other receivables(1) 205
--------
386
--------
1) Trade and other receivables are predominantly comprised of prepayments for transaction costs.
The difference between the deemed cost and the fair value of the
net assets acquired therefore amounts to GBP698,000 and has been
expensed in accordance with IFRS 2 as a Share based payment to
profit or loss.
Any transaction costs associated with the issuing of shares are
deducted from share capital reserve. Mixed costs that relate to
both share issuance and listing on the stock exchange are
apportioned based number of new shares issued to the total
shares.
The reverse acquisition reserve that arose from the reverse
takeover is made up as follows:
GBP'000
Pre-acquisition losses of Emmerson
Plc(1) (581)
MSL share capital at acquisition(2) 2,618
Investment in Emmerson Plc(3) (1,084)
Reverse acquisition expense 698
--------
1,651
--------
The movement on the reverse acquisition reserve is as
follows:
1) Elimination of pre-acquisition reserves of Emmerson Plc as at 4 June 2018.
2) MSL had issued share capital of US$ 3,201,000, equivalent to
GBP2,618,000, as at 4 June 2018. As these financial statements
present the capital structure of the legal parent entity, the
equity of MSL is eliminated.
3) The Company issued 333,333,333 shares, valued at GBP1,084,000
for the entire issued capital of MSL.
4) The reverse acquisition expense represents the difference
between the value of the equity issued by the Company, and the
deemed consideration given by MSL to acquire the Company.
Expenses by nature
2018 2017
GBP'000 GBP'000
Project costs 39 33
Directors' fees (note 5) 284 69
Share based payments (note 229 -
14)
Travel and accommodation 55 36
Listing fees and issue costs 123 -
expensed
Auditors remuneration 27 -
Professional and consultancy
fees 322 111
Other expenses 52 16
------------------------------- -------- --------
Total 1,131 265
------------------------------- -------- --------
Directors' remuneration
Details of Directors' remuneration during the year are as
follows:
Salaries and fees
GBP'000
Edward McDermott 46
Hayden Locke 154
Mark Connelly 18
Robert Wrixon 66
------------------ --------------------
284
------------------ --------------------
Certain Directors have also received fees for consultancy
services provided which are disclosed within note 17. In addition,
the Directors received share options all with an exercise price of
3 pence. There were no options exercised by Directors during the
year. Further details on share options are in note 14.
There was no Directors' remuneration in 2017.
Finance costs
2018 2017
GBP'000 GBP'000
Convertible loan notes interest
(see note 15) 158 86
---------------------------------- -------- --------
Total 158 86
---------------------------------- -------- --------
Income tax
2018 2017
GBP'000 GBP'000
Current tax:
Tax - -
Total tax - -
======== ========
Reconciliation of income tax
Loss before tax (1,784) (335)
-------- ------
Loss before tax multiplied by domestic tax (14) -
rates applicable to losses in the respective
countries
Effects of:
Non-taxation income/(non-deductible expenses) - -
Losses on which no deferred tax is recognised 14 -
Total tax - -
-------- ------
The weighted average applicable tax rate was 1% (2017: 1%). The
Isle of Man has a 0% tax rate and Morocco has 23% tax rate.
A deferred tax asset has not been recognised in respect of
deductible temporary differences relating to certain losses carried
forward at the year end, as there is insufficient evidence that
taxable profits will be available in the foreseeable future against
which the deductible temporary difference can be utilised.
The unrecognised deferred tax asset for the Group was
approximately GBP14,000 (2017: GBPnil). The unrecognised deferred
tax asset relating to Moroccan tax losses amounted to approximately
GBP14,000 (2017: GBPnil).
Earnings per share
The calculation of the basic and diluted earnings per share is
based on the following data:
2018 2017
GBP'000 GBP'000
Earnings
Loss from continuing operations for the year attributable to the equity holders of the
Company (1,784) (335)
Number of shares
Weighted average number of ordinary shares for the purpose of basic and diluted
earnings per
share 361,230,854 231,442,079
---------------------------------------------------------------------------------------- ------------ ------------
Basic and diluted earnings per share (pence) (0.49) (0.14)
---------------------------------------------------------------------------------------- ------------ ------------
The weighted average number of shares is adjusted for the impact
of the reverse acquisition as follows:
- Prior to the reverse takeover, the number of shares is based
on MSL, adjusted using the share exchange ratio arising on the
reverse takeover; and
- From the date of the reverse takeover, the number of share is
based on the Company
The potential number of shares which could be issued following
the exercise of options and warrants currently outstanding amounts
to 53,888,332 (see note 14). Dilutive earnings per share equals
basic earnings per share as, due to the losses incurred, there is
no dilutive effect from the subsisting share options and
warrants.
Intangible assets
The intangible assets consist of capitalised exploration and
evaluation expenditure, including the cost of acquiring the one
mining license and 39 research permits held by the Company's
subsidiaries. The potash properties are currently unproved
reserves. Once properties are classified as proved reserves, they
will be transferred from intangible assets to tangible assets, and
amortised over the life of the area according to the rate of
depletion of the economically recoverable costs.
2018 2017
GBP'000 GBP'000
Cost:
At the beginning of the year 2,304 2,483
Additions 1,258 107
Exchange differences 137 (286)
------------------------------- -------- --------
Total 3,699 2,304
------------------------------- -------- --------
Intangible assets are reviewed at each reporting date to
determine whether there is objective evidence of impairment. If any
such indication exists, an impairment loss is recognised in the
profit or loss as the difference between the asset's carrying
amount and the present value of estimated future cash flows
discounted at the financial asset's original effective interest
rate.
The Directors therefore undertook an assessment of the following
areas and circumstances that could indicate the existence of
impairment:
-- The Group's right to explore in an area has expired, or will
expire in the near future without renewal;
-- No further exploration or evaluation is planned or budgeted for;
-- A decision has been taken by the Board to discontinue
exploration and evaluation in an area due to the absence of a
commercial level of reserves; or
-- Sufficient data exists to indicate that the book value will
not be fully recovered from future development and production.
The Directors note that there are key exploration licences due
to expire in August 2019. An application has been made to the
Ministry of Mines to combine the individual licence areas held by
the Group into one exploration licence in order to obtain renewal.
The renewal process is ongoing and the result is uncertain, however
the Directors are not aware of any reason why renewal will not be
granted. Should the application be unsuccessful, the Directors
would pursue the option to convert the exploration licences into
mining licences in order to retain title. In either scenario, the
Directors are confident that they will retain good title to these
exploration licences.
Following their assessment, the Directors concluded that no
impairment charge was necessary for the period ended 31 December
2018.
Trade and other receivables
2018 2017
GBP'000 GBP'000
Other receivables 282 8
Prepayments 70 -
Total 352 8
-------------------- -------- --------
Trade and other payables
2018 2017
GBP'000 GBP'000
Other payables 282 767
Accruals 158 -
Total 440 767
----------------- -------- --------
Financial instruments
Categories of financial instruments
2018 2017
Financial assets measured at amortised GBP'000 GBP'000
cost
Other receivables 282 8
Cash and cash equivalents 3,351 417
---------------------------------------------- --------- ---------
3,633 425
---------------------------------------------- --------- ---------
Financial liabilities measured at amortised
cost
---------------------------------------------- --------- ---------
Other payables 282 767
---------------------------------------------- --------- ---------
Financial liabilities measure at fair value
through profit or loss
---------------------------------------------- --------- ---------
Convertible loans - 785
---------------------------------------------- --------- ---------
Financial risk management objectives and policies
The Company is exposed through its operations to credit risk and
liquidity risk. In common with all other
businesses, the Company is exposed to risks that arise from its
use of financial instruments. This note
describes the Company's objectives, policies and processes for
managing those risks and the methods
used to measure them. Further quantitative information in
respect of these risks is presented throughout this financial
information.
General objectives, policies and processes
The Directors have overall responsibility for the determination
of the Company's risk management objectives and policies. Further
details regarding these policies are set out below:
Capital management
The Group's objectives when managing capital are to safeguard
the Group'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.
The capital structure of the Group consists of issued capital,
reserves and retained earnings. The Directors reviews the capital
structure on a semi-annual basis. As a part of this review, the
Directors consider the cost of capital, the risks associated with
each class of capital and overall capital structure risk management
through the new share issues and share buy-backs as well as the
issue of new debt or the redemption of existing debt.
The management's strategy remained unchanged from 2017.
Market price risk
The development and success of any project of the Enlarged Group
will be primarily dependent on the future price of potash. Potash
prices are subject to significant fluctuation and are affected by a
number of factors which are beyond the control of the Company.
Future production from the Khemisset Project is dependent on potash
prices that are adequate to make the project economic.
Credit risk
The Company's credit risk arises from cash and cash equivalents
with banks and financial institutions. For banks and financial
institutions, only independently rated parties with minimum rating
"A" are accepted.
Liquidity risk
Liquidity risk arises from the Directors' management of working
capital. It is the risk that the Company will encounter difficulty
in meeting its financial obligations as they fall due.
The Directors' policy is to ensure that the Company will always
have sufficient cash to allow it to meet its liabilities when they
become due. To achieve this aim, the Directors seek to maintain a
cash balance sufficient to meet expected requirements.
The Directors have prepared cash flow projections on a monthly
basis through to 30 April 2020. At the
end of the period under review, these projections indicated that
the Group is expected to have sufficient liquid resources to meet
its obligations under all reasonably expected circumstances.
Foreign exchange risk
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the United States Dollar ("US$") and Morocco Dirham
("MAD"). Foreign exchange risk arises from future commercial
transactions, recognised monetary assets and liabilities and net
investments in foreign operations.
Net assets denominated in US$ and MAD at the year-end amounted
to GBP1.36 million and net liability of GBP0.06 million.
At 31 December 2018, had the exchange rate between the Sterling
and US$ increased or decreased by 5% with all other variables held
constant, the increase or decrease respectively in net assets would
amount to approximately GBP68,000 (2017: GBP21,000).
At 31 December 2018, had the exchange rate between the Sterling
and MAD increased or decreased by 5% with all other variables held
constant, the increase or decrease respectively in net assets would
amount to approximately GBP3,000 (2017: GBP1,300).
The Group does not hedge against foreign exchange movements.
Share capital
The Ordinary Shares issued by the Company have a no par value
and all fully paid. Each Ordinary Share carries one vote on a poll
vote. The Company does not have a limited amount of authorised
capital.
Movements during the year in the issued share capital of MSL and
the Company respectively are summarised below.
MSL Number of
shares US$'000 GBP'000 equivalent
Brought forward at 1 January
2018 1,958 1,701 1,391
Issued as deferred consideration
for the MSL subsidiaries and
to various consultants/partners 862 1,500 1,227
Exchanged for shares in Company
in RTO 2,820 3,201 2,618
---------------------------------- ---------- -------- -------------------
Company Number GBP'000
of shares
Brought forward at 1 January 2018 48,183,344 1,133
Less share issue costs (166)
--------
967
Shares issued for cash 200,000,000 6,000
Shares issued in exchange for MSL shares 333,333,333 1,084
Shares issued to consultant Max Capital Private
Ltd 14,500,000 435
Shares issue for convertible loan notes (see
note 15) 30,115,708 903
Less share issue costs* - (1,124)
------------------------------------------------- ------------ --------
As at 31 December 2018 626,132,385 8,265
------------------------------------------------- ------------ --------
*The share issue costs of GBP1,124,000 included non-cash costs
of GBP378,000. The net cash received from the shares issued for
cash was therefore GBP5,254,000.
Share based payments
Options
The Group operates equity-settled, share-based compensation
plans, under which the entity receives services from Directors and
employees as consideration for equity instruments (options) of the
Group.
On 4 June 2018 and in conjunction with the business combination,
the Placing and Re-Admission of the Company to the London Stock
Exchange, the Company granted the following share options all with
an exercise price of 3 pence and a maximum life of five years from
the date they were issued. The options vest in four equal portions
on the date of grant, and on the 6, 12 and 18 month
anniversaries.
Expiry of
Number issued option year
Share options
Hayden Locke (director) 12,000,000 5 years
Robert Wrixon (director) 6,000,000 5 years
Ed McDermott (director) 6,000,000 5 years
Consultants 7,500,000 5 years
Others 11,000,000 5 years
-------------------------- -------------- -------------
Total 42,500,000
-------------------------- -------------- -------------
During the year nil share options expired (2017: nil) and nil
were forfeited (2017: nil). 21,250,000 options were exercisable at
the end of the year (2017: nil).
The weighted average exercise price for all the share options
and warrants is 3 pence and the average contractual life is 5 years
(2017: nil years).
The weighted average fair value of options granted during the
year is 0.98 pence (2017: GBP nil).
The total expense recognised in the State of Comprehensive
Income during the year was GBP156,000 (2017: GBPnil). This fair
value has been calculated using the Black-Scholes option pricing
model. The inputs into the model were as follows:
2018
Number of options issued 42,500,000
Share price 3.05
pence
Exercise price 3.00
pence
Expected volatility 34%
Expected life (yrs.) 5 years
Risk free interest rate 1.3%
Dividend yield nil
Expected volatility was determined with reference to the
historical volatility of the Company's share price and adjusted for
future expectations.
The weighted average remaining contractual life of the share
options outstanding at the end of the period is 4.5 years (2017:
nil years).
Warrants
The following options were issued as part of share
subscriptions:
Number issued Expiry
Warrants - 15 February 2017 1,054,999 3 years
Warrants - 4 June 2018 10,333,333 2 years
Total warrants 11,388,332
The total expense recognised in the Statement of Comprehensive
Income during the year was GBP73,000 (2017: GBPnil). This fair
value has been calculated using the Black-Scholes option pricing
model. The inputs into the model were as follows:
2018
Number of warrants issued 11,388,332
Share price 3.05 pence
Exercise price 3.00 pence
Expected volatility 34%
Expected life (yrs.) 2-3 years
Risk free interest rate 1.3%
Dividend yield nil
Expected volatility was determined with reference to the
historical volatility of the Company's share price and adjusted for
future expectations.
The total share based payment recognised in the Statement of
Changes in Equity during the year was GBP229,000 (2017:
GBPnil).
Convertible loan notes
On 30 August 2017, Moroccan Salts Limited adopted a deed poll
establishing unsecured convertible loan notes. A total of
US$950,000 of loan notes were subscribed for during 2017. They were
convertible into ordinary shares at a discount of 25% to the share
price paid on issue of new shares as part of an IPO/RTO, and
accordingly they were entitled to receive shares in the Company
with a value of US$1,266,667. Applying the exchange rate at the
date of the issue of the Placing Document and a placing price of 3
pence per Ordinary Share, on 4 June the loan notes were converted
into 30,115,708 Emmerson Plc Ordinary Shares with a value of
GBP903,471.
The finance cost recorded in the Statement of Comprehensive
Income represents the increase in value of the loan notes from the
date of grant up to conversion into Ordinary Shares.
Future rental payments
The commitments arising from operating leases are largely rental
payments for buildings. The future minimum lease payments
(payables) under non-cancellable operating leases are:
2018 2017
GBP'000 GBP'000
Within one year 3 -
More than one year - -
------------------- -------- --------
As at end of year 3 -
------------------- -------- --------
Related party transactions
Details of directors' remuneration during the year are given in
note 5.
Phil Cleggett is the only key management personnel other than
the Directors. Fees of GBP137,000 (2017: GBP18,000) were paid
during the year to Bremer Consulting Pty Ltd, a company Phil
Cleggett controls and the amount outstanding as at year-end is
GBP61,000 (2017: GBP nil).
Hayden Locke is a Director of the Company and is a director of
Benson Capital limited and Bentley Capital limited, which provide
consulting services to the Company. During the year, Benson Capital
limited and Bentley Capital limited received total fees of
GBP134,000 (2017: GBPnil). The amount outstanding as at year-end is
GBP nil (2017: GBP nil).
Robert Wrixon is a Director of the Company and is a director of
Starboard Global Limited which provided corporate services to the
Company. Robert is also a director of Good Spirit International
Limited which provide corporate services to the Company. During the
year, Starboard Global Limited and Good Spirit International
Limited received fees of GBP21,000 (2017: GBPnil) and GBP65,000
(2017: GBPnil) respectively. The amount outstanding to both the
companies as at year-end is GBP nil (2017: GBP nil).
There are no other related party transactions.
Ultimate controlling party
The Directors consider that there is no controlling or ultimate
controlling party of the Company.
Events after the reporting date
The Company registered for VAT after year-end and has accrued
GBP117,000 input VAT included in trade and other receivables.
There were no other significant subsequent events.
Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
*ENDS*
For further information, please visit www.emmersonplc.com, follow
us on Twitter (@emmerson_plc), or contact: Emmerson Plc Tel: +44 (0) 207 236
Hayden Locke 1177
Edward McDermott
James Biddle Beaumont Cornish Limited Tel: +44 (0) 207 628
Roland Cornish Financial Adviser 3396
Jeremy King Optiva Securities Limited Tel: +44 (0) 3137 1904
Broker
Gaby Jenner St Brides Partners Ltd Tel: +44 (0) 20 7236
Melissa Hancock Financial PR/IR 1177
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FR PGUMACUPBPGB
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