TIDMSPSM
RNS Number : 6267Q
Stallion Resources PLC
19 June 2015
19 June 2015
Stallion Resources plc
("the Company")
Final Results for the year ended 31 December 2014
Stallion Resources plc is pleased to announce its final results
for the year ended 31 December 2014.
CHAIRMAN'S STATEMENT
The audited statement of comprehensive income for the year ended
31 December 2014 states that the Group made a loss of EUR138,540
after investment write-backs of EUR265,031 (2013: loss of
EUR2,224,860), on revenues of EURnil (2013: EURnil). This reflected
the final transactions and balances relating to the disposal of the
Group's former subsidiaries on 9 May 2014 that had not been
provided for in the previous period. This disposal had been
determined upon by the previous Directors who had considered that
the limited resources and difficult trading conditions faced by the
trading subsidiaries, together with the performance of the Group
and its subsidiaries, was not strong enough to generate revenues to
support the costs associated with being quoted on a public market.
A decision was therefore taken to dispose of the existing business
("the Business"), introduce new funds, appoint new directors, and
adopt a new investing policy.
The Company subsequently entered into a sale and purchase
agreement ("SPA") on 7 April 2014 between the Company and Golden
Rays Ventures ("Golden Rays") in which Golden Rays agreed to
acquire the Business and to assume the liabilities for an initial
nominal consideration of GBP1. Golden Rays would also make an
additional payment to the Company of GBP636,000 if certain trigger
events were achieved, with that additional payment to be passed
onto the shareholders on the Register of the Company as at 9 May
2014. In addition, Golden Rays agreed to assume responsibility for
all liabilities in relation to a shareholder loan of EUR215,499.
All other outstanding loans by the Company to the Business and vice
versa have been eliminated pursuant to the SPA.
The disposal was completed in May 2014, new directors were
appointed and a new investing policy and change of company name
adopted at a General Meeting of the Company held on 9 May 2014.
NEW INVESTING POLICY
On 9 May 2014, the Company's shareholders approved a new
Investing Policy which is to invest in and/or acquire companies
and/or projects within the natural resources and/or energy sector
with potential for growth. The Investing Policy states that the
Company will also consider opportunities in other sectors as they
arise if the Directors consider there is an opportunity to generate
an attractive return for Shareholders. In selecting investment
opportunities, the Directors will focus on businesses, assets
and/or projects that are available at attractive valuations and
hold opportunities to unlock embedded value.
As an Investing Company, the Company will be required to make an
acquisition or acquisitions which constitutes a reverse takeover
under the AIM Rules or otherwise implement its proposed Investing
Policy on or before the date falling twelve months from the
adoption of the Investing Policy failing which, in accordance with
the AIM rules, the Company's Ordinary Shares would then be
suspended from trading on AIM. The Company's Board of Directors
considered a wide range of investments throughout the year,
including conducting detailed due diligence and engaging in
negotiations on several project opportunities, both in the natural
resources sector but also in other unrelated sectors. However, as
at 9 May 2015, being 12 months after the approval of the Company's
Investing Policy, the Company had not implemented its Investing
Policy or completed a reverse takeover. As such, the Company's
shares were suspended from trading on 11 May 2015. The Company has
a period of six months from 11 May 2015 to make a reverse takeover
or implement the Company's Investing Policy in order for the
Company's shares to recommence trading.
While the suspension of the Company's shares from trading is
regrettable, the Company's Board of Directors will continue to work
diligently with a view to ensuring that an appropriate transaction
or transactions are consummated within the prescribed period to
enable trading to re-commence. We will keep shareholders appraised
of developments.
FINANCIAL OVERVIEW
The Group made a loss before tax of EUR373,778 (2013:
EUR1,648,940) and cash balances held at 31 December 2014 were
EUR124,459 (2013 - EUR110,315).
In order to recapitalise the Company, in May 2014 the Company
was able to raise EUR368,550 net of costs at 0.06 pence per share,
through the subscription of 500,000,000 new Ordinary Shares
representing 53.7% of the issued ordinary share capital.
OUTLOOK
The Board continues to work diligently on the consummation of
investments which will be value-enhancing for the Company's
shareholders.
I would like to take this opportunity to thank the Board, staff
and stakeholders for their continued support during the year.
On behalf of the Board on 17 June 2015.
David Ajemian
Non Executive Chairman
For further information, please contact:
+44 20 3006
Stallion Resources plc 0260
George Frangeskides (Company Secretary)
Sanlam Securities UK Limited (Nominated +44 20 7628
adviser and joint broker) 2200
Lindsay Mair/Andrew Wagstaff
Peterhouse Corporate Finance Limited +44 20 7469
(Joint broker) 0930
Jon Levinson
Duncan Vasey
Eran Zucker
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013
restated
Notes EUR EUR
Revenue - -
Cost of sales (1,329) -
---------------- ----------------
Gross loss (1,329) (22,168)
Administrative expenses (182,556) (26,996)
Write-down of investments - (1,619,030)
Share-based payments (181,570) -
-------------- --------------
Loss from operations 2 (365,455) (1,646,026)
Financial expenses 4 (8,323) (2,904)
-------------- --------------
Loss before tax (373,778) (1,648,930)
Tax charge for the year (6,570) -
------------- ---------------
Loss from continuing operations (380,348) (1,648,930)
Profit / (loss) from discontinued
operations net of tax 265,031 (671,540)
------------- ---------------
(115,317) (2,320,470)
======= ========
Other comprehensive expenses
Currency translation on foreign
currency net investments (23,223) 95,610
--------------- ---------------
Total comprehensive loss attributable
to equity holders of the company (138,540) (2,224,860)
======= ========
Loss per share
Basic and diluted 8 (0.00) (0.00)
======= ========
CONSOLIDATED AND COMPANY STATEMENT OF FINANCIAL POSITION
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013
Group Company Group Company
restated
Notes EUR EUR EUR EUR
ASSETS
Non-current
assets
Investments 8 - 128 1 1
---------------- ------------------- ---------------- -------------------
Current assets
Trade and other
receivables 9 11,692 11,564 9,950 9,950
Cash and cash
equivalents 124,459 124,459 110,315 110,315
-------------------- -------------------- -------------------- --------------------
Total current
assets 136,151 136,023 120,265 120,265
-------------------- -------------------- -------------------- --------------------
TOTAL ASSETS 136,151 136,151 120,266 120,266
========== ========= ========== =========
EQUITY AND
LIABILITIES
Equity
attributable
to owners of
the
parent
Share capital 13 335,564 335,564 151,287 151,287
Share premium
reserve 2,505,416 2,505,416 2,334,144 2,334,144
Share-based
payments
reserve 181,570 181,570 - -
Retained loss (2,933,905) (2,933,905) (2,678,238) (2,678,238)
---------------- ---------------- ---------------- ----------------
TOTAL EQUITY 88,645 88,645 (192,807) (192,807)
---------------- ---------------- ---------------- ----------------
Non-current
liabilities
Loans 13 - - 252,945 252,945
Current
liabilities
Trade and other
payables 13 47,506 47,506 60,128 60,128
---------------- ---------------- ---------------- ----------------
TOTAL EQUITY
AND
LIABILITIES 136,151 136,151 120,266 120,266
======== ======== ========== ==========
STATEMENTS OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2014
Share
Share Based
Share Premium Payments Retained Total
Capital Account Reserve Loss Equity
EUR EUR EUR EUR EUR
CONSOLIDATED
(restated)
Balance at 1
January 2014 151,287 2,334,144 (2,678,238) (192,807)
Loss for the year - - - (138,540) (138,540)
Translation of year
end balances - - - (117,127) (117,127)
-------------- ----------------- -------------- ----------------- -----------------
Total comprehensive
loss for 2014 151,287 2,334,144 - (2,933,905) (448,474)
-------------- ----------------- -------------- ------------------ -----------------
Share capital
issued (net of
costs) 184,277 171,272 - - 355,549
Warrants issued
during the year - - 181,570 - 181,570
-------------- ------------------ -------------- ------------------ -----------------
Balance at 31
December 2014 335,564 2,505,416 181,570 (2,933,905) 88,645
======= ======== ======= ======== ========
COMPANY
Balance at 1
January 2014 151,287 2,334,144 - (2,678,238) (192,807)
Loss for the year - - - (138,540) (138,540)
Translation of year
end balances - - - (117,127) (117,127)
-------------- ----------------- ---------------- ------------------ -----------------
Total comprehensive
loss for 2014 151,287 2,334,144 - (2,933,905) (448,474)
-------------- ----------------- ---------------- ------------------ -----------------
Share capital
issued (net of
costs) 184,277 171,272 - - 355,549
Warrants issued
during the year - - 181,570 - 181,570
-------------- ----------------- --------------- ------------------ -----------------
Balance at 31
December 2014 335,564 2,505,416 181,570 (2,933,905) 88,645
======= ======== ======= ========= =======
CONSOLIDATED AND COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2014
2014 2013
Group Company Group Company
restated
EUR EUR EUR EUR
Operating activities
Loss before taxation (373,778) (373,778) (1,648,930) (2,491,028)
Adjustments for:
Finance income - - (8,042) -
Finance costs 14,785 8,323 8,974 2,904
Investment valuation
adjustments (252,944) (252,945) 1,619,030 2,501,990
Share-based payments 181,570 181,570 - -
Result of Discontinued
operations 265,031 265,031 (671,540) -
Depreciation - - 60,272 -
Income tax - - 640 -
---------------- ---------------- ---------------- ----------------
(Loss) / profit from
operations before changes
in working capital (165,336) (171,799) (639,596) 13,866
(Increase) / decrease
in receivables (1,743) (1,615) (176,025) 88,173
Decrease in payables (12,622) (12,622) (129,180) (658,057)
---------------- ---------------- ---------------- ----------------
Cash generated from
operations (179,701) (186,036) (944,801) (556,018)
Tax payable (6,570) (6,570) (640) -
---------------- ---------------- ---------------- ----------------
Cash flow from operating
activities (186,271) (192,606) (945,441) (556,018)
---------------- ---------------- ---------------- ----------------
Cash flow from investing
activities
Purchase of subsidiary
undertakings - (127) - (11,640)
Purchase of intangible - - (649,927) -
assets
Purchase of tangible - - (38,145) -
assets
Loans granted to subsidiary
undertakings - - - (509,067)
---------------- ---------------- ---------------- ----------------
Net cash flow from
investing activities - (127) (688,072) (520,707)
---------------- ---------------- ---------------- ----------------
Cash flow from financing
activities
Interest receivable - - 8,042 -
Interest payable (14,785) (8,323) (8,974) (2,904)
Loans received - - 252,945 252,945
Proceeds from issue
of share capital 489,502 489,502 - -
Share issue costs (133,953) (133,953) - -
---------------- ---------------- ---------------- ----------------
Net cash inflow from
financing activities 340,764 347,226 252,013 250,041
---------------- ---------------- ---------------- ----------------
Net cash inflow for
the year 154,493 154,493 (1,381,500) (826,684)
---------------- ---------------- ---------------- ----------------
Foreign exchange differences
on translation (140,349) (140,349) 95,610 54,748
Cash and cash equivalents
at start of year 110,315 110,315 1,396,205 882,251
---------------- ---------------- ---------------- ----------------
Cash and cash equivalents
at the end of the
year 124,459 124,459 110,315 110,315
========= ======== ========= ========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2014
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General information and authorisation of financial statements
Stallion Resources Plc is a public limited company incorporated
and domiciled in England and Wales under the Companies Act 2006.
The address of its registered office is 14 Golden Square, London,
W1F 9JG. The Company's ordinary shares are traded on the AIM Market
operated by the London Stock Exchange. The Group financial
statements of Stallion Resources Plc for the year ended 31 December
2014 were authorised for issue by the Board on 17 June 2015 and the
balance sheets signed on the Board's behalf by David Ajemian, Non
Executive Chairman. The nature of the Group's operations and its
principal activities are set out in the Strategic Report on pages 1
to 3.
(b) Statement of compliance with IFRS
The consolidated financial information has been prepared in
accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations issued by
the International Accounting Standards Board as adopted by the
European Union (IFRS) and with those parts of the Companies Act
2006 applicable to companies preparing their accounts under IFRS.
The consolidated financial information has been prepared under the
historical cost convention. The principal accounting policies
adopted by the Group and Company are set out below.
(c) Basis of consolidation
Subsidiaries are all entities over which the Group has the power
to govern the financial and operating policies generally
accompanying a shareholding of more than one half of the voting
rights. Subsidiaries are fully consolidated from the date of their
formation. Inter-company transactions and balances are eliminated
on consolidation. Investments in subsidiaries are accounted for at
fair value at the date of acquisition, and reviewed annually for
impairment. Inter-company transactions and balances are eliminated
on consolidation.
(d) Business combinations and goodwill
The assets and liabilities of a subsidiary are measured at their
fair values at the date of acquisition. Any excess of the cost of
acquisition over the fair values of the identifiable net assets
acquired is recognised as goodwill and capitalised as an intangible
asset. Goodwill will be reviewed for impairment annually and any
resulting charge made to the income statement.
1. BUSINESS AND GEOGRAPHICAL SEGMENTS
The Group's operations were located in Europe, including the
United Kingdom. As the UK-based operations consist of the holding
company operations only, no detailed analysis by geographical
segment is considered appropriate. The net assets by country at 31
December 2014 were UK EUR88,645 and Portugal EURnil (after
investment write-downs). All trading operations in 2014 were based
in Portugal.
2. LOSS FROM OPERATIONS 2014 2013
EUR EUR
Loss from operations has been
arrived at after charging:
Depreciation of property,
plant & equipment - 60,272
Net foreign exchange losses 23,223 44,255
Auditors' remuneration for
audit services (see below) 10,050 16,199
---------------- ----------------
Amounts payable to Company
Auditors and their associates
in
Respect of both audit and
non-audit services 10,050 16,199
---------------- ----------------
Comprising:
* audit services 10,050 10,750
* non-audit services - 2,449
======== =========
3. STAFF COSTS 2014 2013
No. No.
The average monthly number of employees
(including executive directors)
for the year for each of the Group's
principal divisions was as follows:
Management 3 3
Selling and distribution 1 2
Production 8 19
------------- ------------
12 24
======= ======
EUR EUR
The aggregate remuneration
comprised:
Wages and salaries 157,294 443,456
Social security and taxes 9,749 42,060
--------------- ---------------
167,043 485,516
======= =========
Directors' emoluments
The value of all elements of remuneration received by each
director during the year were as follows:
2014 2014 2014 2014 2013 2013 2013
Salary Fees Share Total Salary Fees Total
based
payments
EUR EUR EUR EUR EUR EUR EUR
David
Ajemian 9,471 - 11,126 20,597 - - -
Cameron
Pearce 9,471 - 35,157 44,628 - - -
Pedro
Matias
Maria 16,261 - - 16,261 35,291 - 35,291
Sónia
Magalh
es - 13,666 - 13,666 - 23,917 23,917
------------- -------------- -------------- -------------- ------------- -------------- --------------
Total 35,203 13,666 46,283 95,152 35,291 23,917 59208
--------------- ----------------- ----------------- --------------------- ---------------- ---------------- ----------------
The interests of the directors in the issued share capital of
the company as at 31 December 2014 were as follows:
2014 2013
No. No. of
of
No. of warrants No. of warrrants
shares Percentage held shares Percentage held
EUR % EUR EUR EUR EUR
David
Ajemian 58,628,054 6.3% 13,888,888 - - -
Cameron
Pearce 58,628,054 6.3% 43,888,888 - - -
--------------------- ----- ------------------- ------------------- ----------------- ---------------------
--------
The market price of the company's shares as at 31 December 2014
was 0.095p with a quoted range during the year of 1.075p to
0.095p.
The share option / warrants in which the Directors have an
interest is detailed in Note 11.
4. FINANCIAL EXPENSE 2014 2013
EUR EUR
Interest payable 8,323 2,904
======= =======
5. INCOME TAX EXPENSE 2014 2013
EUR EUR
Current tax (6,570) -
Deferred tax - -
-------------- --------------
(6,570) -
======= =======
Loss before taxation (373,778) (1,648,930)
Expected tax credit on loss before
tax at 21.25% (2013 - 23.25 %) 79,428 (383,376)
Current and deferred tax profit (6,570) -
and loss charge
-------------- --------------
Difference to be explained (see
below) 72,858 (383,376)
======= =======
Expenses not deductible for tax - -
purposes
Tax payable by foreign subsidiaries (6,570) -
Losses carried forward 72,858 383,376
-------------- --------------
- -
======= =======
6. DIVIDENDS
No dividend has been declared for the year (2013 - nil).
7. PROFIT / (LOSS) PER SHARE 2014 2013
EUR EUR
The calculation of the basic
and diluted earnings per share
is based on the following data:
Earnings
Earnings for the purposes of
basic earnings per share (net
loss)
for the year attributable to
equity holders of the parent) (138,540) (2,224,860)
Number of shares
Weighted average number of ordinary
shares for the purposes of basic
earnings per share 755,489,166 431,313,342
=========== ===========
The denominator for the purpose of calculating the basic
earnings per share has been adjusted to reflect all capital
raisings. Due to the losses incurred to date, there is no dilutive
effect resulting from the issue of share options and shares to be
issued.
8. INVESTMENTS IN SUBSIDIARIES Company
2014 2013
EUR EUR
Investments in subsidiaries
At 1 January 2014 1 10,589
Additions 128 11,640
Disposals (1) (22,228)
-------------- --------------
At 31 December 2014 128 1
-------------- --------------
The following are the Company's subsidiaries:
Place of Proportion Proportion
incorporation of of
(or registration) ownership voting Principal
and power
Name of operations interest held activity
subsidiary
Stallion
Greenland
Limited UK 100% 100% Dormant
Stallion Greenland Limited was incorporated on 27 June 2014 and
is currently dormant. The investment is equal to the issued share
capital, being 100 GBP1 Ordinary Shares. All of the former
subsidiaries were disposed of as part of the SPA as disclosed in
Note 17.
9. TRADE AND OTHER RECEIVABLES 2014 2013
Group Company Group Company
EUR EUR EUR EUR
Other receivables 11,692 11,564 9,950 9,950
======== ======== ======== ========
There are no significant credit risks arising from financial
assets that are neither past due nor impaired. The directors
consider that the carrying amount of trade and other receivables
approximates to their fair value.
10. TRADE AND OTHER PAYABLES 2014 2013
Group Company Group Company
EUR EUR EUR EUR
Trade payables 32,963 32,963 38,585 38,585
Taxes and social
security 480 480 - -
Other payables 14,063 14,063 21,543 21,543
----------------- ----------------- ----------------- -----------------
47,506 47,506 60,128 60,128
======== ======== ======== ========
Due within one year 47,506 47,506 60,128 60,128
======== ======== ======== ========
Due after more than
one year - - 252,945 252,945
======== ======== ========== =========
Trade creditors principally comprise amounts outstanding for
trade purchases and ongoing costs.
Amounts due after more than one year comprised an unsecured loan
that was settled as part of the SPA as disclosed in Note 17.
The Directors consider that the carrying amount of trade and
other payables approximates their fair value.
11. SHARE CAPITAL Number Nominal
of value
shares
EUR
Issued and fully paid - as at
31 December 2014
Ordinary shares of 0.03 pence
each 931,313,342 335,564
=========== =======
Issued and fully paid - as at
31 December 2013
Ordinary shares of 0.03 pence
each 431,313,342 151,287
=========== =======
500,000,000 new ordinary shares of 0.03 pence each were issued
on 9 May 2014 at a price of 0.06 pence each.
The Directors of the Company continue to be limited as to the
number of shares they can allot at any time and remain subject to
the allotment authority granted by the shareholders pursuant to
section 551 of the Companies Act 2006.
The Company has one class of ordinary shares which carry no
right to fixed income.
On admission to AIM, the Company granted 46,800,800 warrants
exercisable at the subscription price of 1p to the former
Directors. A further 12,600,000 warrants were granted to several
non-connected parties. The rights of all existing warrant-holders
were abrogated on 30 July 2014 and the warrants cancelled.
In October 2012, 6,000,000 warrants were issued to former
employees of the Company's subsidiaries. These options have now
lapsed.
On 30 July 2014, the Company issued 266,666,662 new warrants, of
which 13,888,888 were issued to David Ajemian and 43,888,888 to
Cameron Pearce. These warrants may be exercised up to 31 January
2016 at a subscription price of 0.06p each.
At 31 December 2014, the following options and warrants were in
issue:
Exercise Price Expiry date Options
in issue
31 January
Warrants 0.06p 2016 266,666,662
----------------------
266,666,662
==========
12. RELATED PARTY TRANSACTIONS
Trading transactions
During the year, Group companies entered into the following
transactions with related parties who are not members of the
Group:
Name of related party Sales/(purchased) Owed (to)/from
during the at year
year end
GBP GBP
Carlos Amaro & Associados (6,200) -
(C Amaro was a director)
========== ==========
13. DISPOSAL OF SUBSIDIARIES
On 9 April 2014, the Company agreed to dispose of its current
business (including its trading subsidiaries) to Golden Rays
Ventures for a consideration of GBP1 plus an additional payment of
GBP636,000 subject to certain trigger events. Golden Rays Ventures
also assumed responsibility for a shareholder loan of
GBP215,499.
All balances relating to the former subsidiaries were
written-down in full as at 31 December 2013. Movements on the
Statement of Comprehensive Income relating to the former
investments are the result of post 31 December 2013 transactions
and foreign exchange movements.
The post-tax gain on disposal of discontinued operations was
determined as follows:
2014
EUR
Cash consideration received 1
Cash disposed of -
--------------
Net cash inflow on disposal of
discontinued operations 1
=======
Net assets disposed of (other
than cash)
Trade and other receivables (25,710)
Trade and other payables 551,984
--------------
526,274
Related tax expense -
--------------
Gain on disposal of discontinued
operations 526,274
=======
Result of discontinued operations:
Revenues -
Expenses (other than finance costs) (254,781)
Finance costs (6,462)
Tax (expense)/credit -
Gain from selling discontinued
operations after tax 526,274
--------------
Profit for the year 265,031
=======
Earnings per share from discontinued
operations:
Basic and diluted earnings per
share (0,00)
=======
Statement of cash flows The statement
of cash flows includes the following
amounts relating to discontinued
operations:
2014 2013
EUR EUR
Operating activities 6,462 (389,423)
Investing activities - (167,365)
Financing activities (6,462) 1,972
-------------- --------------
Net cash from discontinued operations - (554,816)
======= =======
14. AVAILIABILITY OF ANNUAL ACCOUNTS
Copies of the report and accounts will be posted to shareholders
shortly and will be available for the Company's registered office
at 14 Golden Square, London W1F 9JG and from the Company's website
www.stallionresources.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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