TIDMVOR
RNS Number : 4124M
Vordere PLC
28 July 2017
COMPANY REGISTRATION NUMBER 07892904
VORDERE PLC
(FORMERLY ACORN GROWTH PLC)
ANNUAL REPORT
YEARED 31(ST) MARCH 2017
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Contents
PAGE
Company Information 3
Chairman's Report 4
Strategic Report 5 - 6
Directors' Report 7 - 10
Directors' Remuneration Report 11 - 16
Report of the Independent Auditor 17
Statement of Profit or Loss and Other Comprehensive Income 18
Statement of Financial Position 19
Statement of Changes in Equity 20
Statement of Cash Flows 21
Notes to the Financial Statements 22 - 29
Company Information
Directors N Hofgren
G Johnson
N B Fitzpatrick
Secretary Jordan Company Secretaries Limited
Company Number 07892904
Registered Office 3(rd) Floor
11-12 St James's Square
London
SW1Y 4LB
Accountants Bailey Wilson
Chartered Accountants
10B Russell Court
Woolgate
Cottingley Business Park
Bingley
BD16 1PE
Auditors Grant Thornton UK LLP
2(nd) Floor
St Johns House
Haslett Avenue West
Crawley
RH10 1HS
Bankers HSBC PLC
133 Regent Street
London
W1B 4HX
Solicitors Howard Kennedy
No 1 London Bridge
London
SE1 9BG
Chairman's Report
It is with pleasure that I present the annual report to
shareholders for the year ending 31st March 2017.
In the year under review your Board has continued to identify
investment opportunities across a wide range of industries. Our
focus has been to find opportunities that come with strong
management and are capable of attracting the required development
capital in the London capital markets.
We have reviewed several very promising resource projects
however with resources not being in favour in the capital markets
it has been difficult to attract the required capital.
In June 2016 we were approached by an investor with favourable
access to capital and a pipeline of projects in the real estate
sector. After careful negotiations on both sides we invited this
investor to proceed with exclusive due diligence. Due diligence on
both sides proved fruitful and resulted in an investment in our
Company through a share offering. The issue of the shares
constituted the completion of the subscription as described in the
Company's announcement of 3 August 2016 and the Company's
prospectus dated 28 September 2016, raising gross proceeds of
GBP2,477,666, representing 53.62% of the issued share capital as
enlarged by the Subscription Shares.
Whilst we are keen to find transactions we remain disciplined to
proceed only if we are convinced it will be in the best interests
of shareholders. To this end we published an announcement on 28
March 2017 to notify you of possible acquisitions and further share
subscriptions. We were pleased to issue a circular of General
Meeting on 29 March 2017 to ratify consideration shares, disapply
preemption rights, cancel share premium and change the name of the
Company. We are pleased to confirm that these items were approved
in a General Meeting held at 10.00am on 24 April 2017.
Obviously reviewing projects requires some expenditure but we
continue to judiciously manage the Company's funds and at the end
of the year under review we still have approximately GBP3m cash, no
debt and continue to keep administration costs to a minimum so that
maximum funds can be dedicated to the review of and potentially
investments in suitable projects.
On 28 March 2017, we entered into letters of intent to acquire,
subject to contract, several properties in Germany in accordance
with its published investment strategy. The vendors of those
properties are: Dolphin Capital 112 Projekt GmbH & Co. KG;
Dolphin Capital 192 Projekt GmbH & Co. KG; Dolphin Capital 126
Projekt GmbH & Co. KG; and Dolphin Capital 214 Projekt GmbH
& Co. KG.
The properties were bought by the four newly formed, wholly
owned limited partnerships in Germany, each of which is ultimately
wholly owned by the Company, being the Acquisition Vehicles. Each
Acquisition Vehicle contracted to acquire a property in Germany
(conditional, inter alia, in each case on admission of the
Consideration Shares), following which, the relevant Property will
be the sole asset of the relevant Acquisition Vehicle.
We agreed with the vendors that the consideration payable for
the Properties under each conditional purchase agreement would be
satisfied by the issue of new ordinary shares in the Company at a
price of 17p per share. Completion of the Acquisition was
conditional upon, inter alia, the admission of the Consideration
Shares.
In June 2017, we completed three of the four planned
Acquisitions, together with the re-listing of the Company's shares
pursuant to Listing Rule 5.6.21 and their re-admission to trading.
Furthermore, in July 2017 we completed the purchase of the final of
the four acquisitions.
This has all required considerable work by your Board and on
your behalf, I thank my fellow Directors Graeme Johnson and Brent
Fitzpatrick for their effort and commitment to this cause and I
also thank you for your continuing support and look forward to
updating you soon on further progress.
Nicholas W. Hofgren
Executive Chairman
Strategic Report
Business review
The Company has no operating history, and no revenues or results
of operations. During the year under review the Company
successfully identified an investor who has access to capital and a
pipeline of projects within the real estate sector.
As the Company has successfully completed its first project the
business strategy and business model can now be implemented. The
Company's objective is to generate an attractive rate of return for
shareholders predominantly through capital appreciation, by taking
advantage of opportunities to invest in operating the businesses or
assets it acquires.
Having been originally established as a special purpose
acquisition Company, with the expectation of making an acquisition
in the energy, infrastructure, real estate, mining and minerals
sectors, the Company now intends to establish itself over the
medium term as a property investment and development Company
primarily focused on the German residential market. Accordingly,
the Company established the Acquisition Vehicles to acquire four
properties in Germany (the Properties) conditional in each case
upon Admission of the Consideration Shares (the Acquisition). The
Properties together have a current market value of EUR19,190,000.
They were purchased in exchange for Ordinary Shares, issued at a
price of 17 pence per Ordinary Share. The Board will continue to
explore further opportunities Company to acquire properties,
whether for cash or in exchange for Ordinary Shares. In the short
to medium term, the Company will focus on properties (including
greenfield or brownfield sites) that are suitable for residential
development in Germany.
The Company's focus for the next 12 months will be to obtain
and/or improve planning permission on the Properties and identify
potential acquisitions in accordance with its strategy.
Once the relevant planning consents are obtained, it is the
current intention of the Board to (i) sell the Properties; or (ii)
sell the Properties upon conducting a detailed independent
analysis; or (iii) partially develop the Properties by undertaking
limited building works prior to any sale; or (iv) fully develop the
Properties and sell the units; provided always that the Company may
dispose of any of the Properties at any time (with or without
planning consents), should an appropriate opportunity arise where,
in the opinion of the Board, such disposal would enhance the value
of the Company or the Company decides not to proceed with the
development of the Property or Properties.
It is not the current intention of the Board to rent out the
Properties.
Key Performance Indicators
During the year under review the Company has continued to
identify and assess suitable opportunities and projects and
successfully identified its first project in the real estate
sector, which has been completed after the balance sheet date.
Prior to the year end the Company announced that it had entered
into letters of intent to acquire, subject to contract, several
properties in Germany in accordance with its published investment
strategy. The vendors of those properties are: Dolphin Capital 112
Projekt GmbH & Co. KG; Dolphin Capital 192 Projekt GmbH &
Co. KG; Dolphin Capital 126 Projekt GmbH & Co. KG; and Dolphin
Capital 214 Projekt GmbH & Co. KG. The Company agreed with the
vendors that the consideration payable for the Properties under
each conditional purchase agreement would be satisfied by the issue
of new ordinary shares in the Company at a price of 17p per
share.
After the balance sheet date the Company completed all of the
Acquisitions, and achieved the re-listing of the Company's shares
pursuant to Listing Rule 5.6.21 and their re-admission to
trading.
On 3 October 2016, the Company issued warrants over the share
capital of the Company, allowing the warrant holder to acquire up
to 5% of the share capital of the Group (after taking into account
shares issued as a result of exercising the warrants). The warrants
are exercisable for a period of 5 years from the date of grant for
an exercise price of 15p. Further detail is included in note 12 to
the financial statements.
This review does not contain information regarding the impact of
the business on the environment, or the social and community issues
surrounding the Company.
Strategic Report
At the period end we have GBP3.089m cash (2016: GBP1.162m), no
debt and continue to keep administration costs to a minimum so that
maximum funds can be dedicated to the implementation of, review of,
and potentially investment in, suitable projects.
The Company loss for the year is GBP659,947 (2016: loss of
GBP67,576). The administrative expenses have increased this year as
expected due to the Company being successful in identifying its
first project.
The Company has no employees and has a Board of 1 male executive
and 2 male non-executive Directors.
The Company is committed to completing projects in prompt
manner.
Principal risks and uncertainties
The preservation of its cash balances remains a principal risk
for the Company, the Company is committed to maintaining its
minimal operational costs to ensure maximum funds are available to
invest in its projects.
Since completing its first project within the real estate sector
within Germany further key risks have been identified being the
risks surrounding the housing market conditions and the
macroeconomic climate which may deteriorate. Should the current
relative stability in the German housing market and/or the
macroeconomic climate deteriorate, the Company could experience
lower sales volumes than anticipated and/or decreases in sales
prices which could have a material adverse impact on the Company's
business, financial condition, results of operations and prospects,
and could result in a decline in the value of the Company's
portfolio. Economic factors which could adversely impact the
Company's business include the availability of credit, increases in
inflation, exchange rate fluctuations, interest rate fluctuations
and uncertainty around Brexit.
Further information about the Company's financial risks are
detailed in note 5.
Approved by the Board of Directors and signed on behalf of the
Board on 27 July 2017.
Mr G Johnson
Directors' Report
As at 31(st) March 2017
The Directors have pleasure in presenting their report and the
financial statements for the year ended 31(st) March 2017.
Business review
This review does not contain information regarding the impact of
the business on the environment, the Company's employees or the
social and community issues surrounding the Company.
The Company has letters of appointment in place with each of the
Directors.
The Corporate Advisor Mandate dated 16 August 2012 between the
Company, the Directors and Delta Capital Pty Ltd, pursuant to which
each of Delta Capital Pty Ltd, was terminated in September
2016.
The Company and the Registrar have entered into the Registrar
Agreement dated 13 February 2012, pursuant to which the Registrar
has agreed to act as registrar to the Company and to provide
transfer agency services and certain other administrative services
to the Company in relation to its business and affairs.
A review of the Company's activities and future developments are
set out within the Chairman's Report.
Directors & their interests
The Directors who served during the year, and their interests,
are as stated below:
At 1 April At 31 March
2016 2017
No of ordinary No of ordinary
shares shares
A Brennan (resigned
15 November 2016) 1,600,000 100,000
N B Fitzpatrick - -
C E Goodfellow (resigned - -
15 November 2016)
N Hofgren (appointed - -
15 November 2016)
G Johnson (appointed - -
15 November 2016)
Since the year end there have been no changes to the shares held
by the Directors.
Substantial shareholdings
At the date of this report, the Directors were aware of the
following shareholding in excess of 3% in the Company's issued
share capital:
Number of Percentage of issued
ordinary Shares ordinary share
capital
Dolphin Capital 214 Projekt GmbH & Co KG 51,531,247
31.41%
State Street Nominees Limited 26,470,588 16.13%
Dolphin Capital 112 Projekt GmbH & Co KG 21,407,056
13.05%
Huntress (CI) Nominees Limited 20,239,524 12.34%
Dolphin Capital 192 Projekt GmbH & Co KG 15,365,162
9.36%
Dolphin Capital 126 Projekt GmbH & Co KG 11,615,021
7.08%
Directors
The Board currently comprises three Directors, all of whom have
extensive experience in investment, corporate finance and project
assessment regionally and internationally and are well-placed to
implement the Company's business objective and strategy. Any
further appointments to the Board would be made after due
consideration to the Company's requirements and to the availability
of candidates with the requisite skills and where applicable, depth
of sector experience.
Directors' Report (continued)
Nicholas Hofgren
Nicholas Hofgren is a British and US citizen. He has experience
in securities, real estate and private equity. He started his
career by joining the launch of an investment bank in Miami and
Lima. There he restructured eleven companies over five years in the
FMCG, transportation, communications and manufacturing sectors.
Later he was hired by Bank of America to develop a new business,
which was sold to JP Morgan Chase, heading EMEA and building a
platform for raising private equity and real estate funds. He was
hired as Managing Director in 2004 at Brunswick UBS, during which
time he formed businesses for the shareholders including freight
stock leasing, property development and eventually selling of the
oldest Russian hedge fund. He was hired as CIO of Immo Industry
Group in 2007 where he led the formation of private funds and the
building of new logistics facilities for
leading companies across Europe. He was a partner of Tangent
Ventures from 2008-2013, advising on restructuring a portfolio of
nine companies including the world leader in electrical submergible
pumps for oil extraction.
Mr. Hofgren has been a Board member since 2010 of Prince Street
Group funds, a leading frontier markets hedge fund manager with $2b
AUM. Since 2011 he has been a member of the development committee
of the Prince's Teaching Institute, a charity organized by the
Prince of Wales. He is a founder in Westly House, which secured the
sale of a significant European wind farm and also launched the
first Russian mezzanine fund. Mr. Hofgren is the founder and a
Board member of GFG Limited and GFG Fund PCC Limited. Mr. Hofgren
has successfully led several MiFID main Board securitizations at
GFG. He is a Board director of TLG Capital, a leading African
private equity fund in the SME sectors.
Graeme Johnson
Mr. Johnson is an investor and Company builder and has
previously been CEO of a Canadian Company developing oil and gas
properties in Kazakhstan. He has 25 years' experience in the
investment and natural resource industries including as a member of
senior management in a leading agribusiness and as a key consultant
to several successful mining development companies. Mr. Johnson was
also previously Head of Private Equity for the Deutsche Bank Group
in Europe, Middle East and Africa; as well as having served as a
member of the Management Committee for the private investment
office of the Princely Family of Liechtenstein. He is also a
Director of the annual invitation-only Quebec City Conference,
bringing together family offices and sovereign wealth and pension
funds. Mr. Johnson has a BA from Western University in Canada and
an MBA from Harvard Business School. His extensive international
experience and knowledge of Russian (he is married to a Russian)
help him to operate effectively in Armenia and beyond.
Nigel Brent Fitzpatrick MBE, Non-executive Director
Mr Fitzpatrick has over 20 years' experience as a corporate
finance consultant. In the last 15 years he has been instrumental
in advising a number of companies on their acquisitions, funding
and subsequent flotations. Mr Fitzpatrick was Chairman of Global
Marine Energy PLC, a listed oil services Company. He is currently
Chairman of RiskAlliance Group Ltd and Aboyne-Clyde Rubber Estates
of Ceylon Limited. He is a member of the Audit Committee Institute.
In the Queen's Birthday Honours List 2012, Mr Fitzpatrick was
awarded an MBE for services to education.
Strategic decisions
The Board will provide leadership within a framework of
appropriate and effective controls. The Board will set up, operate
and monitor the corporate governance values of the Company, and
will have overall responsibility for setting the Company's
strategic aims, defining the business objective, managing the
financial and operational resources of the Company and reviewing
the performance of the officers and management of the Company's
business both prior to and following an acquisition.
Financial risk management
The Company has a simple capital structure and its principal
financial asset is cash. The Company has no material exposure to
market risk or currency risk, and the Directors manage its exposure
to liquidity risk by maintaining adequate cash reserves.
Further details regarding risks are detailed in note 5 to the
financial statements.
Political contributions
During the period the Company made no political donations (2016:
GBPnil).
Directors' Report (continued)
Corporate governance
As a Company listed on the Standard Segment of the Official List
of the UK Listing Authority, the Company is not required to comply
with the provisions of the Corporate Governance Code. We do not
comply with the Corporate Governance Code.
The Directors are responsible for internal control in the
Company and for reviewing effectiveness. Due to the size of the
Company, all key decisions are made by the Board in full. The
Directors have reviewed the effectiveness of the Company's systems
during the period under review and consider that there have been no
material losses, contingencies, or uncertainties due to weaknesses
in the controls. The Board did not consider an internal audit
function was necessary during the year due to the Company being a
'cash shell'.
As the Company becomes operational post the recent property
acquisitions, the Company intends to have regard to the provisions
of the Corporate Governance Code insofar as is appropriate. It will
report on its progress in its next annual report.
The Company has, after the year end, put in place relevant
indemnity insurance for the qualifying Directors.
Share Capital and voting rights
The Company's authorised, allotted and called up share capital
at the year end is GBP616,116 divided into 30,805,783 ordinary
shares of 2p each. Each ordinary share has full voting rights.
Going concern
The Company's activities, together with the factors likely to
affect its future development and performance, the financial
position of the Company, its cash flows and liquidity position have
been considered by the Directors, taking account of the current
market conditions which demonstrate that the Company shall continue
to operate within its own resources.
The Directors believe that the Company is well placed to manage
its business risks successfully, and that the Company has adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, they consider it appropriate to adopt the
going concern basis in preparing these condensed financial
statements.
Carbon emissions
The Company is currently not trading with no head office or
employees' other than its Directors, and therefore has minimal
carbon emissions. It is not practical to obtain emissions data.
Post balance sheet events
Share issue and property purchase
On 28 March 2017 the Company announced that it had entered into
letters of intent to acquire, subject to contract, several
properties in Germany in accordance with its published investment
strategy. The vendors of those properties are: Dolphin Capital 112
Projekt GmbH & Co. KG; Dolphin Capital 192 Projekt GmbH &
Co. KG; Dolphin Capital 126 Projekt GmbH & Co. KG; and Dolphin
Capital 214 Projekt GmbH & Co. KG. The Company agreed with the
vendors that the consideration payable for the Properties under
each conditional purchase agreement would be satisfied by the issue
of new ordinary shares in the Company at a price of 17p per
share.
In June 2017 the Company completed three of the four
Acquisitions, and achieved the re-listing of the Company's shares
pursuant to Listing Rule 5.6.21 and their re-admission to trading.
The consideration was for a total of 51,411,441 ordinary shares of
nominal value 2p in the capital of the Company and have been
allotted at a price of 17p per share. Furthermore in July 2017 the
Company is pleased to announce it has completed the fourth and
final acquisition. The consideration is for a total of 54,751,950
ordinary shares of nominal value GBP0.02 in the capital of the
Company and have been allotted at a price of 17p per share.
On 7 July 2017, the Company allotted 29,205,882 ordinary shares
of nominal value of 2p in the capital of the Company at a price of
17p per share. A further 1,651,778 ordinary shares of nominal value
2p in the capital of the Company have been allotted at a price of
15p per share pursuant to the agreement entered into by the Company
and GFG Limited ('GFG') on 30 September 2016 as detailed on the
prospectus dated 28 September 2016. Under the advisory agreement,
GFG is entitled to fees for the Company's completion of the
subscription as described in the Company's announcement of 3
October 2016, raising gross proceeds of GBP2,477,666.70. Under the
advisory agreement, GFG is entitled to fees at closing of an
acquisition calculated at 10% of the aggregate consideration. The
compensation may be satisfied by the issue and allotment to GFG of
fully paid ordinary shares of the Company.
Directors' report (continued)
Post balance sheet events (continued)
On 26 July 2017 the Company obtained a High Court order for the
share premium account to be cancelled.
Directors' Responsibilities Statement
The Directors are responsible for preparing the Annual Report,
the Remuneration Report and the financial statements in accordance
with applicable law and regulations. Company law requires the
Directors to prepare financial statements for each financial
year.
The Company has elected to prepare the financial statements in
accordance with International Financial Reporting Standards "IFRS"
as adopted by the EU and applicable law.
Under Company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of their profit or
loss for that period.
In preparing the Company financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgments and estimates that are reasonable and prudent;
-- state whether applicable International Financial Reporting
Standards have been followed, subject to any material departures
disclosed and explained in the financial statements;
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that
its financial statements and the Remuneration Report comply with
the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors confirm that:
-- so far as each director is aware, there is no relevant audit
information of which the Company's auditor is unaware; and
-- the Directors have taken all the steps that they ought to
have taken as Directors in order to make themselves aware of any
relevant audit information and to establish that the auditors are
aware of that information.
To the best of our knowledge:
-- the financial statements, prepared in accordance with IFRS as
adopted by the European Union, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company; and
-- the annual report, including the strategic report, includes a
fair review of the development and performance of the business and
the position of the Company, together with a description of the
principal risks and uncertainties that they face.
This confirmation is given and should be interpreted in
accordance with the provisions of section 418 of the Companies Act
2006.
Auditors
A resolution to re-appoint Grant Thornton as auditors to the
Company will be put to the members at the annual general
meeting.
This report was approved by the Board on 27 July 2017 and signed
on its behalf by
Mr N Hofgren
Director
Directors' Remuneration Report
As at 31(st) March 2017
This remuneration report sets out the Company's policy on the
remuneration of executive and non-executive Directors together with
details of Directors' remuneration packages and service contracts
for the financial year ended 31(st) March 2017.
The first part, is the Annual Remuneration Report which details
remuneration awarded to Directors and non-executive Directors
during the year. The Annual Remuneration Report will be proposed as
an ordinary resolution to shareholders at the Annual General
Meeting in September 2017.
The second part, is the Remuneration Policy Report which details
the remuneration policy for Directors. This policy was approved by
a binding vote by shareholders at the Annual General Meeting in
September 2014, and will apply for a 3-year period commencing 10
September 2014. The policy is very much in line with the previous
policy although the level of disclosure has increased in accordance
with the new regulations.
During the year the Company did not have a separate remuneration
committee. The Board as a whole will instead review the scale and
structure of the Directors' fees, taking into account the interests
of shareholders and the performance of the Company and Directors.
Following the completion of the acquisition, post year end the
Board intends to put in place a remuneration committee.
The Company maintains contact with its shareholders about
remuneration in the same way as for other matters and, as required
by section 439 of the Companies Act 2006, this remuneration report
will be put to an advisory vote of the Company's shareholders at
the Annual General Meeting on 16 August 2016.
Annual remuneration report
Directors' emoluments (audited)
Directors Salaries Bonuses Benefits Pension Notional value Total to 31 March
and Of vesting 2017
Fees Share options
GBP
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Brennan 7,980 - - - - 7,980
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Goodfellow 5,100 - - - - 5,100
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Fitzpatrick 6,000 - - - - 6,000
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Hofgren 6,668 - - - - 6,668
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Johnson 6,668 - - - - 6,668
---------------- --------- -------- --------- -------- --------------- ------------------
Directors Salaries Bonuses Benefits Pension Notional value Total to 31 March
and Of vesting 2016
Fees Share options
GBP
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Brennan 15,000 - - - - 15,000
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Goodfellow 6,400 - - - - 6,400
---------------- --------- -------- --------- -------- --------------- ------------------
Mr Fitzpatrick 6,000 - - - - 6,000
---------------- --------- -------- --------- -------- --------------- ------------------
Directors' Remuneration Report (continued)
Mr A Brennan was appointed as Director of the Company on its
incorporation on 28 December 2011 and his services are provided to
the Company pursuant to an executive letter of appointment between
Delta Capital Pty Ltd and the Company with effect from 28 December
2011, under which GBP15,000 per annum is paid for Mr Brennan's
services, payment became due on the date of admission and ceased
prior to the date of his resignation, 15 November 2016.
Mr C Goodfellow was appointed as director of the Company on 25
January 2012 and entered into a non-executive letter of appointment
with the Company with effect from 25 January 2012, under which he
is entitled to receive a fee of GBP6,000 plus VAT per annum from
that date, payment became due on the date of admission and ceased
prior to the date of his resignation, 15 November 2016.
Mr B Fitzpatrick was appointed as director of the Company on 21
March 2012 and his services are provided to the Company pursuant to
a non-executive letter of appointment between Ocean Park
Developments Limited and the Company with effect from 21 March
2012, under which GBP6,000 per annum is paid for Mr Fitzpatrick's
services, payment became due on the date of admission.
Mr N Hofgren was appointed as director of the Company on 15
November 2016 and his services are provided to the Company pursuant
to an executive letter of appointment with the Company with effect
from 15 November 2016, under which GBP20,000 per annum is paid for
Mr Hofgren's services, payment became due on the date of
appointment. After the balance sheet date the executive letter of
appointment was revised and under which GBP36,000 per annum will be
paid for Mr Hofgren's services.
Mr G Johnson was appointed as director of the Company on 15
November 2016 and his services are provided to the Company pursuant
to a non-executive letter of appointment with the Company with
effect from 15 November 2016, under which GBP20,000 per annum is
paid for Mr Johnson's services, payment became due on the date of
appointment.
Share options
No share options are in issue.
Payments to past Directors
No payments were made to past Directors in year ended 31 March
2017.
Payments for loss of office
No payments for loss of office were made in the year ended 31
March 2017.
Directors & their interests
The Directors who served during the year, and their interests,
are as stated below:
At 1 April 2016 At 31 March 2017
No of ordinary No of ordinary
Shares Shares
A Brennan (resigned 15 November 2016) 1,600,000 100,000
N B Fitzpatrick - -
C E Goodfellow (resigned 15 November 2016) - -
N Hofgren (appointed 15 November 2016) - -
G Johnson (appointed 15 November 2016) - -
During 2016 1,000,000 shares held by Mr Brennan were transferred
into Brennan Super (WA) Pty Limited as trustee for the Brennan
Superannuation Fund (which initially held 100,000 shares) in which
Mr Brennan is a director. A further 500,000 shares were purchased
by the Brennan Superannuation fund, which were held by WH Ireland
nominees. Both interests have therefore been reflected above at 1
April 2016.
Since the year end there have been no changes to the shares held
by the Directors.
Directors' Remuneration Report (continued)
Unaudited information
Performance graph
The following table includes a performance graph comparing, over
the last three financial years, the total shareholder return of an
ordinary share in Vordere Plc against the total shareholder return
of the FTSE All-share index.
Remuneration of the Executive Chairman over the last two
years
Year Executive Chairman Executive Chairman Annual bonus payout Long-term incentive
Single total figure of against maximum vesting rates against
remuneration opportunity maximum opportunity
GBP % %
----- ------------------- ------------------------ -------------------- -----------------------
2017 Nicholas Hofgren 6,668 - -
----- ------------------- ------------------------ -------------------- -----------------------
2017 Anthony Brennan 7,980 - -
----- ------------------- ------------------------ -------------------- -----------------------
2016 Anthony Brennan 15,000 - -
----- ------------------- ------------------------ -------------------- -----------------------
The Company does not have a Chief Executive so the table
includes the equivalent information for the Executive Chairman, Mr
N Hofgren.
Mr Brennan resigned on 15 November 2016 and Mr Hofgren was
appointed on 15 November 2016.
Percentage change in remuneration of director undertaking role
of Executive Chairman
Executive Chairman Other Directors
2017 2016 % change 2017 2016 % change
Base salary 14,648 15,000 -2.35 32,416 12,400 161
Benefits - - - - - -
Annual bonuses - - - - - -
The Company does not have a Chief Executive so the table
includes the equivalent information for the Executive Chairman. The
comparator group chosen is all of the Directors as the Company does
not currently have any employees.
Directors' Remuneration Report (continued)
Relative importance of spend on pay
The total expenditure of the Company on remuneration to all
employees is shown below:
2017 2016
GBP GBP
Employee remuneration - -
Distribution to shareholders - -
Statement of Implementation of Remuneration Policy in the
following year
The policy was approved at the Annual General Meeting in
September 2014 and took effect from 10 September 2014.
Consideration by the Directors of matters relating to Directors'
remuneration
The Board considered the Directors' remuneration in the year
ended 31 March 2017. No increases were awarded and no external
advice was taken in reaching this decision.
Shareholder voting
At the Annual General Meeting on 10 September 2014, there was an
advisory vote on the resolution to approve the Remuneration Report
the result of which is detailed below:
% of votes for % of votes against % of vote withheld
100 - -
Remuneration Policy
The remuneration policy below is the Company's policy on
Directors' remuneration, which was approved by a binding vote at
the 2014 Annual General Meeting. The policy took effect from 10
September 2014.
In setting the policy, the Board has taken the following into
account:
-- The need to attract, retain and motivate individuals of a
calibre who will ensure successful leadership and management of the
Company
-- The Company's general aim of seeking to reward all employees
fairly according to the nature of their role and their
performance
-- Remuneration packages offered by similar companies within the same sector
-- The need to align the interests of shareholders as a whole
with the long-term growth of the Company
-- The need to be flexible and adjust with operational changes
throughout the term of this policy
Directors' Remuneration Report (continued)
Future Policy Table
Element Purpose Policy Operation Opportunity
and performance
conditions
-------------- ---------- ------------------------------ ---------------- -----------------
Executive
Directors
-------------- ---------- ------------------------------ ---------------- -----------------
Base salary To award The remuneration Paid The total
for of Directors is monthly value
services based on the recommendations and will of Directors'
provided of the Chairman be reviewable fees that
and comparison in 3 may be
with other companies years paid is
of a similar size from limited
and sector. Any date by the
Director who serves of admission. Company's
on any committee, Articles
or who devotes of Association
special attention to GBP100,000
to the business per annum.
of the Company,
or who otherwise
performs services
which in the opinion
of the Directors
are outside the
scope of the ordinary
duties of a Director,
may be paid such
extra remuneration
as the Directors
may determine.
-------------- ---------- ------------------------------ ---------------- -----------------
Pension N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Benefits N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Annual N/A There is no element N/A N/A
Bonus of remuneration
for performance.
-------------- ---------- ------------------------------ ---------------- -----------------
Share Options N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Non-executive
Directors
-------------- ---------- ------------------------------ ---------------- -----------------
Base salary To award The Board as a Paid The total
for whole determines monthly value
services the remuneration and reviewable of Directors'
provided of non-executive in 3 fees that
Directors based years may be
on the recommendations from paid is
of the Chairman date limited
and comparison of admission. by the
with other companies Company's
of a similar size Articles
and sector. There of Association
is no element to GBP100,000
of remuneration per annum.
for performance.
Any Director who
serves on any
committee, or
who devotes special
attention to the
business of the
Company, or who
otherwise performs
services which
in the opinion
of the Directors
are outside the
scope of the ordinary
duties of a Director,
may be paid such
extra remuneration
as the Directors
may determine.
-------------- ---------- ------------------------------ ---------------- -----------------
Pension N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Benefits N/A There is no element N/A N/A
of remuneration
for performance.
-------------- ---------- ------------------------------ ---------------- -----------------
Share Options N/A Not awarded N/A N/A
-------------- ---------- ------------------------------ ---------------- -----------------
Directors' Remuneration Report (continued)
Notes to the Future Policy Table
The Directors shall also be paid by the Company all travelling,
hotel and other expenses as they may incur in attending meetings of
the Directors or general meetings or otherwise in connection with
the discharge of their duties.
Remuneration Scenario for Executive Directors
Nicholas Hofgren
An indication of the possible level of remuneration that would
be received by Anthony Brennan the Company's only Executive
Director in the year commencing 1 April 2016 in accordance with the
Directors' remuneration policy is shown below.
Notes
Subject to the base salary cap of GBP100,000
there is no additional performance related
remuneration, Mr Brennan will receive his fixed
salary.
Approach to recruitment remuneration
All appointments to the Board are made on merit. The components
of a new director's remuneration package (who is recruited within
the life of the approved remuneration policy) would comprise base
salary as outlined above and approach to such appointments are
detailed with in the future policy table above. The Company will
pay such levels of remuneration to new directors that would enable
the Company to attract appropriately skilled and experienced
individuals that is not in the opinion of the remuneration
committee excessive.
Service Contracts
The executive director and the non-executive Directors are
contracted under letters of appointment with the Company and do not
have a contract of employment with the Company. None of the
Directors are entitled to receive compensation for loss of office,
they are all appointed on rolling three year contracts which are
subject to termination of one month's notice on either side and are
subject to annual re-election in accordance with the Company's
articles of association. The letters of appointment are kept at the
Company's registered office.
Policy on payment for loss of office
There are no contractual provisions agreed prior to 27 June 2012
that could impact on a termination payment. Termination payments
will be calculated in accordance with the existing letter of
appointment. It is the policy of the Company to appoint Directors
without extended terms of notice which could give rise to
extraordinary termination payments.
Consideration of employment conditions elsewhere in the
Company
In setting this policy for Directors' remuneration the Board has
been mindful of the Company's objective to reward all employees
fairly according to their role, performance and market forces.
However, as the Company does not currently have any employees it
has not been able to consider the pay and employment conditions of
other employees within the Company nor has any consultation been
undertaken with employees in drawing up the policy as a result. The
Company has also not used any formal comparison measures.
Consideration of shareholder views
An ordinary resolution for approval of this policy was put to
shareholders at the Annual General Meeting in September 2014.
Approved by
Mr G Johnson
Director
Independent Auditor's Report to the Members of Vordere PLC
We have audited the financial statements of Vordere PLC for the
year ended 31(st) March 2017 which comprise the Statement of Profit
or Loss and Other Comprehensive Income, the Statement of Financial
Position, the Statement of Changes in Equity, the Statement of Cash
Flows, and the related notes. The financial reporting framework
that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Respective responsibilities of Directors and auditor
As explained more fully in the Directors' Responsibilities
Statement set out on page 10, the Directors are responsible for the
preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit
and express an opinion on the financial statements in accordance
with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements
is provided on the Financial Reporting Council's website at
www.frc.org.uk/auditscopeukprivate
Opinion on financial statements
In our opinion the financial statements:
-- give a true and fair view of the state of the Company's
affairs as at 31(st) March 2017 and of its loss for the year then
ended;
-- have been properly prepared in accordance with IFRSs as
adopted by the European Union; and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion, the part of the Directors' Remuneration Report
to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
Directors' report for the financial year for which the financial
statements are prepared is consistent with the parent Company
financial statements; and
-- the strategic report and the Directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report under the Companies
Act 2006
In light of the knowledge and understanding of the parent
Company and its environment obtained in the course of the audit, we
have not identified material misstatements in the strategic report
and the Directors' report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Companies Act 2006 requires us to report to you if, in
our opinion:
-- adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
-- the financial statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
-- certain disclosures of Directors' remuneration specified by law are not made; or
-- we have not received all the information and explanations we require for our audit.
Jonathan Maile BSc (Hons) FCA
Senior Statutory Auditor
for and on behalf of Grant Thornton UK LLP
Statutory Auditor, Chartered Accountants
Crawley
Date:
Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 March 2017
Year Year
ended ended
31 March 31 March
Note 2017 2016
GBP GBP
GBP
Revenue - -
Administrative costs (661,065) (68,437)
373)
---------- -----------------
Operating loss (661,065) (68,437)
Net finance costs 4 1,118 861
Loss before taxation (659,947) (67,576)
Taxation 6 - -
---------- -----------------
Loss for the period and total
comprehensive loss attributable
to owners of the Company (659,947) (67,576)
)
---------- -----------------
Loss per share 7
Basic and diluted (0.029) (0.005)
All activities of the Company are classed as continuing.
The notes on pages 22 to 29 Form part of these financial
statements.
Statement of Financial Position
As at 31 March 2017
As at As at
31 March 31 March
Note 2017 2016 GBP
GBP
NON CURRENT ASSETS
Investments 8 34,229 -
CURRENT ASSETS
Trade and other receivables 149,495 -
9
Cash and cash equivalents 3,089,371 1,162,011
------------ ----------
Total current assets 3,238,866 1,162,011
CURRENT LIABILITIES
Trade and other payables
10 (394,147) (11,500)
------------ ----------
Total current liabilities (394,147) (11,500)
------------ ----------
NET ASSETS 2,878,948 1,150,511
------------ ----------
EQUITY
Capital and reserves attributable
to owners of the Company
Share capital 11 616,115 285,760
Share premium 3,299,509 1,380,917
Retained earnings (1,036,676) (516,166)
------------ ----------
2,878,948 1,150,511
------------ ----------
These financial statements were approved by the Board of
Directors and authorised for issue on 27 July 2017. They were
signed on its behalf by:
Mr N Hofgren
Director
Company Registration Number 07892904
The notes on pages 22 to 29 Form part of these financial
statements.
Statement of Changes in Equity
Year ended 31(st) March 2017
Shares Share Retained Total
issued Premium Loss
GBP GBP GBP GBP
Balance at 1(st)
April 2016 285,760 1,380,917 (448,590) 1,218,087
Comprehensive Income
Loss for the year
and total comprehensive
income - - (67,576) (67,576)
Balance at 31(st)
March 2016 285,760 1,380,917 (516,166) 1,150,511
-------- ---------- ------------ ----------
Comprehensive Income
Loss for the year
and total comprehensive
income - - (659,947) (659,947)
Share based payments - - 139,437 139,437
Transactions with
owners
Share issue (net
of costs) 330,355 1,918,592 - 2,248,947
Balance at 31(st)
March 2017 616,115 3,299,509 (1,036,676) 2,878,948
-------- ---------- ------------ ----------
Statement of Cash Flows
Period ended 31(st) March 2017
Year ended Year ended
31 March 31 March
2017 2016
GBP GBP
Cash flows from operating activities
Operating Loss (661,065) (68,437)
Share based payments 69,719 -
(Increase)/decrease in receivables (149,495) -
Increase/(decrease) in payables 382,647 (22,027)
----------- --------------
Net cash used in operating
cash flows (358,194) (90,464)
Cash flows from investing activities
Interest received 1,118 861
Purchase of subsidiaries (34,229) -
----------- --------------
Net cash generated from investing
activities (33,111) 861
Cash flows from financing activities
Shares issued 2,318,665 -
Net cash generated from financing 2,318,665 -
activities
Net increase/(decrease) in
cash and cash equivalents 1,927,360 (89,603)
Net cash at start of the year 1,162,011 1,251,614
----------- --------------
Cash and cash equivalents at
31(st) March 3,089,371 1,162,011
----------- --------------
Notes to the Financial Statements
1. Accounting policies
General information
The Company is incorporated in England and Wales and is
domiciled in the UK. Its registered office is at 3rd Floor 11-12
St. James's Square, London, United Kingdom, SW1Y 4LB.
Basis of accounting
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS as adopted and
endorsed by the EU) and the Companies Act 2006 applicable to
companies reporting under IFRS. These comprise standards and
interpretations approved by the IASB together with interpretations
approved by the IASC that remain in effect and to the extent that
they have been adopted by the EU.
The financial statements have been prepared on the historical
cost basis and are presented in pounds sterling.
The Company has taken advantage of the exemption from the
requirement to prepare group accounts under Section 402 of the
Companies Act 2006 on the grounds that the inclusion of the
subsidiaries (all of which were dormant during the year) is not
material for the purpose of giving a true and fair view. The
financial statements present information about the Company as an
individual undertaking and not about its group
Changes in accounting policies
The accounting policies for the year are consistent with those
applied in the year to 31 March 2016.
None of the new standards, interpretations, and amendments,
which were effective for the year ended 31 March 2017 had a
material impact:
Amendments to IAS 19: Defined benefit plans: employee
contributions (effective 1 July 2016)
Amendments to IFRS 11: Joint arrangements (effective 1 January
2016)
Amendments to IAS 16 and IAS 38: Clarification of acceptable
methods of depreciation and amortisation (effective 1 January
2016)
Amendments to IAS 27: Equity method in separate financial
statements (effective 1 January 2016)
Critical accounting estimates and judgements
Key financial risks are detailed in note 5. Risks detailed in
note 5 do not constitute an estimate or judgement.
To be able to prepare financial statements according to
generally accepted accounting principles, management and the Board
must make estimates and assumptions that affect the recorded asset
and liability items as well as other information. These estimates
are based on historical experience and various other assumptions
that management and the Board believe are reasonable under the
circumstances. The results of these form the basis for making
judgements about the carrying values of assets and liabilities that
are not clear from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The warrants issued in the year (see note 12) have been valued
indirectly using the Black Scholes model. The services provided in
exchange for these warrants consisted of a multitude of
unidentifiable services for which a reliable direct fair value, in
the opinion of the directors could not be obtained. The Company has
therefore rebutted the presumed assumption within IFRS2 'Share
Based Payments' that a reliable fair value of the services may be
determined directly and have instead measured the fair value of
those services by reference to the fair value of the warrant
instrument issued.
The Company incurred certain transaction costs during the year
relating to the share issue on 3 October 2016 and the post year end
transactions described in note 15. IAS32 requires that the
transaction costs of an equity transaction are deducted from equity
to the extent that they are incremental costs directly attributable
to an equity transaction that would have otherwise been
avoided.
Notes to the Financial Statements (continued)
1. Accounting policies (continued)
In the case of the post year end transaction, such costs related
in part to the costs directly attributable to the issue of share
capital and in part to the relisting of the Company's shares on the
Stock Exchange. As a result, the Company has proportioned those
costs using a ratio of the issued share capital at 31 March 2017
which was relisted over the total share capital following the
Company's post year end transaction and assumed that the proportion
related to the relisting, rather than the issue of share capital.
This proportion has therefore been expensed to the profit and loss
account and the remainder will be credited to equity in the
following year end and is held within these accounts within
prepayments.
New standards and interpretations not yet adopted
At the date of approval of these financial statements, the
following standards were endorsed but not yet effective,
IFRS 9: Financial Instruments (effective 1 January 2018)
IFRS 15: Revenue recognition (effective 1 January 2018)
IFRS 16: Leases (effective 1 January 2018)
Going concern
The Company's activities, together with the factors likely to
affect its future development and performance, the financial
position of the Company, its cash flows and liquidity position have
been considered by the Directors, taking account of the current
market conditions which demonstrate that the Company shall continue
to operate within its own resources.
The Directors believe that the Company is well placed to manage
its business risks successfully, and that the Company has adequate
resources to continue in operational existence for 12 months
following the signing of this report. Should there be a transaction
the Company would settle this in shares rather than cash.
Accordingly, they consider it appropriate to adopt the going
concern basis in preparing the Annual Report and Financial
Statements.
Investments in subsidiary undertakings
Investments are measured at cost less impairment.
Financial instruments
Financial assets and financial liabilities are recognised on the
Company's statement of financial position when the Company has
become party to the contractual provisions of the instrument.
Financial assets that are measured at cost and amortised cost
are assessed at the end of each reporting period for objective
evidence of impairment. If objective evidence of impairment is
found, an impairment loss is recognised in the Statement of
Comprehensive Income. Short term financial liabilities are measured
at the transaction price.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments and
bank overdrafts with an original maturity of three months or
less.
Share capital
Financial instruments issued by the Company are classified as
equity only to the extent that they do not meet the definition of a
financial liability or a financial asset.
The Company's ordinary shares and warrants issued are classified
as equity instruments.
Notes to the Financial Statements (continued)
1. Accounting policies (continued)
Share based payments
The Group issued warrant instruments as described in note 12 to
these financial statements. The warrants were issued in exchange
for services rendered to the Company and as a result have been
accounted for as an equity-settled share based payment. The fair
value of the services rendered has been determined indirectly by
reference to the fair value of the warrants issued, see 'critical
accounting estimates and judgements'. This fair value is determined
at grant date. The share based payment is recognised as an expense
in the profit and loss account with corresponding credit to
retained earnings. Upon exercise of the warrants, the proceeds
received, net of any directly attributable transaction costs are
allocated to share capital up to the nominal value shares issued
with the excess being recorded as share premium.
2. Result from operations
At this point, identifying and assessing investment projects is
the only activity the Company is involved in and is therefore
considered as the only operating/reportable segment.
Summary of administrative costs:
2017 2016
GBP GBP
Directors fees 32,416 27,400
Travel expenses 6,736 1,493
Legal & professional fees 580,448 24,987
Accountancy & audit fees 40,875 12,819
Miscellaneous expenses - 1,345
Bank charges 590 393
-------- -------
661,065 68,437
-------- -------
Results from operations are stated after charging:
Auditor's remuneration 2017 2016
for audit services: GBP GBP
Fees payable to the Company's
auditor for the audit
of the Company's annual
financial statements 15,000 10,750
Fees payable to the Company's - -
auditor and their associates
for other services to
the group:
Services linked to corporate 27,500 -
finance transactions
3. Directors' remuneration
Directors received the following fees:
2017 2016
GBP GBP
A Brennan (Paid to Delta
Capital Pty Ltd) 7,980 15,000
B Fitzpatrick (Paid to Ocean
Park Developments Ltd) 6,000 6,000
N Hofgren 6,668 -
G Johnson (Paid to Granite 6,668 -
& Pine Investments International
Limited)
C Goodfellow (Paid to Aquila2
Ltd) 5,100 6,400
------- -------
32,416 27,400
------- -------
Other than the Directors there were no employees of the
Company.
Notes to the Financial Statements (continued)
4. Net finance costs
2017 2016
GBP GBP
Bank interest received on
cash deposits 1,118 861
1,118 861
------ -----
5. Financial instruments
The Company is exposed through its operations to the following
financial risks:
Principal financial instruments
The principal financial instruments used by the Company, from
which financial instrument risk arises, are as follows:
-- Cash and cash equivalent
A summary of the financial instruments held by category is
provided below:
Financial Assets
Loans
and
Receivables
2017
GBP
Cash and cash
equivalents 3,089,371
--------------------
Total financial
assets 3,089,371
--------------------
Loans
and Receivables
2016
GBP
Cash and cash
equivalents 1,162,011
--------------------
Total financial
assets 1,162,011
--------------------
The Board has overall responsibility for the determination of
the Company's risk management objectives and policies and, whilst
retaining ultimate responsibility for them. The Board's ultimate
objective is to set policies that seek to reduce risk as far as
possible without unduly affecting the Company's competitiveness and
flexibility. Further details regarding these policies are set out
below:
Interest rate risk
The Company does not have an interest rate policy in isolation
but regularly reviews the interest rates being received on
deposits. The Company is not operating in an overdraft
position.
Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions. For banks and financial
institutions, only independently rated parties with a minimum
rating 'A' are accepted.
Notes to the Financial Statements (continued)
5. Financial instruments (continued)
Capital risk management
The Company monitors "adjusted capital" which comprises all
components of equity (i.e. share capital, share premium and
retained earnings).
The Company's objectives when maintaining capital are:
-- to safeguard the entity's ability to continue as a going
concern, so that it can provide returns for shareholders and
benefits for other stakeholders, and
-- to provide an adequate return by finding a suitable acquisition.
The Company sets the amount of capital it requires in proportion
to risk. The Company manages its capital structure and makes
adjustments to it in the light of changes in economic conditions
and the risk characteristics of the underlying assets. 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.
Liquidity risk
Liquidity risk arises from the Company's management of working
capital. It is the risk that the Company will encounter difficulty
in meeting its financial obligations as they fall due.
The proceeds raised from the placing are being held as cash
deposits to enable the Company to fund future operating costs.
Cash in bank
A significant amount of cash is held with the following
institutions:
2017 2016
GBP GBP
HSBC PLC 3,089,371 1,162,011
3,089,371 1,162,011
---------- ----------
Sensitivity analysis
Sensitivity analysis has been performed on all market risks
documented. There was no material difference between carrying
amount and fair value on financial assets and liabilities.
6. Taxation
The tax charge comprises mainstream corporation tax deriving
from losses for the year at 20% (2016: 20%)
2017 2016
GBP GBP
Current Tax Charge - -
Deferred Tax - -
----- -----
Total tax on loss from ordinary - -
activities
----- -----
The tax charge for the period differs from that resulting from
applying the standard rate of UK corporation tax of 20% (2016: 20%)
to the loss before tax for the reasons set out in the following
reconciliation.
Notes to the Financial Statements (continued)
6. Taxation (continued)
2017 2016
GBP GBP
Loss per the financial statements (659,947) (67,576)
---------- ---------------------
Loss by rate of tax (131,989) (13,515)
Add items not deductible for
tax - 31
Less loss carried forward 131,989 13,484
Tax charge per the accounts - -
---------- ---------------------
At 31 March 2017 the Company had corporation tax losses of
approximately GBP916,522 (2016: GBP256,575) that may be available
to carry forward against future profits. No deferred tax asset has
been recognised in respect of these losses due to there being
uncertainty as to whether sufficient future taxable profits will be
generated by the Company in the near future, to prudently justify
this.
7. Loss per share
The calculation of the basic and fully diluted loss per share is
based on the loss for the period after tax of GBP659,947 (2016:
GBP67,576) divided by the weighted average issued ordinary shares
of 30,805,783 (2016: 14,288,005).
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares.
As the average market price of the Company's ordinary shares
since the issue of the warrants (see note 12) on 3 October 2016 was
below the exercise price of those warrants, the warrants are not
dilutive. Therefore, the diluted and basic loss per share are the
same.
8. Investments in subsidiary undertakings
2017 2016
GBP GBP
34,229 -
34,229 -
------- -----
During the year the following entities were incorporated and are
wholly owned subsidiaries of Vordere Plc. The entities are
acquisition vehicles and were dormant at the balance sheet
date.
-- St James Square Management GmbH incorporated on 6 January 2017
-- Vordere Bechtesgaden 1 GmbH & Co KG incorporated on 27 October 2016
-- Vordere Haag 1 GmbH & Co KG incorporated on 27 October 2016
-- Vordere Bamberg 1GmbH & Co KG incorporated on 27 October 2016
-- Vordere Hanau 1 GmbH & Co KG incorporated on 27 October 2016
-- Vordere Capital Sarl incorporated on 7 March 2017
All of the above entities are incorporated and registered in
Germany with the exception of Vordere Capital Sarl, which is
incorporated in Luxembourg.
9. Trade and other receivables
2017 2016
GBP GBP
Prepayments 149,495 -
149,495 -
-------- -----
The book values equate to their fair values.
Notes to the Financial Statements (continued)
10. Trade and other payables
2017 2016
GBP GBP
Accruals 394,147 11,500
394,147 11,500
-------- -------
The book values equate to their fair values.
11. Share capital
Authorised, allotted, and called up share capital:
2017 2017 2016 2016
Number GBP Number GBP
Ordinary shares of GBP0.02
each at 31 March 30,805,783 616,115 14,288,005 285,760
On 26 September 2016 shareholders approved a placement of
16,517,778 new shares at 15p a share to raise GBP2,477,667 before
costs of the issue of GBP298,439. This transaction was completed on
3 October 2016. The number of shares in issue after this
transaction is 30,805,783 ordinary 2p shares and the number of
voting rights is 30,805,783.
Share premium includes any premiums received an issue of share
capital. Any transaction costs associated with the issuing of
shares are deducted from share premium.
12. Convertible instruments
Warrants
On 3 October 2016, Vordere plc granted warrants over ordinary
shares to GFG Limited, a Company in which Mr Hofgren is also a
director. The warrants may be exercised between the Grant date and
the fifth anniversary of the Grant date and will lapse if not
exercised during that period. The warrant instrument allows GFG
Limited to acquire up to 5% of the share capital of the Group,
after taking into account the shares issued as a result of the
warrant issue. The fair value of the warrant granted during the
year was determined using the Black Scholes warrant valuation
model. The model considers a volatility rate of 68%, which has been
derived from historical experience. A weighted average risk-free
interest rate of 2.0% has been applied. The share price at grant
date was 15.25 pence and the options have a strike price of 15p per
share. In line with the Company's dividend policy set out in its
recent prospectus, no future dividends have been assumed in the
valuation model.
These warrants have incurred a share based payment charge of
GBP139,437 during the year, which has been recognised in the profit
and loss account.
At the date of approval of these financial statements the
warrants remain unexercised.
13. Related parties
Mr A Brennan, a Director of Vordere PLC during the year is also
a Director of Delta Capital Pty Ltd. Delta Capital Pty Ltd had
entered into a Corporate Advisor Mandate with the Company, which
was terminated in September 2016. During the year, the following
was paid to Delta Capital Pty Ltd:
2017 2016
GBP GBP
Directors fees 7,980 15,000
Project fees 100,000 -
107,980 15,000
-------- -------
Mr Nicholas Hofgren, a Director of Vordere PLC is also a
director of GFG Limited. On 30 September 2016, the Company signed a
2-year Corporate advisory agreement with GFG Limited, under the
agreement the Company has agreed to pay GFG Limited a fee of
GBP7,500 per month until such time that the Company asset value
exceeds GBP10,000,000,
Notes to the Financial Statements (continued)
13. Related parties (continued)
whereupon the fee will be calculated at the rate of 1.5% of the
gross asset value or GBP15,000, whichever is greater, per month.
During the year the Company paid GBP45,000 (2016: GBPnil) for
monthly advisory services and GBP34,800 (2016: GBPnil) in respect
of other services. On 3 October 2016, the Company also issued a
warrant to GFG Limited, further details are detailed in note
12.
Mr B Fitzpatrick, a Director of Vordere PLC is also a Director
of Ocean Park Developments Ltd. During the year Directors' fees of
GBP6,000 (2016: GBP6,000) were paid to Ocean Developments Ltd on
behalf of Mr B Fitzpatrick. Included within accruals is an amount
of GBP2,500 (2016: GBPnil) relating to fees for services provided
by Ocean Park Developments Ltd.
Mr C Goodfellow, a Director of Vordere Plc is also a Director of
Aquila 2 Limited. During the period Directors fees of GBP5,100
(2016: GBP6,400) were paid to Aquila 2 Limited on behalf of Mr C
Goodfellow. Included within accruals is an amount of GBPnil (2016:
GBPnil) relating to fees for services provided by Ocean
Developments Ltd.
Mr G Johnson, a Director of Vordere PLC is also a Director of
Granite and Pine Investments International Ltd. During the year
Directors' fees of GBP6,668 (2016: GBPnil) were paid to Granite and
Pine Investments International Ltd on behalf of Mr G Johnson.
Included within accruals is an amount of GBPnil (2016: GBPnil)
relating to fees for services provided by Granite and Pine
Investments International Ltd.
The Directors are the Company's key personnel. Further details
of Directors' remuneration are detailed in note 3.
14. Controlling party
The Company is not directly or indirectly controlled by any
single shareholder or group of shareholders who are connected.
15. Events after the reporting date
Share issue and property purchase
On 28 March 2017, the Company announced that it had entered into
letters of intent to acquire, subject to contract, several
properties in Germany in accordance with its published investment
strategy. The vendors of those properties are: Dolphin Capital 112
Projekt GmbH & Co. KG; Dolphin Capital 192 Projekt GmbH &
Co. KG; Dolphin Capital 126 Projekt GmbH & Co. KG; and Dolphin
Capital 214 Projekt GmbH & Co. KG.
The Company agreed with the vendors that the consideration
payable for the Properties under each conditional purchase
agreement would be satisfied by the issue of new ordinary shares in
the Company at a price of 17p per share.
On 16 June 2017, the Company announced that it has completed
three of the four Acquisitions. It also achieved the re-listing of
the Company's shares pursuant to Listing Rule 5.6.21 and their
re-admission to trading. The consideration is for a total of
51,411,441 ordinary shares of nominal value GBP0.02 in the capital
of the Company and have been allotted at a price of 17p per share.
On 11 July 2017, the Company completed the fourth and final
acquisition. The consideration is for a total of 54,751,950
ordinary shares of nominal value GBP0.02 in the capital of the
Company and have been allotted at a price of 17p per share.
On 7 July 2017, the Company allotted 29,205,882 ordinary shares
of nominal value of 2p in the capital of the Company at a price of
17p per share. A further 1,651,778 ordinary shares of nominal value
2p in the capital of the Company have been allotted at a price of
15p per share pursuant to the agreement entered into by the Company
and GFG Limited ('GFG') on 30 September 2016 as detailed on the
prospectus dated 28 September 2016. Under the advisory agreement,
GFG is entitled to fees for the Company's completion of the
subscription as described in the Company's announcement of 3
October 2016, raising gross proceeds of GBP2,477,666.70. Under the
advisory agreement, GFG is entitled to fees at closing of an
acquisition calculated at 10% of the aggregate consideration. The
compensation may be satisfied by the issue and allotment to GFG of
fully paid ordinary shares of the Company.
On 26 July 2017 the Company obtained a High Court order for the
share premium account to be cancelled.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR UWUBRBBABURR
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July 28, 2017 03:30 ET (07:30 GMT)
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