TIDMCHF
RNS Number : 1399S
Chesterfield Resources PLC
29 September 2017
29 September 2017
CHESTERFIELD RESOURCES PLC
("Chesterfield" or the "Company") (TIDM: CHF)
Half-Year Report
Chesterfield Resources plc, a special purpose acquisition
company focused on opportunities in the mining sector, is pleased
to present its interim results for the period from incorporation on
4 January 2017 to 30 June 2017.
Highlights:
-- The Company was incorporated on 4 January 2017;
-- During the period from incorporation to 30 June 2017:
o The Company raised a total of GBP100,600 from the issue of share capital;
o Professional advisers were engaged to prepare for the listing of the Company; and
o The Company incurred a net loss of GBP25,519; and
-- Since 30 June 2017:
o The entire issued ordinary share capital of the Company was
admitted to the Standard Listed segment of the Official List and to
trading on the Main Market of the London Stock Exchange
("Admission") on 29 August 2017;
o The Company raised GBP1,300,000 (before expenses) from the
issue of 26,000,000 new ordinary shares of 0.1p each in the capital
of the Company ("Ordinary Shares") at 5p per share (the "Placing")
in conjunction with Admission; and
o The Company has begun the search for suitable acquisition
opportunities and has entered into early stage discussions with a
number of counterparties, who hold assets which appear to meet the
Company's broad acquisition criteria, regarding the merits of the
assets and potential acquisition terms.
Chairman's Statement
I have pleasure in presenting the unaudited condensed interim
financial statements of Chesterfield Resources plc for the period
from incorporation on 4 January 2017 to 30 June 2017.
Operating Review
During the period ended 30 June 2017 efforts were focused on
preparation for the Placing and Admission.
Financial Review
For the period from incorporation on 4 January 2017 to 30 June
2017, the Company reports a net loss of GBP25,519.
The Company successfully completed a GBP100,000 seed capital
financing which was supported by all of the directors of the
Company (the "Directors") and also brought several highly
supportive, long term investors onto the Company's register of
members.
The loss for the period was due to the fees of professional
advisers and other general operating expenses incurred as the
Company prepared for the Placing and Admission.
Directors
The following Directors have held office during the period:
David Cliff (appointed 4 January 2017)
Derek Crowhurst (appointed 4 January 2017)
Peter Damouni (appointed 4 January 2017)
Christopher Hall (appointed 5 May 2017)
Responsibility Statement
The Directors are responsible for preparing the unaudited
condensed interim financial statements in accordance with the
Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority ("DTR") and with International Accounting Standard 34
Interim Financial Reporting ("IAS 34"). The Directors confirm that,
to the best of their knowledge, these unaudited condensed interim
financial statements have been prepared in accordance with IAS 34
as adopted by the European Union. The interim management report
includes a fair review of the information required by DTR 4.2.7 and
DTR 4.2.8, namely:
-- An indication of important events that have occurred during
the period ended 30 June 2017 and their impact on the condensed
financial statements for the period, and a description of the
principal risks and uncertainties for the remaining six months of
the financial year; and
-- Related party transactions that have taken place in the
period ended 30 June 2017 and that have materially affected the
financial position or the performance of the Company during that
period.
The half-yearly financial report has not been reviewed by the
independent auditors of the Company for the purposes of the
Financial Reporting Council guidance on Review of Interim Financial
Information.
Outlook
The Directors continue to believe that the mining industry
offers attractively valued opportunities in viable jurisdictions
which can be acquired relatively quickly by a highly focused and
experienced team, backed by knowledgeable shareholders with a
longer term investment horizon. There can be no guarantee, however,
that the Directors will be able to identify and negotiate terms to
acquire such an opportunity in the near term.
The objectives of the Directors for the remainder of the
financial year are:
Acquisition: to identify high quality, well located
opportunities; to evaluate several to a point where it is
appropriate to enter into negotiations with the owners with a view
to establishing mutually beneficial terms; and, if successful, to
close one or more acquisitions within the next 12 months; and
Cash Preservation: for the Directors to apply a rigorous initial
screening process, including technical, economic, legal and
financial criteria, to potential acquisitions with the objective of
reducing the number of potential acquisitions to a short list at
minimal expense before incurring material external due diligence
costs.
With these core objectives at the centre of our strategy for the
remainder of 2017, the Directors believe that during the next 12
months Chesterfield can achieve its initial goal of completing a
first acquisition. I look forward to updating shareholders with our
progress over the coming months.
Christopher Hall
Non-Executive Chairman
29 September 2017
Condensed Interim Statement of Comprehensive Income
for the period from incorporation on 4 January 2017 to 30 June
2017
Notes Period
ended
30 June
2017
(unaudited)
GBP
Revenue -
Administrative expenses (25,519)
-------------
Loss on ordinary activities before
taxation (25,519)
Taxation on loss on ordinary activities 3 -
-------------
Loss for the period (25,519)
Other comprehensive income / (loss) -
-------------
Total comprehensive loss for the
period attributable to equity holders (25,519)
=============
Loss per share (basic and diluted)
attributable to equity holders (pence) 4 (1.87)p
===============
The income statement has been prepared on the basis that all
operations are continuing operations.
Condensed Interim Statement of Financial Position
as at 30 June 2017
Notes 30 June
2017
(unaudited)
GBP
Current assets
Cash and cash equivalents 5 73,270
Trade and other receivables 6 2,208
-------------
75,478
Current liabilities
Trade and other payables 7 (397)
-------------
(397)
-------------
Net assets 75,081
=============
Equity
Share capital 8 100,600
Share premium -
Retained losses (25,519)
-------------
Equity attributable to equity holders
of the Company 75,081
=============
Condensed Interim Statement of Changes in Equity
for the period from incorporation on 4 January 2017 to 30 June
2017
Share Share Retained Total
Capital Premium Losses GBP
GBP GBP GBP
On incorporation - - - -
Shares issued during
the period 100,600 - - 100,600
Total comprehensive
loss for the period - - (25,519) (25,519)
--------- --------- --------- ---------
Balance at 30 June
2017 100,600 - (25,519) 75,081
========= ========= ========= ===========
Condensed Interim Statement of Cash Flows
for the period from incorporation on 4 January 2017 to 30 June
2017
Period
ended
30 June
2017
(unaudited)
GBP
Cash flow from operating activities
Loss for the period (25,519)
Increase in trade and other receivables (2,208)
Increase in trade and other payables 397
-------------
Net cash flow from operating activities (27,330)
Cash flow from financing activities
Gross proceeds from the issue of shares 100,600
-------------
Net cash flow from financing activities 100,600
-------------
Net increase in cash and cash equivalents 73,270
Cash and cash equivalents at beginning -
of the period
-------------
Cash and cash equivalents at end of
the period 73,270
=============
Notes to the Condensed Interim Financial Statements
for the period from incorporation on 4 January 2017 to 30 June
2017
1 General information
Chesterfield Resources plc is a special purpose acquisition
company focused on opportunities in the mining sector. The Company
is domiciled in the United Kingdom and incorporated and registered
in England and Wales, with registration number 10545738. The
Company's registered office is 71 Queen Victoria Street, London,
EC4V 4BE.
2 Accounting policies
The principal accounting policies applied in preparation of
these unaudited interim financial statements are set out below.
These policies have been consistently applied unless otherwise
stated.
Basis of preparation
The unaudited condensed interim financial statements for the
period from incorporation on 4 January 2017 to 30 June 2017 have
been prepared in accordance with IAS 34. This interim financial
information is not the Company's statutory financial statements.
The first statutory financial statements of the Company, which will
be prepared in accordance with International Financial Reporting
Standards as adopted by the European Union, will be in respect of
the period from incorporation on 4 January 2017 to 31 December
2017.
The financial information of the Company is presented in British
Pounds Sterling (GBP).
Going concern
The Company is required to assess whether it has sufficient
resources to continue its operations and to meet its commitments
for the foreseeable future. The Directors have prepared the
unaudited interim financial information on a going concern basis
as, in their opinion, the Company is able to meet its obligations
as they fall due. This opinion is based on detailed forecasting for
the following 12 months based on current and expected market
conditions together with current performance levels. Should the
going concern assumption no longer remain valid, the carrying value
of the Company's assets will need to be assessed for impairment and
the balance sheet will need to be prepared on a break-up basis.
Financial assets
The Company classifies its financial assets in the category of
loans and receivables. The classification depends on the purposes
for which these assets were acquired. The Directors take decisions
concerning the classification of the financial assets of the
Company at initial recognition and review such classification for
appropriateness at each reporting date. Loans and receivables are
non-derivative financial assets with fixed or determinable payments
that are not quoted in an active market. They are included in
current assets, except for maturities greater than 12 months after
the balance sheet date. These are classified as non-current assets.
The Company's loans and receivables comprise "trade and other
receivables".
Cash and cash equivalents
Cash and cash equivalents comprises cash at bank and in hand.
This definition is also used in the Statement of Cash Flows.
Trade and other payables
Trade and other payables are recognised and initially measured
at cost, due to their short-term nature. All of the Company's trade
payables are non-interest bearing.
Equity
Share capital is determined using the nominal value of the
shares that have been issued.
The share premium account includes any premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from the share
premium account, net of any related income tax benefits.
Critical accounting estimates and judgements
In application of the Company's accounting policies, which are
described in Note 2, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an
ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects
only that period, or in the period of the revision and future
periods if the revision affects both current and future
periods.
The Directors have made no estimates or assumptions in the
process of applying the Company's accounting policies that have a
significant risk of causing a material adjustment to the carrying
amount of assets and liabilities in the current and future
financial years.
3. Taxation on loss on ordinary activities
No tax is applicable to the Company for the period ended 30 June
2017. No deferred income tax asset has been recognised in respect
of the losses carried forward, due to the uncertainty as to whether
the Company will generate sufficient future profits in the
foreseeable future prudently to justify this.
4. Loss per share
Basic loss per ordinary share is calculated by dividing the loss
attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the period. 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 at 30 June 2017, there were no dilutive potential ordinary
shares. The series A warrants did not become exercisable until
Admission, which occurred on 29 August 2017. Furthermore, as the
Company incurred a loss in the period, any potential ordinary
shares would have been non-dilutive.
Loss Weighted Loss
attributable average per ordinary
to ordinary number share
shareholders of ordinary Pence
GBP shares
Number
Loss per share (basic and
diluted) attributable to
ordinary shareholders (25,519) 1,364,045 (1.87)
============== ============= ==============
5. Cash and cash equivalents
2017
GBP
Cash at bank 73,270
-------
73,270
=======
6. Trade and other receivables
2017
GBP
Other receivables 2,208
------
2,208
======
7. Trade and other payables
2017
GBP
Other payables 397
-----
397
=====
8. Share capital
Number Share Share Total
of shares capital premium GBP
GBP GBP
Ordinary shares
of 0.1p each 2,600,000 2,600 - 2,600
Deferred shares
of 4.9p each 2,000,000 98,000 - 98,000
--------- --------- --------
Balance at 30 June
2017 100,600 - 100,600
========= ========= ========
Movements on share capital
Ordinary 'A' ordinary Deferred
shares of shares of shares of
0.1p each 5p each 4.9p each
Number GBP Number GBP Number GBP
On incorporation
on 4 January
2017 600,000 600 - - - -
Allotted during
the period - - 2,000,000 100,000 - -
Sub-division
and redesignation
of 'A' ordinary
shares 2,000,000 2,000 (2,000,000) (100,000) 2,000,000 98,000
---------- ------ ------------ ---------- ---------- -------
Balance at
30 June 2017 2,600,000 2,600 - - 2,000,000 98,000
========== ====== ============ ========== ========== =======
600,000 ordinary shares of 0.1p each were issued, at par, to
Derek Crowhurst, Peter Damouni and David Cliff (the "Founders") on
incorporation of the Company on 4 January 2017. On 24 April 2017,
2,000,000 'A' ordinary shares of 5p each were issued, at par, to
certain investors, including the Founders (the "Seed Investors").
On 28 April 2017, a capital reorganisation was approved under which
each of the 'A' ordinary shares of 5p each in issue was sub-divided
and redesignated into one ordinary share of 0.1p each and one
deferred share of 4.9p each.
The Company has one class of ordinary share which carries no
right to fixed income. The deferred shares carry no voting rights
or rights to participate in the profits of the Company and have
very limited rights to a return of capital on a winding-up of the
Company.
Warrants
Number
of warrants
Warrants issued:
Series A warrants to subscribe for
ordinary shares at 5p per share 5,200,000
-------------
Balance at 30 June 2017 5,200,000
=============
1,200,000 series A Warrants were issued to the Founders on 16
March 2017 and a further 4,000,000 series A warrants were issued to
the Seed Investors on 24 April 2017. The series A warrants became
exercisable with effect from the date of Admission, being 29 August
2017, until the fifth anniversary of Admission, being 29 August
2022. The exercise price of the series A warrants is 5p per
share.
No fair value was allocated to the 5,200,000 warrants in issue
at the reporting date as the Directors considered that no services
were received in exchange for the issue of warrants.
9. Related party disclosures
Remuneration of Directors and key management personnel
Other than the Directors, the Company had no key management
personnel during the period. The Directors did not receive any
remuneration during the period.
Shareholdings in the Company
Shares and warrants held by the Directors as at 30 June 2017
were as follows:
Ordinary Deferred Series
shares shares A warrants
Peter Damouni 400,000 200,000 800,000
David Cliff 350,000 150,000 700,000
Derek Crowhurst 250,000 50,000 500,000
Christopher Hall 100,000 100,000 200,000
---------- --------- ------------
1,100,000 500,000 2,200,000
========== ========= ============
Certain of the Directors participated in the Placing. Further
details are set out in Note 11.
10. Financial instruments
Risk management is undertaken by the Directors.
Credit risk
The carrying amounts of cash and cash equivalents approximate
fair value. The Directors consider the credit ratings of banks in
which the Company holds funds in order to reduce exposure to credit
risk.
The Directors consider that the Company is not exposed to major
concentrations of credit risk.
Liquidity risk
Controls over expenditure are carefully managed by the Directors
in order to preserve the cash reserves of the Company while it
pursues an acquisition.
Capital risk management
The Directors' objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. As at 30 June 2017, the Company had been
financed solely by the issue of share capital. In future, the
capital structure of the Company is expected to consist of
borrowings and equity attributable to equity holders, comprising
issued share capital and reserves.
11. Subsequent events
Admission
The entire issued ordinary share capital of the Company was
admitted to the Standard Listed segment of the Official List and to
trading on the Main Market of the London Stock Exchange on 29
August 2017.
The Placing
Pursuant to the Placing, 26,000,000 new ordinary shares were
allotted, conditional on Admission, at a price of 5p per share,
representing gross proceeds of GBP1,300,000 and estimated net
proceeds of approximately GBP1,162,000, after deduction of expected
costs and expenses relating to the Placing and Admission of
approximately GBP138,000 (inclusive of VAT).
In connection with the Placing, 13,000,000 series B warrants
were issued to subscribers of ordinary shares in the Placing on the
basis of one series B warrant for every two ordinary shares
subscribed in the Placing. Each series B warrant is exercisable
into one ordinary share at a subscription price of 10p per share
from the date of Admission, being 29 August 2017, until the third
anniversary of Admission, being 29 August 2020.
In addition, 494,300 broker warrants were issued to nominees of
the Company's broker, Shard Capital Partners LLP, in connection
with the Placing. Each broker warrant is exercisable into one
ordinary share at a subscription price of 5p per share from the
date of Admission, being 29 August 2017, until the second
anniversary of Admission, being 29 August 2019.
Directors' participation in the Placing
Peter Damouni and David Cliff subscribed for 800,000 and 100,000
ordinary shares, respectively, in the Placing and were issued
400,000 and 50,000 series B warrants, respectively, in connection
with the Placing.
Accordingly, the shares and warrants held by the Directors as at
the date of this half-year report are as follows:
Ordinary Deferred Series Series
shares shares A warrants B warrants
Peter Damouni 1,200,000 200,000 800,000 400,000
David Cliff 450,000 150,000 700,000 50,000
Derek Crowhurst 250,000 50,000 500,000 -
Christopher Hall 100,000 100,000 200,000 -
---------- --------- ------------ ------------
2,000,000 500,000 2,200,000 450,000
========== ========= ============ ============
12. Control
The Directors do not consider there to be an ultimate
controlling party.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR BXGDCRUDBGRI
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