TIDMOPRA
RNS Number : 2444C
Opera Investments plc
11 April 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, WITHIN, INTO OR FROM ANY JURISDICTION
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REGULATIONS OF THAT JURISDICTION
Opera Investments plc ("Opera")
Announcement of Results for the year ended 31 December 2016
11 April 2017
Opera Investments plc (the "Company" or "Opera") is pleased to
announce its preliminary results for the year ended 31 December
2016.
STRATEGIC REPORT
In the year under review, your board continued to seek to
execute the Company's investment objectives for the benefit of
shareholders as set out at the time of the Company's listing on the
London Stock Exchange. The Company's business strategy is to seek
opportunities in the natural resources sector. The investment
strategy of the Company is focussed towards the identification and
acquisition of companies, businesses, projects or assets which:
-- are run by management with a strong track record of
generating growth for shareholders and a proven experienced
business record; and/or
-- have solid commercial prospects within the natural resources
sector, including the mining and energy industries; and/or
-- are within the fast developing countries, but within
countries with a strong focus on protecting investors interests,
low sovereign risk and those that encourage and incentivise
investment; and/or
-- exhibit a pre-existing resource base or a prospective
resource which offers the potential for near-term cash flow and
development success; and/or
-- can be funded adequately to be able to deliver a realistic
plan of achieving credible milestones and significant growth
opportunities for shareholders.
In May 2016, the Company announced that the heads of agreement
with regard to the potential acquisition of SoloPower Systems
Holdings, Inc. ("SoloPower") had been terminated with Hudson Clean
Energy Partners ("Hudson"). SoloPower was a portfolio company of
Hudson. The directors of Opera had, since July 2015, been working
continuously to seek to complete the transaction. However,
following a failure to raise the investment funds required to
complete the transaction, the Company received notification from
Hudson that SoloPower is seeking to fund itself without the
requirement for a public offering and London listing. Opera secured
a contribution to its due diligence costs from Hudson as part of
its heads of agreement and therefore secured a total contribution
of GBP219,015 towards such costs incurred by Opera.
In June 2016, the Company announced that it had reached a heads
of terms agreement with Highlands Natural Resources plc
("Highlands"), the London listed natural resources company, to
acquire all of the issued share capital of Highland's subsidiary,
Highlands Helium Development Ltd. However, on detailed review of
certain technical aspects and the nature of the project's
characteristics in light of Opera's investment strategy, it was
decided to terminate by mutual agreement the heads of agreement
with Highlands in July 2016. No material costs were incurred by
Opera investigating this proposed transaction.
In late September 2016, Opera was pleased to announce that it
has reached a heads of terms agreement with Kibo Mining plc
("Kibo"), the AIM quoted Tanzania focused mineral exploration and
development company, to acquire the Imweru and Lubando gold
projects from Kibo (the "Proposed Transaction").
A summary of the Proposed Transaction is as follows:
-- Subject to the finalisation of the commercial, technical and
legal due diligence, the consideration to acquire the Imweru and
Lubando Gold Projects will be satisfied by the allotment and issue
to Kibo on completion of the Proposed Transaction of 61,000,000
ordinary shares of one pence each in the capital of Opera at a
price of 6 pence per ordinary share immediately following
completion of the Proposed Transaction (and completion of the
fundraising by Opera referred to below).
-- As part of the Proposed Transaction, Opera and Kibo have
agreed that there will be a fundraising by way of the issue of new
ordinary shares in Opera at a price of 6 pence per ordinary share.
Following a detailed review of the costs associated with the future
work programme and operations following the completion of the
Proposed Transaction, the directors of Kibo and Opera have
determined that the minimum fundraising required to complete the
Proposed Transaction will now be GBP1.7million, an increase from
GBP1.2million as announced in September 2016, due to movements in
foreign exchange and other prudent budgetary considerations.
-- Opera agreed to undertake due diligence and incur costs
associated with the Potential Transaction, however the liability to
Opera was capped at GBP25,000 under the terms of the heads of
agreement. As at 31 December 2016, expenses that Opera had incurred
but were repayable to Opera by Kibo totalled GBP115,641.
-- As part of the Proposed Transaction, Opera will delist from
the Main Market of the London Stock Exchange and seek admission to
the AIM Market of the London Stock Exchange ("AIM") of the enlarged
share capital of Opera.
-- On completion of the Proposed Transaction it is proposed that
Opera will be renamed Katoro Gold Mining plc.
-- Opera had appointed Strand Hanson Ltd to act as its Nominated
Adviser and Beaufort Securities Ltd as its broker with respect to
the Proposed Transaction.
The directors of Opera are seeking to complete the Proposed
Transaction as quickly as possible, however shareholders should
note that there remain a number of matters upon which completion of
the Proposed Transaction is conditional.
Whilst the directors regret the time that the Company's shares
have been suspended in the period of review and since, I confirm
that this is a necessary requirement under applicable regulations.
The process of seeking a listing or admission to AIM is complex and
involves considerable investment in terms of the time and monetary
commitments into the due diligence processes and other professional
advice required. The directors have sought to reduce these costs as
much as possible and sought to complete the transactions noted
above as quickly as possible.
I thank you for your continuing support and look forward to
updating you on progress on the Proposed Transaction in due
course.
Enquires:
Opera Investments plc, Paul Dudley, Tel: +44 (0) 20 3551
4872
Statement of comprehensive income for year ended to 31 December
2016
Note Year ended 11 November
31 December 2014 to 31
2016 December 2015
GBP GBP
Revenue - -
Administrative costs (406,075) (448,691)
Other operating income 343,655 -
------------------------------------------------------------------------------ ---- --------------- ---------------
Operating loss and loss before tax 5 (62,420) (448,691)
Taxation 6 - -
------------------------------------------------------------------------------ ---- --------------- ---------------
Loss for the period and total comprehensive loss (62,420) (448,691)
------------------------------------------------------------------------------ ---- --------------- ---------------
Loss for the period and total loss attributable to the owners of the company (62,420) (448,691)
------------------------------------------------------------------------------ ---- --------------- ---------------
Loss per share Pence Pence
Basic 7 (0.36) (3.58)
Diluted 7 (0.36) (3.58)
All of the activities of the Company are classes as
continuing.
Statement of financial position as at 31 December 2016
Company Number 09306219
Note 31 December 31 December 2015
2016 GBP
GBP
------------------------------------------------------------ ----- ----------- -----------------
CURRENT ASSETS
Other receivables 8 115,641 -
Cash 597,664 813,455
Total current assets 713,305 813,455
LIABILITIES
Trade and other payables 9 (133,285) (171,015)
------------------------------------------------------------ ----- ----------- -----------------
Total current liabilities (133,285) (171,015)
------------------------------------------------------------ ----- ----------- -----------------
NET ASSETS 580,020 642,440
------------------------------------------------------------ ----- ----------- -----------------
EQUITY
Capital and reserves attributable to owners of the company
Share capital 10 172,500 172,500
Share premium 918,631 918,631
Retained earnings (511,111) (448,691)
------------------------------------------------------------ ----- ----------- -----------------
580,020 642,440
------------------------------------------------------------ ----- ----------- -----------------
Statement of changes in equity
Year ended to 31 December 2016
Share capital Share premium Retained earnings Total
GBP GBP GBP GBP
Transactions with owners
Shares issued 172,500 1,080,000 1,252,500
Share issue costs - (161,369) - (161,369)
Total transactions with owners 172,500 918,631 - 1,091,131
Comprehensive Loss
Loss for the period - - (448,691) (448,691)
Total owners' equity at 31 December 2015 172,500 918,631 (448,691) 642,440
------------------------------------------ -------------- -------------- ------------------ ----------
Comprehensive Loss
Loss for the year - - (62,420) (62,420)
------------------------------------------ -------------- -------------- ------------------ ----------
Total owners' equity at 31 December 2016 172,500 918,631 (511,111) 580,020
------------------------------------------ -------------- -------------- ------------------ ----------
Statement of cash flows for the year ended 31 December 2016
Year ended 11 November 2014 to 31 December 2015
31 December 2016 GBP
GBP
------------------------------------------------------ ----------------- -------------------------------------
Cash flows from operating activities
Loss for the period (62,420) (448,691)
(Increase) in receivables (115,641) -
(Decrease)/Increase in payables (37,730) 171,015
------------------------------------------------------ ----------------- -------------------------------------
Net cash used in operating activities (215,791) (277,676)
Cash flow from financing activities
Issue of share capital for cash - 1,252,500
Share issue costs - (161,369)
------------------------------------------------------ ----------------- -------------------------------------
Net cash generated from financing activities - 1,091,131
------------------------------------------------------ ----------------- -------------------------------------
Net (decrease)/increase in cash and cash equivalents (215,791) 813,455
Net cash at start of the period 813,455 -
------------------------------------------------------ ----------------- -------------------------------------
Cash at 31 December 597,664 813,455
------------------------------------------------------ ----------------- -------------------------------------
Notes to the Preliminary Results
For the year ended 31 December 2016
1. General information
Opera Investments Plc is a public limited company incorporated
in the United Kingdom and registered in England and Wales. The
Company's registered office is located at 60 Gracechurch Street,
London EC3V 0HR. The company does not have an ultimate controlling
party. The Company's ordinary shares are currently admitted to a
standard listing on the Official List and to trading on the London
Stock Exchange.
The principal activity of the Company is to invest in strategic
and/or special situations of unquoted companies or businesses that
are seeking a public quotation.
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted and
endorsed by the European Union (EU), and the Companies Act 2006
applicable to companies reporting under IFRS. These comprise
standards and interpretations approved by the International
Accounting Standards Board (IASB) that remain in effect and to the
extent that they have been adopted by the EU. No new standards or
interpretations applicable to accounting periods commencing on or
after 1 January 2016 have had a material impact on the company.
As comparative information is for the period from incorporation
on 11 November 2014 to 31 December 2015, it is not directly
comparable to that for the year ended 31 December 2016.
The financial information set out in this announcement is
abridged and does not constitute statutory accounts for the year
ended 31 December 2016 but is derived from those financial
statements. The financial information is not audited. The auditors
have reported on the statutory accounts for the year ended 31
December 2016, their report was unqualified and did not contain
statements under sections 498(2) or (3) of the Companies Act 2006,
and these will be delivered to the Registrar of Companies following
the Company's annual general meeting. The financial information has
been prepared using the recognition and measurement principles of
IFRS as adopted in the European Union. The preliminary announcement
was approved by the board on 11 April 2017.
2. Accounting policies
Basis of measurement
The financial statements have been prepared on a historical cost
basis. All amounts are shown in sterling, the Company's functional
currency.
Other operating income
Other operating income arises from reimbursement of costs
associated with potential acquisitions from the counterparty in the
transaction. Such revenue is recognised when the amounts involved
can be accurately quantified and there is sufficient certainty of
receipt.
Taxation
The tax currently payable is based on the taxable profit for the
period. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense
that are taxable or deductible in other periods and it further
excludes items that are never taxable or deductible. The Company's
liability for current tax is calculated using tax rates that have
been enacted or substantively enacted by the balance sheet
date.
Deferred income tax
Deferred income tax is provided for using the liability method
on temporary timing differences at the balance sheet date between
the tax basis of assets and liabilities and their carrying amounts
for financial reporting purposes.
Deferred income tax liabilities are recognised in full for all
temporary differences. Deferred income tax assets are recognised
for all deductible temporary differences carried forward of unused
tax credits and unused tax losses to the extent that it is probable
that taxable profits will be available against which the deductible
temporary differences, and carry-forward of unused tax credits and
unused losses can be utilised.
Deferred income tax assets and liabilities are measured at the
tax rates that are expected to apply to the period when the asset
is realised or the liability settled, based on tax rates that have
been enacted or substantively enacted at the balance sheet
date.
Foreign currency translation
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign currency gains and losses arising from the
settlement of such transactions and the translation at year-end
exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the income statement.
Financial instruments
Financial assets and financial liabilities are recognised on the
Company's balance sheet when the Company becomes a contractual
party to the instrument.
Other receivables
Other receivables arise from other operating income receipts and
are measured at amortised cost, less impairment. Impairment
provisions are made when there is objective evidence at the balance
sheet date that the asset may not be recoverable.
Cash
The Company's cash solely comprises demand deposits.
Trade and other payables
Trade and other payables are recognised initially at their fair
value and subsequently at amortised cost. Payables are derecognised
when the company's obligations are discharged, cancelled, or have
expired.
Equity
Share capital is determined using the nominal value of shares
that have been issued. The share premium account includes any
premiums on the initial issuing of share capital. Any transaction
costs associated with the issue of shares are deducted from the
share premium account.
Accounting judgements and key sources of estimation
uncertainty
The preparation of financial statements in accordance with IFRS
requires management to make estimates and assumptions in certain
circumstances that affect reported amounts. Based on the Company's
current activities and structure, there are no areas which give
rise to significant exposure to actual results differing from
estimates or assumptions.
New and amended standards
Various new or revised accounting standards have been issued
which are not yet effective, including IFRS15 'Revenue from
Contracts with Customers' and IFRS 9 'Financial Instruments'. Our
initial assessment is that they are unlikely to have a significant
impact on the Company, although this will depend on the progression
of the Proposed Transaction outlined in the Strategic Report.
3. 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 have sought to
minimise the transaction costs with respect to the Acquisition as
set out in the Strategic Report. In particular, the Directors have
sought to ensure that abort fee arrangements are in place and fees
incurred by the Company in such circumstances relating to the
Proposed Transaction are also minimised so as to preserve
shareholder's funds, all of which can be met from current liquid
resources. In the scenario where the Acquisition is completed, the
Directors have considered as part of the transaction that,
following the Acquisition, the enlarged group would have sufficient
working capital to enable the Acquisition to take place and be a
going concern in the foreseeable future.
In the event that the Acquisition does not complete, 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.
In either event, accordingly, the Directors consider it
appropriate to adopt the going concern basis in preparing these
condensed financial statements.
4. Staff costs
The average number of employees was 2 (2015: 2) over the period
and the only staff costs were directors' remuneration of GBP36,000
(2015: GBP24,000).
5. Operating loss
The Company's operating loss includes auditor's remuneration in
respect of the statutory audit of GBP13,800 (including VAT) (2015:
GBP11,400 (including VAT)). In addition, Rees Pollock provided
other non-audit services of GBP6,000 (including VAT) (2015:
GBP9,000 (including VAT)).
6. Income tax expense
(a) Analysis of charge in the period
Current Tax Year ended 11 November 2014 to
31 December 2016 31 December 2015
GBP
GBP
UK corporation tax based on the results for the year - -
Total current tax - -
------------------ --------------------
(b) Factors affecting the tax charge for the period
The tax assessed for the period does not reflect a credit
equivalent to the loss before tax multiplied by the standard rate
of corporation tax of 20% (2015: 21%).
Year ended 11 November 2014 to
31 December 2016 31 December 2015
GBP GBP
(Loss) before tax (62,420) (448,691)
(Loss) before tax multiplied by the standard rate of corporation tax (12,484) (94,225)
Expenses disallowed for tax purposes 52,898 73,178
Non-taxable recovery of disallowed costs (68,731) -
Tax losses carried forwards 28,317 21,047
Total current tax for the period - -
------------------ --------------------
Total (losses) carried forward against future profits (241,810) (100,225)
------------------ --------------------
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 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 GBP62,420, divided by
the weighted average issued ordinary shares in the period of
17,250,000 (2015: GBP448,691 divided by the weighted average issued
ordinary shares in the period of 12,537,805).
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. The company
has no dilutive instruments in existence.
8. Other receivables
31 December 2016 31 December 2015
GBP GBP
Other receivables 115,641 -
----------------- -----------------
Under the terms of the heads of terms agreement with Kibo Mining
plc ("Kibo") on 23 September 2016, Opera agreed to undertake due
diligence and incur costs associated with the Potential Transaction
as discussed in the Strategic Report. In this agreement, the
liability of such costs to Opera was capped at GBP25,000. As at 31
December 2016, the expenses that Opera had incurred but were
repayable to Opera by Kibo totalled GBP115,641 (2015: GBPnil).
9. Trade and other payables
31 December 2016 31 December 2015
GBP GBP
Trade payables 66,818 113,671
Accruals 66,467 57,344
----------------- -----------------
133,285 171,015
----------------- -----------------
10. Issued share capital
Authorised, allotted and called up share capital:
Year to 31 Dec 2016 Year to 31 Dec 2016 11 Nov 14 to 31 11 Nov 14 to 31 Dec
Dec 2015 2015
GBP Number GBP Number
At 1
January/incorporation 172,500 17,250,000 - -
Change in period - - 172,500 17,250,000
-------------------- -------------------- -------------------- ---------------------
Ordinary shares of
GBP0.01 each in issue 172,500 17,250,000 172,500 17,250,000
-------------------- -------------------- -------------------- ---------------------
11. Financial Instruments
There were no financial instruments not recognised in the
statements of financial position of the Company. Financial assets
and liabilities were held as follows:
31 December 31 December
2016 2015
GBP GBP
Assets
Cash 597,664 813,455
Other debtors 115,641 -
Total Financial Assets 713,305 813,455
------------ ------------
Liabilities
Trade and other payables 133,285 171,015
Total financial liabilities 133,285 171,015
------------ ------------
The Directors consider that the carrying value of the financial
assets and liabilities approximates to their fair value.
Financial risk management objectives and policies
The Company's activities expose it to a variety of financial
risks: credit risk, liquidity risk and cash flow interest-rate
risk. These risks are limited by the Company's financial management
policies and practices described below:
(a) Credit risk
As the Company had no revenue during the period, there is no
significant concentration of credit risk. The Company does not
currently have written credit risk management policies or
guidelines. As discussed in note 8 the company has receivables due
from Kibo. None of these amounts are overdue, and no impairment
provision has been recognised. As the Company holds no collateral
in expect of these amounts, the total disclosed in note 8
constitutes the Company's credit risk in respect of these
amounts.
The Company's cash is held in a reputable bank. The carrying
amount of these financial assets represent the maximum credit
exposure.
(b) Liquidity risks
The Company currently has no operational revenue streams other
than the recovery of certain deal costs. Operational cash flow
represents the ongoing administrative costs net of such recoveries.
The group manages its liquidity requirements by the use of long and
short term cash flow forecasts. The Company's policy is to ensure
facilities are available as required and to issue share capital in
accordance with long and short term cash flow forecasts. As at 31
December 2016 the Company has no undrawn facilities (2015: GBPnil).
The Company actively manages its working finance to ensure it has
sufficient funds for operations and planned expansion. The
Company's financial liabilities are primarily trade payables and
accruals. All amounts are due for payment in accordance with agreed
settlement terms.
(c) Cash flow and fair value interest rate risks
The Company has no interest-bearing liabilities. Interest rates
on bank deposits are based on the relevant national inter-bank
offered rates. The Company has no fixed interest rate assets.
The main financial risks for the Company are given on page 4 in
the Strategic Report.
The Company's only foreign denominated assets and liabilities
are accruals of GBP4,347 (2015: GBPnil) denominated in Euros. Given
the low quantum of such foreign currency exposure the directors do
not currently have any hedging arrangements in place to manage such
risk, but will keep this under review as the Company develops.
No interest is charged on other receivables, trade payables or
other payables, none of which represent in substance a financing
transaction. Cash deposits earn interest at prevailing bank deposit
rates. The directors are of the view that no differential between
the fair value and carrying value of these assets and liabilities
arises.
(d) Capital risk management
The Company defines capital as the total equity of the Company.
The Company manages its capital to ensure that it will be able to
continue as a going concern, while maximising the return to
shareholders through the optimisation of debt and equity balances.
The Company manages its capital structure and makes adjustments to
it, in the light of changes in economic conditions. To maintain or
adjust its capital structure, the Company may adjust the amount of
dividends to shareholders, issue new shares or return capital to
shareholders, and raise debt or sell assets to reduce debt.
12. Related parties
As set out in the Company's prospectus dated 22 April 2015, HD
Capital Partners Ltd entered into a Corporate Advisor Mandate which
began in May 2015 with the Company on the Listing for the provision
of a number of corporate and administrative services to the
Company. The amount paid in the year was GBP24,000 (2015:
GBP16,000) plus VAT.
Mr Paul Dudley, Chairman of Opera Investments plc is also a
director of HD Capital Partners Ltd.
No directors' expenses were due at year end. In the period, Paul
Dudley incurred costs on behalf of the Company of GBP14,959 (2015:
GBP17,559) directly associated with due diligence which were repaid
by the Company. In the period, Myles Campion incurred costs on
behalf of the Company of GBP14,656 (2015: GBP5,924) directly
associated with due diligence and the Company's operations which
were repaid by the Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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