Final Results
April 04 2007 - 9:48AM
UK Regulatory
RNS Number:4326U
Kanyon PLC
04 April 2007
Kanyon Plc
Accounts for the Period ended 31 January 2007
Highlights
* The proposed acquisition of Solar Labs plc
* Current cash resources of #3.3m and up to #3.9m post acquisition of Solar
Labs plc
* The Board is confident of progress in 2007
Chairman's Statement
Your company was established in June 2006 and was admitted to trading on AIM in
October of that year with a net #3.32 million raised in cash and a stated
strategy of seeking investments in or acquiring assets, businesses or companies
in the resources sectors.
The Company reported a loss before tax for the period from incorporation on 13
June 2006 to 31 January 2007 of #2,000 and total equity shareholders funds at
the period end amounted to #3.39 million including cash balances of #3.38
million.
I am delighted to inform you that your Board announced on 28 March 2007 that,
subject to your approval, the Company is proposing to acquire the entire issued
share capital of Solar Labs Plc ("Solar Labs"). Solar Labs is currently a start
up business with the objective of harnessing a diverse range of technologies to
support the development of complete and economically viable solar energy
solutions.
The total consideration payable for Solar Labs of approximately #4.34 million
will be satisfied by the issue of 433,841,307 new Ordinary Shares. The new
Ordinary Shares will be issued at 1 pence per share at a 3.75 pence discount to
the mid market closing price of 4.75 pence per Ordinary share on 27 March
2007.The consideration shares will rank pari passu with the existing Ordinary
Shares.
On completion of the acquisition, it is proposed that two of Solar Labs'
directors, David Norwood and Alan Aubrey, will join your Board. At that time, I
will change my role from that of non executive Chairman to that of non-executive
director and David will take on the role of non-executive Chairman.
Solar energy has the theoretical potential to meet global energy requirements
many times over. The energy reaching the earth's surface from the sun exceeds
human power consumption by over five thousand times. In maximising the capture
of solar energy for human exploitation, the Directors see the potential for many
parallel solar-based energy industries to co-exist, each meeting different
energy needs using tailored methods of capture, transition, delivery and
consumption.
Solar Labs aims to become a leading developer and provider of technology
solutions to the solar energy industries and may use a combination of research
collaborations, organic development and acquisitions to develop a portfolio of
intellectual property rights within solar energy. As part of this process, Solar
Labs will leverage its considerable experience in the development of
collaborations with academic research intuitions to commercialise intellectual
property and also expects to benefit significantly from the experience and
expertise of its chief scientific adviser, Prof. Peter Dobson.
Your company had audited net assets of #3.30 million as at 31 January 2007
represented almost entirely by cash balances and Solar Labs had unaudited net
assets of #0.6 million at 31 January 2007 also represented almost entirely by
cash balances. The enlarged Group will therefore have net assets of
approximately #3.90 million after transaction costs of the deal to meet its
ongoing investment strategy which your Board will pursue whilst continuing to
maintain a low cost structure for the Company.
Following completion of the acquisition your Directors will continue to identify
opportunities they believe fulfill the Company's original objectives of
investing in the energy and resources sectors but the focus will be in the field
of renewable energies and solar energy solutions which are complementary to the
Company's enlarged business.
I am confident that your Company will make considerable progress in its
development during 2007.
Matthew Sutcliffe
Non-Executive Chairman
KANYON PLC
INCOME STATEMENT
For the period from incorporation on 13th June 2006 to 31 January 2007
Notes 2007
#'000
Administrative expenses 52)
________
OPERATING LOSS (52)
Interest receivable 50
________
(2)
LOSS BEFORE TAXATION
Taxation -
________
RETAINED LOSS FOR THE PERIOD (2)
========
LOSS PER SHARE
Basic and diluted 0.00 p 2 0.00p
======= =======
STATEMENT OF CHANGES IN EQUITY
For the period from incorporation on 13th June 2006 to 31 January 2007
Share Share Retained Total
Capital Premium Earnings Equity
#'000 #'000 #'000
At 13th June 2006 - - -
Issue of shares 450 3,150 - 3,600
Expenses of issue of - (213) - (213)
shares
Net loss for the year - - (2) (2)
________ ________ ________ ________
At 31 January 2007 450 2,937 (2) 3,385
======= ======= ======= =====
KANYON PLC
BALANCE SHEET
31 January 2007
Notes 2007
#'000
ASSETS
Current assets
Trade and other receivables 21
Cash and cash equivalents 3,381
________
TOTAL ASSETS 3,402
________
LIABILITIES
Current liabilities
Trade and other payables (17)
Tax liabilities -
________
TOTAL LIABILITIES (17)
________
NET ASSETS 3,385
========
EQUITY
Issued capital 3 450
Share premium 2,937
Revenue reserve (2)
________
TOTAL EQUITY SHAREHOLDERS' FUNDS 3,385
========
KANYON PLC
CASH FLOW STATEMENT
For the period from incorporation on 13th June 2006 to 31 January 2007
2007
#'000
OPERATING ACTIVITIES
Operating loss (52)
(Increase) in trade and other receivables (7)
Increase in trade and other payables 17
________
Net cash outflow from operations (42)
________
FINANCING ACTIVITIES
Proceeds from issue of share capital 3,600
Expenses of issue of share capital (213)
Interest received 36
________
Net cash inflow from financing activities 3,423
________
INCREASE IN CASH
AND CASH EQUIVALENTS 3,381
Cash and cash equivalents at 13th June 2006 -
CASH AND CASH EQUIVALENTS ________
AT 31 JANUARY 2007 3,381
========
KANYON PLC
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
Basis of accounting
The financial statements have been prepared under the historical cost convention
in accordance with International Financial Reporting Standards ("IFRS").
2. EARNINGS PER SHARE
Basic earnings per share is based on the net loss for the period of #2,000
attributable to equity shareholders related to the weighted average number of
ordinary shares in issue during the period of 248,491,380. Fully diluted
earnings per share is the same as basic earnings per share.
3. SHARE CAPITAL
2007 2007
Number #'000
Authorised:
Ordinary shares of 0.1p 1,000,000,000 1,000,000
Allotted, issued and
fully paid
Ordinary shares of 0.1p 450,000,000 450
============= =========
The Company was incorporated on 13 June 2006, on which date the authorised share
capital was #1,000,000 divided into 100,000,000 shares of 0.1p each, 2 of which
were issued at par value.
On 3 August 2006 the Company allotted and issued 99,999,998 shares of 0.1p each
for cash at par value.
On 10 October 2006 the Company placed 350,000,000 shares of 0.1p each on the
Alternative Investment Market (AIM) each at a price of 1p, resulting in a share
premium of #3,150,000.
4. RELATED PARTY TRANSACTIONS
Trading transactions
During the period the Company entered into the following transactions with Ora
Capital Partners Plc which as at 31 January 2007 holds 52.3 per cent. of the
Company's issued share capital:
2007
#'000
Management consultancy fees charged Ora Capital Partners Plc in the period 5
Amounts owed to Ora Capital Partners Plc at the period end 1
======
RELATED PARTY TRANSACTIONS (Continued)
Directors' transactions
Directors' remuneration. The remuneration of the individual directors is
provided in the Directors' Report.
Directors' interests in Ora Capital Partners Plc .The directors had investments
in Ora as follows as at 31 January 2007:
Director % of issued share
capital of Ora held
Matthew L Sutcliffe 0.14%
Michael A Bretherton 0.08%
Byron D Lloyd 0.07%
Michael Bretherton is also a director of Ora Capital Partners Plc.
5. SUBSEQUENT EVENTS
The Board announced on 28 March 2007 that, subject to shareholder approval, the
Company is
proposing to acquire the entire issued share capital of Solar Labs Plc. Solar
Labs is currently a start-up business with the objective of harnessing a diverse
range of technologies to support the
development of complete and economically viable solar energy solutions.
The total consideration payable for Solar Labs of approximately #4.3 million
will be satisfied by the issue of 433,841,307 new Ordinary Shares. The new
Ordinary Shares will be issued at 1 pence per share at a 3.75 pence discount to
the mid market closing price of 4.75 pence per Ordinary share on 27 March
2007.The consideration shares will rank pari passu with the existing Ordinary
Shares.
Under the terms of a deed of amendment dated 28 March 2007, Matthew Sutcliffe
agreed that the option granted to him on 3 October 2006 be amended so that it is
an option to subscribe for
1,250,000 Ordinary Shares (not 5,000,000 Ordinary Shares) and that it now is
exercisable when the Company, or any subsidiary, has acquired shares or other
assets in accordance with the Company's ongoing investment strategy in the
energy and resources sectors (where the focus will now be in the field of
renewable energies and solar energy solutions) and where the aggregate
consideration paid by the Company exceeds #3,000,000.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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