31 July 2017
LIMITLESS EARTH PLC
("Limitless" or the "Company")
Final Results and
Notice of AGM
The Company announces its final results for the year to
31 January 2017, a copy of which,
together with notice of its Annual General Meeting (“AGM”), has
today been sent to all shareholders.
The Company’s AGM has been convened at 11.00 a.m. at 30 Percy Street, London W1T 2DB on 12th
September 2017.
For further information, please
contact:
Limitless Earth plc
+44 7780 700 091
Guido Contesso
www.limitlessearthplc.com
Cairn Financial Advisers LLP
+44 20 7213 0880
Nominated Adviser
www.cairnfin.com
Jo Turner/Tony Rawlinson
Peterhouse Corporate Finance
Limited +44 20 7469 0930
Broker
www.pcorpfin.com
Peter Greensmith/Charles Goodfellow
Chairman’s statement
Our focus is on identifying
opportunities built on a strategy of demographic trend investing,
where the changing patterns of consumer behaviour and population
are key drivers of growth, and to target investments which show the
potential to generate returns through capital
appreciation.
Within the broader field of demographic
trend investing, the board is initially concentrating on cleantech,
life sciences and technology as core sectors. The board is
acutely aware of the importance of making the right investment in
the right sector at the right time. Accordingly, the board rejects
most of the investment opportunities presented to it and considers
it a strength of the board to be able to source a broad range of
attractive opportunities and chose only the best of these. To
date we have made five investments into four companies in these
sectors and the nature of our investment has varied from equity
through to convertible loans. The company is well funded with
cash and cash equivalents at the reporting date of £1,141,584 which
supports it being selective.
During the period under review, we made
one investment into nano technology and made a net loss on
operations of £142,108 (2016: 175,299). More recently,
we are very pleased to have made a further investment in Saxa Gres
S.p.A and to have converted our investment in V-Nova. Saxa
Gres is a specialist waste recycling industrial business that
produces high quality tiles having been acquiring in a distressed
turnaround. In respect of V-Nova, we converted our investment
following V-Nova’s public announcements which include, inter alia,
Eutelstat, the biggest European Satellite operator, becoming a
minority shareholder in the company, Thaicom selecting the
company’s technology for their UHD services and the rate of growth
of its business in India.
Both these companies are gathering
momentum in their fields and we look forward to watching how these
investments develop.
Guido
Contesso
Chief Executive Officer
Independent Auditors’ Report
to the members of Limitless Earth plc
We have audited the financial statement of Limitless Earth Plc
for the year ended 31 January 2017,
which comprise the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Cash Flows, Statement of Changes
in Equity and related notes. The financial reporting
framework that has been applied in the preparation of the financial
statements is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union and as applied
in accordance with provisions of the Companies Act 2006.
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 more fully explained 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
(APB’s) Ethical Standards for Auditors.
Scope of the audit of the financial
statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Company’s circumstances and have been
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the Directors; and the
overall presentation of the financial statements. In addition, we
read all financial and non-financial information in the Chairman’s
Statement, Strategic Report, and Report of the Directors to
identify any information that is apparently materially incorrect
based on, or materially inconsistent with the knowledge acquired by
us in the course of performing the audit. If we become aware of any
apparent material misstatements or inconsistencies we consider the
implication for our report.
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 January 2017 and of the
Company’s 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 information given in the Strategic Report,
the Report of the Remuneration Committee and Director’s Report for
the financial year for which the financial statements are prepared
is consistent with the financial statements, and the Strategic
Report and Directors Report have been prepared in accordance with
the applicable legal requirements. In light of our knowledge
and understanding of the Company and its environment obtained in
the course of the audit, we have not identified material
misstatements in the Strategic Report and 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 including the Strategic 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
Bradley-Hoare (Senior Statutory
Auditor)
For and on behalf of Welbeck
Associates
Chartered Accountants and Statutory Auditor
30 Percy Street
London
W1T 2DB
Statement of Comprehensive Income
for the year ended 31 January
2017
|
|
|
|
|
|
Year
to
31 January |
Year
to
31 January |
|
|
2017 |
2016 |
Continuing operations |
|
£ |
£ |
|
|
|
|
Administrative expenses |
|
(185,244) |
(180,821) |
Operating loss |
|
(185,244) |
(180,821) |
Finance
Income |
|
43,136 |
5,522 |
Loss
before taxation |
|
(142,108) |
(175,299) |
|
|
|
|
Taxation |
|
- |
- |
Loss
for the financial position |
|
(142,108) |
(175,299) |
|
|
|
|
Total
Comprehensive loss for the year |
|
(142,108) |
(175,299) |
|
|
|
|
Loss per
share: |
|
|
|
Basic and
diluted loss per share |
|
(0.22p) |
(0.27p) |
There are no items of other comprehensive income.
Statement of Financial Position
As at 31 January 2017
|
|
|
|
|
|
2017 |
2016 |
|
|
£ |
£ |
|
|
|
|
Current
assets |
|
|
|
Investments |
|
1,296,443 |
1,088,341 |
Trade and other
receivables |
|
45,102 |
- |
Cash and cash
equivalents |
|
1,141,584 |
1,530,404 |
|
|
2,483,129 |
2,618,745 |
|
|
|
|
Total
Assets |
|
2,483,129 |
2,618,745 |
|
|
|
|
Current
Liabilities |
|
|
|
Trade and other
payables |
|
(81,482) |
(74,990) |
|
|
|
|
Net Assets |
|
2,401,647 |
2,543,755 |
|
|
|
|
|
|
|
|
Equity |
|
|
|
Issued Share
Capital |
|
654,000 |
654,000 |
Share Premium |
|
2,350,630 |
2,350,630 |
Share warrant
reserve |
|
14,095 |
14,095 |
Retained Earnings |
|
(617,078) |
(474,970) |
Total
Equity |
|
2,401,647 |
2,543,755 |
Statement of Changes in Equity
for the year ended 31 January
2017
|
Share
capital |
Share
premium |
Share
warrant reserve |
Retained earnings |
Total |
|
£ |
£ |
£ |
£ |
£ |
Changes in Equity for the period ended 31 January 2016 |
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
Loss for
the year |
- |
- |
- |
(175,299) |
(175,299) |
Total
Comprehensive loss for the year |
- |
- |
- |
(175,299) |
(175,299) |
Transactions with owners |
|
|
|
|
|
Warrant
cancellation |
- |
28,190 |
(28,190) |
- |
- |
At 31
January 2016 |
654,000 |
2,350,630 |
14,095 |
(474,970) |
2,543,755 |
|
|
|
|
|
|
Changes in Equity for the period ended 31 January 2017 |
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
Loss for
the year |
- |
- |
- |
(142,108) |
(142,108) |
Total
Comprehensive loss for the year |
- |
- |
- |
(142,108) |
(142,108) |
Transactions with owners |
|
|
|
|
|
At 31
January 2017 |
654,000 |
2,350,630 |
14,095 |
(617,078) |
2,401,647 |
|
|
|
|
|
|
Statement of Cash Flows
for the year ended 31 January
2017
|
|
Year
to
31 January |
Year
to
31 January |
|
|
2017 |
2016 |
|
|
£ |
£ |
Cash
flows from operating activities |
|
|
|
Net cash
outflow from operating activities |
|
(223,854) |
(118,331) |
|
|
|
|
Cash
flows from investing activities |
|
|
|
Finance
income received net |
|
43,136 |
5,522 |
Investments |
|
(208,102) |
(1,088,341) |
Net
cash outflow from investing activities |
|
(164,966) |
(1,082,819) |
|
|
|
|
Cash
flows from financing activities |
|
|
|
Gross
proceeds from share issues |
|
- |
- |
Share
issue expenses |
|
- |
- |
Net
cash from financing activities |
|
- |
- |
|
|
|
|
Net
decrease in cash and cash equivalents during the year |
|
(388,820) |
(1,201,150) |
|
|
|
|
Cash at
the beginning of year |
|
1,530,404 |
2,731,554 |
|
|
|
|
Cash
and cash equivalents at the end of the year |
|
1,141,584 |
1,530,404 |
Notes to the financial statements
1.GENERAL INFORMATION
Limitless Earth Plc is a company incorporated and domiciled in
the United Kingdom. The Company is
a public limited company, which is listed on the AIM market of the
London Stock Exchange. The address of the registered office is 30
Percy Street, London, W1T 2DB.
The Investing Policy is to invest principally, but not
exclusively, in sectors where changing demographic factors are
important drivers of growth. The Company intends to focus initially
on projects located in Europe but
will also consider investments in other geographical regions. The
Company may become an active investor, acquire controlling stakes
or minority positions, in each case, as the Board considers
appropriate and commercial.
The summary of the financial information included within this
announcement have been extracted from the Company’s Report and
Accounts for the financial year to 31
January 2017 and these should be read in full. References to
notes and page numbers included within the extracts are likely to
be wrong and must be read in context of the full accounts which can
be found on the Company’s website www.limitlessearthplc.com.
The financial statements are presented in British Pounds
Sterling, the currency of the primary economic environment in which
the Company’s operates from.
2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The principal accounting policies applied in the preparation of
these financial statements are set out below. The policies have
been consistently applied throughout the period, unless otherwise
stated.
Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) and IFRIC
interpretations as adopted by the European Union applicable to
companies reporting under IFRSs. The financial statements
have also been prepared under the historical cost convention.
The financial statements are presented in pounds sterling (“£”)
which is also the functional currency of the Company.
The preparation of financial statements in conformity with IFRSs
requires the use of certain critical accounting estimates. It
also requires management to exercise its judgement in the process
of applying the Company’s accounting policies. The areas
involving a higher degree of judgement or complexity, or areas
where assumptions and estimates are significant to the financial
statements are disclosed later in these accounting policies.
Going Concern
The directors have, at the time of approving the financial
statements, a reasonable expectation that the Company has adequate
resources to continue in existence for the foreseeable
future. Thus they continue to adopt the going concern basis
of accounting in preparing the financial statements.
3.Critical accounting judgments and estimations
The preparation of the financial statements in conformity with
IFRS requires the use of estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the reporting period. Although these estimates are
based on management’s best knowledge of the amounts, events or
actions, actual results ultimately may differ from these
estimates.
Estimates and judgements are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
circumstances.
In certain circumstances, where fair value cannot be readily
established, the Company is required to make judgements over
carrying value impairment, and evaluate the size of any impairment
required.
Investment Valuation
The Company holds investments that have been designated as held
for trading on initial recognition. Where practicable the Company
determines the fair value of these financial instruments that are
not quoted (Level 3), using the most recent bid price at which a
transaction has been carried out. These techniques are
significantly affected by certain key assumptions, such as market
liquidity. Other valuation methodologies such as discounted
cash flow analysis assess estimates of future cash flows and it is
important to recognise that in that regard, the derived fair value
estimates cannot always be substantiated by comparison with
independent markets and, in many cases, may not be capable of being
realised immediately.
4.Loss per share
(a) Basic
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
|
2017 |
2016 |
£ |
£ |
|
|
|
Loss from continuing
operations attributable to equity holders of the company |
(142,108) |
(175,299) |
Weighted average
number of ordinary shares in issue |
65,400,000 |
65,400,000 |
|
Pence |
Pence |
Basic (loss) per share
from continuing operations |
(0.22) |
(0.27) |
(b) Diluted
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. No share
warrants outstanding at 31 January
2017 were dilutive and all such potential ordinary shares
are therefore excluded from the weighted average number of Ordinary
shares for the purposes of calculating diluted earnings per share.
Details of warrants outstanding are given in note 15.
5.Posting of accounts and notice of AGM
The Company has today posted a copy of the Report and Accounts
for the year ended 31 January 2017 to
all shareholders together with a notice of the Company’s annual
general meeting (“AGM”).
The AGM has been convened at 11.00
a.m. at 30 Percy Street, London W1T 2DB on 12th
September 2017.