TIDMMNCS
RNS Number : 4072A
MNC Strategic Investments PLC
22 December 2014
MNC Strategic Investments Plc
("MNCS" or the "Company")
Half YearResults for the six months ended 30 September 2014
Chairman's Statement
Overview
Following the restructuring exercise that commenced in June
2014, Michelle Lai left the Board of the Company, and was replaced
by Ajay Rajpal as Chairman and Edward Ng as a non-executive
director. The Company successfully secured new investment of
GBP556,000 in July 2014. This new investment was by way of a
subscription for new shares and the issue of convertible loan
notes. This enabled the Company to reach compromise agreements with
its creditors, which reduced the Company's liabilities, and
strengthened the balance sheet. The Company also completed a share
reorganisation at this time. These changes provided a stable
platform for the Company to move forward.
The effect of the creditor write-off under the compromise
agreements resulted in a reported profit before tax of
HKD15,166,000.
Following a general meeting of shareholders in July 2014, the
Company had disposed of its trading subsidiaries to Majestic Hall
Investments Limited, a company owned and controlled by former
director Michelle Lai. The Company became an investing company on
AIM with effect from the cessation of the education services
business on 3 January 2014. Also, at the general meeting, the
shareholders approved an investing policy for the Company, and the
Board has been seeking suitable investments in line with this
approved investing policy.
Outlook
The Company continues to seek opportunities in line with the
Company's approved investing policy. It is anticipated that the
company will seek to make some investments in the near future, and
further announcements in this regard will be made as
appropriate.
Ajay Rajpal
Non-Executive Chairman
For further information:
MNC Strategic Investments Plc
Ajay Rajpal, Chairman (0)7932 999999
SPARK Advisory Partners Limited - Nominated Adviser
Neil Baldwin / Mark Brady 0113 370 8974
SI Capital Limited - Broker
Andy Thacker / Nick Emerson 01483 413510
MNC Strategic Investments Plc
Comprehensive Income Statement
For the six months to 30 September 2014
Notes 6 Months 6 Months Year to
to to 31 March
30 September 30 September 2014
2014 2013 Audited
Unaudited Unaudited
HKD'000 HKD'000 HKD'000
Other income 4 16,233 - -
Impairment losses on investment
and amount due from a
subsidiary - - (58,337)
Share-based payment expenses
other than employee share
option expenses (221) (935) (1,623)
Employee benefits expenses (80) (555) (852)
Other operating expenses (127) (152) (400)
Professional fees (763) (678) (1,913)
Finance costs (79) (110) (548)
Foreign exchange gains
/ (losses) 203 (83) (218)
---------- ---------- ----------
Profit / (Loss) before
tax 15,166 (2,513) (63,891)
Income tax expenses - - -
---------- ---------- ----------
Profit / (Loss) for the
period 15,166 (2,513) (63,891)
Other comprehensive profit - - -
/ (loss) for the period
---------- ---------- ----------
Total comprehensive profit
/ (loss) for the period 15,166 (2,513) (63,891)
Profit / (Loss) per share
From continuing operations:-
Basic HKD 5 51.27 (10.19) (258.98)
Diluted HKD 24.06 (10.19) (258.98)
MNC Strategic Investments Plc
Statement of Financial Position
As at 30 September 2014
Notes As at As at As at
30 September 30 September 31 March
2014 2013 2014
Unaudited Unaudited Audited
HKD'000 HKD'000 HKD'000
Non-current assets
Investment in subsidiaries 9 - 26,795 -
---------- ---------- ----------
- 26,795 -
---------- ---------- ----------
Current assets
Other receivables, deposits - 82 -
and prepayments
Amount due from a subsidiary - 19,509 -
Cash and cash equivalents 3,522 5 28
---------- ---------- ----------
3,522 19,596 28
---------- ---------- ----------
Total assets 3,522 46,391 28
Equity and liabilities
Share capital 11 30,010 30,009 30,009
Share premium 33,174 32,407 32,407
Share option reserve 6,372 6,939 6,152
Option premium on convertible
notes 10 1,588 - 272
Accumulated losses (73,647) (27,899) (88,813)
---------- ---------- ----------
Total equity (2,503) 41,456 (19,973)
---------- ---------- ----------
Current liabilities
Accounts and other payables 88 1,653 4,087
Loans from former ultimate
holding company 1,246 - 12,459
Amount due to directors 7 17 882 780
Liability portion of convertible
loan notes 10 - 2,400 2,675
---------- ---------- ----------
1,351 4,935 20,001
---------- ---------- ----------
Non-current Liabilities
Liability portion of convertible
loan notes 10 4,674 - -
---------- ---------- ----------
---------- ---------- ----------
Total equity and liabilities 3,522 46,391 28
MNC Strategic Investments Plc
Statement of Cash Flows
For the six months to 30 September 2014
Notes 6 Months 6 Months Year to
to to 31 March
30 September 30 September 2014
2014 2013 Audited
Unaudited Unaudited
HKD'000 HKD'000 HKD'000
Cash flows from operating activities
Net cash from operating activities 8 (3,535) (364) (221)
---------- ---------- ----------
Cash flows from investing activities
Increase in amount due from
a subsidiary - (2,032) (2,891)
---------- ---------- ----------
Cash flows used in investing
activities - (2,032) (2,891)
---------- ---------- ----------
Cash flows from financing activities
Proceeds from issue of convertible
notes 6,261 2,400 2,400
Issue of shares
Advanced from former ultimate
holding company 768 - 739
---------- ---------- ----------
Net cash generated from financing
activities 7,029 2,400 3,139
---------- ---------- ----------
Net change in cash and cash
equivalents 3,494 4 27
Cash and cash equivalents at
beginning of period 28 1 1
---------- ---------- ----------
Cash and cash equivalents at
end of period 3,522 5 28
Represented by:
Bank balances and cash 3,522 5 28
Bank overdraft, unsecured - - -
---------- ---------- ----------
3,522 5 28
MNC Strategic Investments Plc
Statement of Changes in Equity
For the six months to 30 September 2014
Option
Premium Equity-settled
On share-based
Share Share convertible payments Accumulated
Capital Premium loan notes reserves Losses Total
HKD'000 HKD'000 HKD'000 HKD'000 HKD'000 HKD'000
Balance at 31
March 2013 and
1 April 2013 30,009 32,407 - 5,615 (25,461) 42,570
-------- ---------- ---------- ------------ ------------ ------------
Loss for the period - - - - (2,513) (2,513)
Equity-settled
share-based payments:
- grant of share
options - - - 1,544 - 1,544
- forfeiture
of share options - - - (220) 75 (145)
-------- ---------- ---------- ---------- ---------- ----------
Balance at 30
September 2013 30,009 32,407 - 6,939 (27,899) 41,456
-------- ---------- ---------- ------------ ------------ ------------
Loss for the period - - - - (61,378) (61,378)
Issue of convertible
loan notes - - 272 - - 272
Equity-settled
share-based payments:
- forfeiture
of share options - - - (787) 464 (323)
-------- ---------- ---------- ------------ ------------ ------------
Balance at 31
March 2014 30,009 32,407 272 6,152 (88,813) (19,973)
-------- ---------- ---------- ------------ ------------ ------------
Profit for the
period - - - - 15,166 15,166
Issue of convertible
Loan Notes - - 1,588 - - 1,588
Extinguishment
of convertible
loan notes - - (272) - - (272)
Equity-settled
share-based payments:
- grant of share
options - - - 220 - 220
Shares issued
during the period 1 767 - - - 768
-------- ---------- ---------- ------------ ------------ ------------
Balance at 30
September 2014 30,010 33,174 1,588 6,372 (73,647) (2,503)
-------- ---------- ---------- ------------ ------------ ------------
MNC Strategic Investments Plc
Notes to the Financial Information
1. General Information
MNC Strategic Investments Plc (the "Company") is a public
limited company incorporated in England and Wales but domiciled in
Hong Kong with company number 07960668. The registered address is
Finsgate, 5- 7 Cranwood Street, London, United Kingdom EC1V 9EE and
the principal place of business is 7th Floor, Lippo Centre Tower
One, 89 Queensway, Hong Kong. The principal activity of the Company
is that of a holding company. The company is quoted on the AIM
market of the London Stock Exchange Plc (Symbol: MNCS).
2. Basis of Preparation
This half year report, which incorporates the financial
information of the Company, has been prepared using the historical
cost convention, on a going concern basis and in accordance with
International Financial Reporting Standards ("IFRS") as adopted by
the European Union, using accounting policies which are consistent
with those set out in the financial statements for the year ended
31 March 2014. This financial information for the six months ended
30 September 2014 has been approved by the Board.
As the Company had no subsidiaries at the period end, there is
no requirement to prepare group accounts and the comparatives on
this interim statement are those for the Company only.
3. Segmental Analysis
In the opinion of the directors, the Company has one class of
business, being that of a holding company. The Company's primary
reporting format is determined by the geographical segment
according to the location of its establishments. There is currently
only one geographic reporting segment, which is Hong Kong. All
revenues and costs are derived from the single segment.
4. Other income
Other income relates to the release and discharge of amounts due
to creditors under several compromise agreements entered into with
the Company's major creditors in June 2014.
5. Earnings per share
6 Months 6 Months Year to
to to 31 March
30 September 30 September 2014
2014 2013 Audited
Unaudited Unaudited
Earnings / (Loss) per ordinary
share - HKD
Basic 51.27 (10.19) (258.98)
Diluted 24.06 (10.19) (258.98)
Basic earnings per share has been calculated on the net basis on
the comprehensive profit after tax of HKD15,166,000 (31 March 2014
- loss HKD63,891,000; 30 September 2013- loss HKD2,513,000) using
the weighted average number of ordinary shares in issue of 295,814
(31 March 2014 and 30 September 2013 -246,706).
The weighted average number of ordinary shares in issue for the
year ended 31 March 2014 and for the six months ended 30 September
2013 has been adjusted to reflect the consolidation set out in note
11 below.
No diluted loss per share was presented for the year ended 31
March 2014 or for the six months ended 30 September 2013 as the
Company's convertible loan notes, share options and warrant were
anti-dilutive potential ordinary shares. The weighted average
number of ordinary shares for the purposes of the diluted earnings
per share for the six months ended 30 September 2014 is
630,330.
MNC Strategic Investments Plc
Notes to the Financial Information
6. Directors' remuneration
6 Months 6 Months Year to
to to 31 March
30 September 30 September 2014
2014 2013 Audited
Unaudited Unaudited HKD'000
HKD'000 HKD'000
Fees 80 555 852
------ ------ ------
80 555 852
7. Amount due to directors
The amount due to the directors is the remuneration of the
executive and non-executive directors.
MNC Strategic Investments Plc
Notes to the Financial Information
8. Cash used in operations
6 Months 6 Months Year to
to to 31 March
30 September 30 September 2014
2014 2013 Audited
Unaudited Unaudited HKD'000
HKD'000 HKD'000
Loss before taxation 15,166 (2,513) (63,891)
Adjustments for:
Finance costs 79 110 548
Share-based payment expenses
(including employee share-based
payment expenses) 221 935 1,623
Compromise agreements to settle (3,443) - -
convertible loan notes
Impairment loss on amount due
from and investment in a subsidiary - - 58,336
------------ ------------ ------------
12,023 (1,468) (3,384)
Decrease /(Increase) in accounts
and other receivables, deposits
and prepayments - 21 103
(Decrease)/Increase in other
payables (3,582) 675 2,754
(Decrease)/Increase in amount (11,213) - -
due to former ultimate holding
company
(Decrease)/Increase in amount
due to directors (763) 408 306
------------ ------------ ------------
Cash used in operations (3,535) (364) (221)
------------ ------------ ------------
9. Disposal of subsidiary
On 7 July 2014, the Company agreed to divest its interest in
LZYE Investment Limited to Majestic Hall Investments Limited, a
company in which a former ultimate controlling shareholder has
beneficial interest, for a nominal consideration.
10. Convertible loans
Kingsway Lion Spur Technology Limited ("KLST"), a subsidiary of
Sunwah Kingsway Capital Holdings Limited, and Ideal Team advanced
HK$1,788,000 and HK$4,596,000 respectively, by way of subscription
of convertible loan notes of the Company (the "2014 Notes"). The
2014 Notes are interest-free, unsecured and repayable on 30 June
2017. Both Ideal Team and KLST have the rights to convert the
principal amount of the 2014 Notes at any time into an aggregate
amount of 632,538 and 246,088 New Ordinary Shares, respectively, at
the exercise price of GBP0.565 per share.
The convertible loan notes issued in the year ended 31 March
2014 were fully settled during the interim period under several
compromise agreements with the Company.
11. Share Capital
On 7 July 2014 the existing ordinary shares of the Company
("Existing Shares") were consolidated into ordinary shares of GBP10
each on the basis of one new consolidated share ("New Consolidated
Share") for every 1,000 Existing Shares in issue. The New
Consolidated Shares of GBP10 each were then sub-divided into one
new ordinary share ("New Ordinary Share") of GBP0.001 each and one
new deferred share ("New Deferred Share") of GBP9.999 each. The New
Deferred Shares have special rights, and are subject to
restrictions, set out in the new article and association of the
Company.
The Company entered into an agreement with Ideal Team Ventures
Limited ("Ideal Team") for the subscription of a total of 105,726
New Ordinary Shares ("New Issue Shares") at an issue price of
GBP0.565 per New Ordinary Share. New Ordinary Shares and New Issue
Shares form the enlarged ordinary share capital of the Company (the
"Enlarged Share Capital"). After the issuance of New Issue Shares,
New Issue Shares represent 29.99% of the Enlarged Share
Capital.
12. The unaudited results for period ended 30 September 2014 do
not constitute statutory accounts within the meaning of Section 434
of the Companies Act 2006. The comparative figures for the period
ended 31 March 2014 have been extracted from the audited financial
statements which contained an unqualified audit report.
13. These interim financial statements will be, in accordance
with Rule 26 of the AIM Rules for Companies, available shortly on
the Company's website at www.mncs-inv.com, and will be available
from the Company's registered office : Finsgate, 5-7 Cranwood
Street, London EC1V 9EE,
This information is provided by RNS
The company news service from the London Stock Exchange
END
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