TIDMURA
RNS Number : 2828J
URA Holdings PLC
29 March 2018
29 March 2018
URA Holdings Plc
("URA" or "the Company")
Half Year Results
Six months ended 31 December 2017
URA Holdings Plc announces its Half Year Results for the six
months ended 31 December 2017.
Chairman's Statement
URA Holdings (formerly Uranium Resources plc), became an AIM
Rule 15 cash shell on 20 December 2017 pursuant to which it must
make an acquisition or acquisitions which constitute a reverse
takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) on or before 21
June 2018, or be re-admitted to trading on AIM as an investing
company under the AIM Rules (which requires the raising of at least
GBP6 million) failing which, the Company's New Ordinary Shares will
then be suspended from trading on AIM pursuant to AIM Rule 40.
Admission to trading on AIM would be cancelled six months from the
date of suspension should the reason for the suspension not have
been rectified.
URA is agnostic in relation to sectors but the Company will
focus on an acquisition that can create significant value for
shareholders in the form of capital growth and/or dividends. The
Company continues to assess various acquisition opportunities.
There are many companies seeking a listing via a reverse takeover
and the Directors remain confident of identifying a suitable
opportunity for URA.
The Directors continue to keep the Company's costs to a minimum
and are fully aligned with the rest of the Company's shareholders.
Melissa Sturgess is the beneficial owner of 8.3% and Peter Redmond
is the beneficial owner of 4.2% of the issued share capital of
URA.
Concurrent with becoming an AIM Rule 15 cash shell, the Company
completed the following corporate transactions/events in December
2017:
-- The sale of 100% of its Tanzanian Mtonya uranium exploration
interests to Estes Limited ("Estes"), the Company's largest
shareholder, for US$1.2 million. This sale value was 25% higher
than the top of the fair market range of Mtonya provided by
independent consultants. The sale consideration was applied in
partial settlement of the outstanding loans from Estes to the
Company.
-- A share capital reorganisation wherein the number of shares
on issue was reduced on a 15:1 basis with the New Ordinary Shares
(being shares on issue after the share capital reorganisation)
having a par value of GBP0.0015 each.
-- Capitalisation of the balance of the Estes loans with the
Company (US$870,000) into 9,280,000 New Ordinary Shares.
-- Amounts owing to directors (GBP35,000) were satisfied by the
issue of 7,777,778 New Ordinary Shares.
-- A private placement of 200,000,000 New Ordinary Shares that
raised GBP900,000 (gross) in working capital.
-- Appointed a new board consisting of Peter Redmond (Chairman),
Melissa Sturgess (Executive Director) and Alex Gostevskikh
(Non-executive Director).
-- Changed its name from Uranium Resources plc to URA Holdings plc.
Financial Results
The Company made a pre-tax loss from continuing operations for
the six months ended 31 December 2017 of US$250,000 (6 months ended
31 December 2016: US$245,000; Year ended 30 June 2017: profit of
US$79,000, mainly due to the write off of past remuneration due to
directors).
Outlook
Following completion of the disposal of Mtonya to Estes and the
other corporate events noted above, the Company has become an AIM
Rule 15 cash shell. The current Board will pursue a strategy
focusing on an acquisition that can create significant value for
shareholders in the form of capital growth and/or dividends.
Peter Redmond
Chairman
**S**
For further information please visit www.uraholdingsplc.co.uk or
contact:
Melissa Sturgess URA Holdings plc Tel: +44 (0)207 920
/ Peter Redmond 3150
Matthew Johnson Northland Capital Partners Tel: +44 (0)203 861
/ David Hignell Ltd 6625
Lucy Williams Peterhouse Corporate Tel: +44 (0)207 469
/ Heena Karani Finance Ltd 0931
Jos Simson / Tavistock (Financial Tel: +44 (0)207 920
Annabel de Morgan and Investor Relations) 3150
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR
THE SIX MONTHSED 31 DECEMBER 2017
Half-year Half-year Year Ended
ended ended
31 Dec 2017 31 Dec 2016 30 June
2017
(Unaudited) (Unaudited) (Audited)
US$'000s US$'000s US$'000s
Note
Continuing operations
Administrative expenses (137) (97) 138
Interest payable and foreign
exchange losses (47) (148) (59)
Share based payment expense (7) - -
------------- ------------- -----------
Profit/(loss) before taxation (191) (245) 79
Taxation 4 - - -
------------- ------------- -----------
Profit/(loss) for the period
from continuing operations (191) (245) 79
Discontinued operations
Loss after tax on discontinued
operations 3 (59) (44) (1,677)
------------- ------------- -----------
Loss for the period (250) (289) (1,598)
Other comprehensive income
Exchange currency translations 3,284 127 41
------------- ------------- -----------
Total comprehensive loss attributable
to the equity holders of the
parent 3,034 (162) (1,557)
------------- ------------- -----------
Loss for the period per share
(cents)
Basic and diluted 5 (0.39) (0.04) (0.21)
------------- ------------- -----------
UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT
31 DECEMBER 2017
Half-year Half-year Year Ended
ended ended
31 Dec 2017 31 Dec 2016 30 June
2017
(Unaudited) (Unaudited) (Audited)
US$'000s US$'000s US$'000s
Note
ASSETS
Non-current assets
Exploration & evaluation assets 6 - 2,786 1,200
------------- ------------- -----------
Total Non-current Assets - 2,786 1,200
------------- ------------- -----------
Current assets
Other receivables 17 - 8
Cash and cash equivalents 1,221 12 6
------------- ------------- -----------
Total Current Assets 1,238 12 14
------------- ------------- -----------
Total Assets 1,238 2,798 1,214
------------- ------------- -----------
LIABILITIES
Current liabilities
Borrowings 7 - (1,820) (1,912)
Trade and other payables (155) (381) (100)
------------- ------------- -----------
Total Current Liabilities (155) (2,201) (2,012)
------------- ------------- -----------
Total Liabilities (155) (2,201) (2,012)
------------- ------------- -----------
Net Assets 1,083 597 (798)
------------- ------------- -----------
EQUITY
Share capital 8 1,923 1,225 1,225
Share premium 23,209 21,776 21,776
Foreign exchange reserve (3,349) 21 (65)
Retained losses (20,700) (22,425) (23,734)
------------- ------------- -----------
Total Equity 1,083 597 (798)
------------- ------------- -----------
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE
SIX MONTHSED 31 DECEMBER 2017
Share Share Foreign Retained Total shareholders'
capital premium exchange losses equity
reserve
US$'000s US$'000s US$'000s US$'000s US$'000s
--------- --------- ---------- ----------- --------------------
As at 1 July 2016 1,225 21,776 (106) (22,136) 759
Total comprehensive
income - - 127 (289) (162)
--------- --------- ---------- ----------- --------------------
Balance at 31 December
2016 1,225 21,776 21 (22,425) 597
--------- --------- ---------- ----------- --------------------
As at 1 July 2017 1,225 21,776 (65) (23,734) (798)
Total comprehensive
income - - (3,284) 3,034 (250)
Net equity issued 698 1,433 - - 2,131
--------- --------- ---------- ----------- --------------------
Balance at 31 December
2017 1,923 23,209 (3,349) (20,700) 1,083
========= ========= ========== =========== ====================
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE SIX
MONTHSED 31 DECEMBER 2017
Half-year Half-year Year Ended
ended ended
31 Dec 2017 31 Dec 2016 30 June
2017
(Unaudited) (Unaudited) (Audited)
US$'000s US$'000s US$'000s
Operating activities
Profit/(loss) for the period (191) (245) 79
Salary payable write off - - (326)
Interest payable 8 6 14
Foreign exchange loss/(gain) 39 142 45
Share based payment 7 - -
(Increase) in receivables (17) - (8)
Increase in payables 93 28 89
------------- ------------- -----------
Net cash used in operating activities (61) (69) (107)
------------- ------------- -----------
Investing activities
Cash disposed on sale of subsidiaries (2) - -
Discontinued operations (30) (44) (93)
Net cash used in investing activities (32) (44) (93)
------------- ------------- -----------
Financing activities
Equity issue, net of costs 1,158 - -
Borrowings 150 98 183
------------- ------------- -----------
Net cash from financing 1,308 98 183
------------- ------------- -----------
Increase /(decrease) in cash
and cash equivalents 1,215 (15) (17)
Foreign exchange movements on
cash - 5 1
Cash and cash equivalents at
beginning of the period 6 22 22
------------- ------------- -----------
Cash and cash equivalents at
the end of the period 1,221 12 6
------------- ------------- -----------
NOTES TO THE UNAUDITED HALF-YEARLY FINANCIAL REPORT FOR THE SIX
MONTHSED 31 DECEMBER 2017
1. General information
URA Holdings Plc (formerly Uranium Resources Plc) ('the Company'
or 'URA') is domiciled in England. The condensed consolidated
half-year accounts of the Company for the six months ended 31
December 2017 comprise the Company and its subsidiaries held during
the period (together referred to as 'the Group'). As at 31 December
2017 the Company had completed the sale of all its subsidiaries
such that the Consolidated Statement of Financial Position as at 31
December 2017 only incorporates the parent company's accounts.
The condensed half-year accounts for the period 1 July 2017 to
31 December 2017 are unaudited. In the opinion of the Directors the
condensed half-year accounts for the period presents fairly the
financial position, and results from operations and cash flows for
the period in conformity with the generally accepted accounting
principles consistently applied. The condensed half-year accounts
incorporate unaudited comparative figures for the interim period 1
July 2016 to 31 December 2016 and the audited financial year ended
30 June 2017.
The financial information contained in this half-year report
does not constitute statutory accounts as defined by section 434 of
the Companies Act 2006.
The comparatives for the full year ended 30 June 2017 are not
the Company's full statutory accounts for that year. A copy of the
statutory accounts for that year has been delivered to the
Registrar of Companies. The auditors' report on those accounts was
unqualified and did not contain a statement under section 498 (2) -
(3) of the Companies Act 2006.
2. Accounting policies
The condensed half-year accounts have been prepared using
policies based on International Financial Reporting Standards (IFRS
and IFRIC interpretations) issued by the International Accounting
Standards Board ("IASB") as adopted for use in the EU. The
condensed half-year accounts have been prepared using the
accounting policies which are expected to be applied in the Group's
statutory financial statements for the year ending 30 June
2018.
Basis of preparation and going concern
At 31 December 2017 the Company had recently completed a
GBP900,000 (gross) equity raising while completing transactions
that extinguished all previous borrowings.
The existing cash funds provide the Group with sufficient
available resources to meet all of its commitments for the next 12
months and, accordingly these condensed half-year accounts are
prepared on a going concern basis.
Standards, amendments and interpretations effective in 2017:
The accounting policies adopted in the preparation of these
financial statements are consistent with those followed in the
preparation of the prior year's financial statements except for the
adoption of new standards and interpretations effective as of 1
July 2017. The Company has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet
effective:
-- IFRS 9 - Financial instruments (Effective 1 January 2018)
-- IFRS 15 - Revenue from Contracts with Customers (Effective 1 January 2018)
-- IFRS 16 - Leases (Effective 1 January 2019)
No pronouncements are expected to have a material impact on the
Group's earnings or shareholders' funds.
3. Discontinued operations
On 20 December 2017 the Company completed a sale to its largest
shareholder, Estes Limited (Estes), of the various subsidiaries
that owned all of the Group's Tanzanian located uranium exploration
assets. These subsidiaries are reported in this half-year report as
discontinued operations.
The sales consideration the Company received from this sale was
US$1,200,000 paid by way of a partial settlement of the Company's
loans from Estes. All existing liabilities owed by the discontinued
operations were absorbed by Estes. In addition the Company secured
warranties from Estes that Estes is responsible for any/all future
liabilities/contingent liabilities arising from the discontinued
operations.
The carrying amount of assets and liabilities of the
discontinued operations as at the date of sale were:
Consolidated
31 Dec 2017 30 June 2017
US$'000s US$'000s
------------ -------------
Exploration and evaluation
assets 1,200 1,200
Other receivables - 8
Cash 2 2
------------ -------------
Total assets 1,202 1,210
Trade creditors (27) (38)
------------ -------------
Net (liabilities)/assets 1,175 1,172
------------ -------------
Financial performance and cash-flow information
The financial performance and cash-flow information for the
discontinued operations are presented for 6 months ended 31
December 2017 with the comparative figures being the 12 months
ended 30 June 2017.
Financial performance from discontinued operations
Consolidated
31 Dec2017 30 June 2017
US$'000s US$'000s
Revenue - -
Expenses (27) (1,401)
----------------- -------------
Discontinued operations loss
before tax (27) (1,401)
Taxation - -
----------------- -------------
Loss after tax from discontinued
operations (27) (1,401)
Loss on the sale of discontinued
operations after transaction
costs (32) -
Loss for the period from discontinued
operations (59) (1,401)
----------------- -------------
Cash flows from discontinued operations:
Net cash outflows from operating
activities (30) (108)
Net cash outflows from investing
activities - (100)
Net cash outflows from financing
activities - -
----- ------
Net cash outflows (30) (208)
----- ------
4. Taxation
The Group no longer has an exposure to potential Tanzanian tax
issues following the sale of its Tanzanian subsidiaries in December
2017.
As at 31 December 2017 no tax losses, nor any provision for
future tax, have been recorded (31 December 2016 and 30 June 2017 -
$Nil).
5. Loss per share
The basic loss per share has been calculated using the loss for
the financial period of $250,000 (six months ended 31 December
2016: $289,000; year ended 30 June 2017: $1,598,000).
The weighted average number of shares on issue for the period
has been calculated on the basis of the number of equivalent New
Ordinary Shares that were on issue prior to the equity
reorganisation plus the New Ordinary Shares issued in the period;
giving a weighted average number of shares for the December 2017
half year of 63,555,888. Comparative period calculations for both
the half year ended December 2016 and the full year ended June 2017
are based on the average number of pre-reorganisation shares being
757,632,495.
A separate diluted loss per share has not been calculated
because any potentially dilutive shares would decrease the basic
loss per share, thus being anti-dilutive.
6. Exploration and evaluation assets
Half-year Half-year Year Ended
ended ended
31 Dec 2017 31 Dec 2016 30 June 2017
(Unaudited) (Unaudited) (Audited)
US$'000s US$'000s US$'000s
Cost and net book value
At beginning of period 1,200 2,800 2,800
Additions - 28 -
Foreign exchange - (42) (16)
Sale consideration (1,200) - -
Impairment - - (1,584)
-------------- ------------- --------------
Closing balance - 2,786 1,200
-------------- ------------- --------------
In December 2017 the Company completed the sale of 100% of its
Tanzanian located Mtonya uranium project to Estes for gross
consideration of US$1.2 million. The Company no longer holds any
exploration and evaluation assets.
7. Borrowings
Half-year Half-year Year Ended
ended ended
31 Dec 2017 31 Dec 2016 30 June
2017
(Unaudited) (Unaudited) (Audited)
US$'000s US$'000s US$'000s
Opening balance 1,912 1,715 1,715
Movements in period (1,912) 105 297
------------- ------------- -----------
Closing balance - 1,820 1,912
------------- ------------- -----------
In December 2017 and concurrent with the Company selling the
Mtonya uranium project the Company entered into an agreement with
its major shareholder, Estes Limited, for the balance owed under a
loan facility with Estes to be fully repaid. The loan was
extinguished by a combination of the sale proceeds from the sale of
Mtonya, with the balance including all outstanding interest being
converted into URA shares at a pre-reorganisation share issue price
of GBP0.005 per share.
8. Share capital
Half-year Half-year Year Ended
ended ended
31 Dec 2017 31 Dec 2016 30 June
2017
(Unaudited) (Unaudited) (Audited)
US$'000s US$'000s US$'000s
Allotted, called up and
fully paid share capital 1,923 1,225 1,225
------------- ------------- -----------
Movements in Equity
Issue price Number of shares on
issue
Opening balance of pre-reorganisation
shares of 0.1p each 757,632,495
Estes loan settlement
by the issue of pre-reorganisation
shares GBP0.0050 139,200,000
--------------------
Capital consolidation
and reduction; New Ordinary
Shares of 0.15p each* 59,788,699
Private placement GBP0.0045 200,000,000
Issue to extinguish Director
liabilities GBP0.0045 7,777,778
--------------------
Closing New Ordinary Shares
on issue 267,566,477
--------------------
* In December 2017 the Company undertook a share capital
reorganisation such that shareholders were issued with one (1)
post-reorganisation share of 0.15p each ('New Ordinary Share') for
every fifteen (15) pre-reorganisation shares of 0.1p each. During
the period pre-reorganisation shares were issued in a partial
settlement of the Estes loan. In addition, after completion of the
capital reorganisation New Ordinary Shares were issued in
settlement of outstanding director liabilities and via a private
placement.
9. Share options and share warrants
Share Options
During the period the Company issued the following options to
acquire New Ordinary Shares:
-- 40,134,992 options exercisable into New Ordinary Shares at an
issue price of GBP0.0045 per New Ordinary Share on or before 19
December 2022 in accordance with the Company's Employee Share
Option Plan; of which 13,378,331 remain unallocated while
26,756,661 were issued to the proposed new directors and
consultants to the Company;
-- 2,675,664 options to the Company's broker, Peterhouse
Corporate Finance Ltd, exercisable into New Ordinary Shares at an
issue price of GBP0.0045 per New Ordinary Share on or before 19
December 2022; and
-- 2,675,664 options to the Company's nominated adviser and
broker, Northland Capital Partners Ltd, exercisable into New
Ordinary Shares at an issue price of GBP0.0045 per New Ordinary
Share on or before 19 December 2022.
Share Warrants
During the period the Company issued the following share
warrants that are exercisable at GBP0.09 per New Ordinary Share on
or before the earlier of 21 March 2019 or when the Company
completes a reverse takeover transaction in accordance with AIM
Rule 14:
-- 100,000,000 Placing Warrants issued on a 1:2 basis for every
share subscribed in the private placement conducted in December
2017; and.
-- A maximum of 29,894,417 Bonus Warrants were issued to holders
of the pre-reorganisation shares held at the Record Date (20
December 2017). The Bonus Warrants were issued to those
shareholders on 1:2 basis for every New Ordinary Share held after
the capital reorganisation. The Company's largest shareholder,
Estes and the previous directors of the Company (save for James
Pratt) undertook not to exercise their entitlement to under the
Bonus Warrant issue; leaving a maximum of 11,342,612 Bonus Warrants
that may be exercised in the future.
10. Related party transactions
During the period liabilities owing to two directors as at 30
June 2017 (GBP35,000) were discharged by the issue of 7,777,778 New
Ordinary Shares.
The Company entered into related party transactions with its
major shareholder, Estes Limited, that have been disclosed in Notes
3, 5 & 6. The only other transactions with the Directors relate
to their remuneration and interests in shares and share
options.
11. Events after the period end date
There were no significant events after the period end date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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