TIDMACO
RNS Number : 1866I
Acorn Minerals PLC
28 June 2013
28 June 2013
ACORN MINERALS PLC
("Acorn" or the "Company")
Final Results for the year ended 31 March 2013 and notice of
AGM
Chairman's Report
It is with pleasure that I present the inaugural annual report
to shareholders.
The period under review is the 15 months from the date of
incorporation to 31st March 2013.
During this period a lot has taken place including the flotation
of the company on the London Stock Exchange.
Incorporated in December 2011 and being admitted to the Standard
List of the London Stock Exchange is something we should all be
proud of achieving.
Since listing, your Board has worked to fulfil our investment
strategy of identifying opportunities in the mining, minerals &
energy sectors, with consideration given to both conventional and
alternative energy projects as well as mining and energy
infrastructure projects.
To date we have reviewed 15 projects that meet these criteria.
Of that 15 we are continuing to assess 3 projects where we think
Acorn shareholders could benefit from some form of investment in
those projects.
At the period end we have approximately LIR1.4m cash, no debt
and continue to keep administration costs to a minimum so that
maximum funds can be dedicated to the review and analysis of the
suitability of any investment in up-coming projects.
Mr C Goodfellow
On behalf of
Mr A Brennan
Chairman
For further information, please contact:
Acorn Minerals Plc Tel: +61 8 9322 5944
www.acornminerals.com
Anthony Brennan, Executive Chairman
Shore Capital Tel: 020 7408 4090
Bidhi Bhoma / Toby Gibbs (corporate finance)
Jerry Keen (corporate broking)
Statement of Profit or Loss and Other Comprehensive Income
Period ended 31(st) March 2013
Note 2013
GBP
Revenue -
Administrative costs (101,546)
-----------------
Operating (Loss) (101,546)
Net finance costs 4 415
Exceptional items 5 (143,421)
-----------------
(Loss) before taxation (244,552)
Taxation 7 -
-----------------
(Loss) for the period attributable
to owners of the company (244,552)
-----------------
Total comprehensive income attributable
to the owners of the company (244,552)
-----------------
Loss per share 8
Basic (0.036)
Diluted (0.036)
All activities of the company are classed as continuing
Statement of Financial Position
As at 31(st) March 2013
Note 2013 GBP
CURRENT ASSETS
Trade and other receivables 9 62,300
Cash and cash equivalents 1,427,669
----------
Total current assets 1,489,969
LIABILITIES
Trade and other payables 10 (67,844)
----------
Total current liabilities (67,844)
----------
NET ASSETS 1,422,125
----------
EQUITY
Capital and reserves attributable to
owners of the company
Share capital 11 285,760
Share premium 12 1,380,917
Retained earnings 13 (244,552)
----------
1,422,125
----------
Statement of Changes in Equity
Period ended 31(st) March 2013
Shares issued (Loss) for Total
the period
GBP GBP GBP
Comprehensive Income
Loss for the period (244,552) (244,552)
Transactions with owners
Shares issued 285,760 285,760
Share premium 1,473,788 1,473,788
Share issue costs (92,871) (92,871)
Balance at 31(st) March
2013 1,666,677 (244,552) 1,422,125
---------------- ------------ ----------
Statement of Cash Flows
Period ended 31(st) March 2013
2013
GBP
Cash flows from operating activities
Operating (Loss) (101,546)
Exceptional item (143,421)
Increase in receivables (26,300)
Increase in payables 67,844
--------------
Net cash used in operating cash flows (203,423)
Net cash used in cash flows from investing
activities
Interest received 415
--------------
Net cash generated from investing activities 415
Cash flow from financing activities
Issue of share capital for cash 1,723,548
Share issue costs (92,871)
--------------
Net cash generated from financing activities 1,630,677
Net increase in cash and cash equivalents 1,427,669
Net cash at start of the period -
--------------
Cash and cash equivalents at 31(st)
March 2013 1,427,669
--------------
These financial statements were approved by the board of
Directors and authorised for issue on 28(th) June 2013. They were
signed on its behalf by:
Mr C Goodfellow
Director
Company Registration Number 07892904
Notes to the Financial Statements
1. Accounting policies
General information
The company was incorporated on 28(th) December 2011 in England
and Wales and is domiciled in the UK. Its registered office and
principal place of business is at Thames House, Portsmouth Road,
Esher, Surrey, KT10 9AD.
On 13(th) March 2012 the company re-registered as Acorn Minerals
PLC and on 29(th) October 2012 was successfully listed on the
London Stock Exchange under a Standard Listing.
These financial statements are the first set of financial
statements prepared by Acorn Minerals PLC.
Basis of accounting
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS as adopted and
endorsed by the EU) and the Companies Act 2006 applicable to
companies reporting under IFRS. These comprise standards and
interpretations approved by the IASB together with interpretations
approved by the IASC that remain in effect and to the extent that
they have been adopted by the EU.
The financial statements have been prepared on the historical
cost basis and are presented in pounds sterling.
Changes in accounting policies
The amendments arising from IAS1: Presentation of Financial
Statements - Presentation of Items of Other Comprehensive Income
have been applied early.
None of the new standards, interpretations and amendments, which
are effective for periods beginning after 1(st) January 2012 and
which have not been adopted early, are expected to have a material
effect on the company's future financial statements.
Critical accounting estimates and judgements
Key risks are detailed in note 6.
To be able to prepare financial statements according to
generally accepted accounting principles, management and the Board
must make estimates and assumptions that affect the recorded asset
and liability items as well as other information, such as that
provided on provisions. These estimates are based on historical
experience and various other assumptions that management and the
Board believe are reasonable under the circumstances. The results
of these form the basis for making judgements about the carrying
values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under
different assumptions or conditions.
New standards and interpretations not yet adopted
At the date of approval of these financial statements, there
were no standards endorsed but not yet adopted by the EU that would
have a material impact on the company's results.
Notes to the Financial Statements (continued)
1. Accounting policies (continued)
Foreign currency
Transactions in foreign currencies are recorded at the rate of
exchange at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the reporting date
are reported at the rates of exchange prevailing at that date.
Transactions are recorded on a cash basis and as such no gains and
losses arise.
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 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. Accordingly, they consider it appropriate to adopt the
going concern basis in preparing the Annual Report and Financial
Statements.
Trade and other receivables
Trade and other receivables are recorded on a cash basis and are
recorded at the value they are expected to be received. When
objective evidence exists that the asset is impaired the estimated
irrecoverable amount is written off to the Statement of Profit or
Loss and Other Comprehensive Income.
Trade and other payables
Trade and other payables are recorded on a cash basis and are
recorded at the value they are expected to be paid.
Taxation
Current tax including UK corporation tax is provided at amounts
expected to be paid (or recovered) using rates and laws that have
been enacted or substantively enacted at the balance sheet
date.
Deferred tax is recognised in respect of all timing differences
that have originated but not reversed at the balance sheet date
where transactions or events have occurred at that date that will
result in an obligation to pay more, or a right to pay less or to
receive more tax in the future at the balance sheet date.
Timing differences are differences between taxable profits and
results as stated in the financial statements that arise from the
inclusion of gains and losses in tax assessments in periods
different from those in which they are recognised on the financial
statements.
Deferred tax assets are recognised only to the extent that the
Directors consider that it is more likely than not there will be
suitable taxable profits from which the future reversal of the
underlying difference can be deducted.
Notes to the Financial Statements (continued)
1. Accounting policies (continued)
Deferred tax is measured on an undiscounted basis at the tax
rates that are expected to apply in the periods in which timing
differences reverse, based on tax rates and laws enacted or
substantively enacted at the balance sheet date.
Financial instruments
Financial assets and financial liabilities are recognised on the
company's statement of financial position when the company has
become party to the contractual provisions of the instrument.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short term highly liquid investments and
bank overdrafts with an original maturity of three months or less.
Bank overdrafts are shown within borrowings in current liabilities
on the statement of financial position.
Share capital
Financial instruments issued by the company are classified as
equity only to the extent that they do not meet the definition of a
financial liability or a financial asset.
The company's ordinary shares are classified as equity
instruments.
Equity instruments
Where equity instruments are granted to persons other than
employees, the statement of comprehensive income is charged with
the fair value of goods and services received.
Exceptional items
Exceptional items are those which in the Directors view are
required to be separately disclosed by virtue of their size and
nature to enable a full understanding of the company's financial
performance.
2. Result from operations
The entity has not yet commenced trading and as such there is no
segmental activities to report on.
Results from operations are stated after charging:
2013
GBP
Auditors' remuneration
Fees payable for audit of accounts 8,500
Fees payable for other audit services 2,000
Fees payable for other non-audit services 9,750
20,250
3. Directors' remuneration
Directors received the following fees:
2013
GBP
A Brennan (Paid to Delta Capital Pty Ltd) 19,008
B Fitzpatrick (Paid to Ocean Developments Ltd) 6,000
C Goodfellow 7,000
32,008
Each of the Directors holds 150,000 share options. No options
were exercised in the period. Other than the Directors there were
no employees of the company.
4. Net finance costs
2013
GBP
Bank interest received on cash deposits 415
415
5. Exceptional item
2013
GBP
Listing costs 143,421
143,421
The exceptional item represents all costs associated with the
listing on to the London Stock Exchange.
6. Financial instruments
The company is exposed through its operations to the following
financial risks:
Principal financial instruments
The principal financial instruments used by the company, from
which financial instrument risk arises, are as follows:
-- Cash and cash equivalents
A summary of the financial instruments held by category is
provided below:
Financial Assets
Fair value Loans and Available
through for
Profit or Receivables Re-sale
Loss
2013 2013 2013
GBP GBP GBP
Other debtors 62,300
Cash and cash equivalents - 1,427,669 -
------------------------- ------------------ --------------------
Total financial assets - 1,489,969 -
------------------------- ------------------ --------------------
Financial Liabilities
Fair value through Loans and Available
for
Profit or Loss Payables Re-sale
2013 2013 2013
GBP GBP GBP
Directors loan account 8,000
Accruals - 59,844 -
-------------------------- ---------- --------------------
Total financial - 67,844 -
liabilities
-------------------------- ---------- --------------------
The Board has overall responsibility for the determination of
the company's risk management objectives and policies and, whilst
retaining ultimate responsibility for them. The Board's ultimate
objective is to set policies that seek to reduce risk as far as
possible without unduly affecting the company's competitiveness and
flexibility. Further details regarding these policies are set out
below:
Interest rate risk
The company's exposure to interest rate risk is minimal. The
company is not operating in an overdraft position.
Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions. For banks and financial
institutions, only independently rated parties with a minimum
rating 'A' are accepted.
Capital risk management
The company monitors "adjusted capital" which comprises all
components of equity (i.e. share capital, share premium and
retained earnings).
The company's objectives when maintaining capital are:
-- to safeguard the entity's ability to continue as a going
concern, so that it can provide returns for shareholders and
benefits for other stakeholders, and
-- to provide an adequate return by finding a suitable acquisition.
The company sets the amount of capital it requires in proportion
to risk. The company manages its capital structure and makes
adjustments to it in the light of changes in economic conditions
and the risk characteristics of the underlying assets. In order to
maintain or adjust the capital structure, the company may adjust
the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares, or sell assets to reduce debt.
Liquidity risk
Liquidity risk arises from the company's management of working
capital. It is the risk that the company will encounter difficulty
in meeting its financial obligations as they fall due.
The proceeds raised from the placing are being held as cash
deposits to enable the company to fund an acquisition as and when a
suitable acquisition is found.
The following table sets out the contractual maturities
(representing undiscounted contractual cash-flows) of financial
liabilities:
Under 3 3 - 12 Total
Months Months
GBP GBP GBP
As at 31(st) March 2013
Trade and other payables 2,500 65,344 67,844
2,500 65,344 67,844
Cash in bank
A significant amount of cash is held with the following
institutions:
2013
GBP
HSBC PLC 1,427,669
1,427,669
Sensitivity analysis
Sensitivity analysis has been performed on all risks documented.
There was no material difference to disclosures made on financial
assets and liabilities.
7. Taxation
The tax charge comprises
Mainstream corporation tax deriving from
profits / (losses) for the year at 24%
2013
GBP
Current Tax Charge -
Deferred Tax -
-----
Total tax on (Loss) from ordinary activities -
-----
The tax charge for the period differs from that resulting from
applying the standard rate of UK corporation tax of 24% to the
profit before tax for the reasons set out in the following
reconciliation.
2013
GBP
Loss per the financial statements (244,552)
----------------
Loss by rate of tax (58,692)
Add items not deductible for tax 34,421
Less Loss carried forward 24,271
Tax charge per the accounts -
----------------
At 31(st) March 2013 the company had corporation tax losses of
approximately GBP101,131. No deferred tax asset has been recognised
in respect of these losses due to there being uncertainty as to
whether sufficient future taxable profits will be generated by the
company in the near future, to prudently justify this.
8. 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 GBP244,552 divided by
the weighted average issued ordinary shares of 6,770,291.
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 one category of dilutive potential ordinary shares being share
options. The company has made a loss and the potential shares
options are therefore anti-dilutive.
9. Trade and other receivables
2013
GBP
Unpaid share capital 36,000
Other debtors 26,300
62,300
All debtors are receivable within one year of the reporting
date, and are reported after taking impairment into account. As at
31(st) March 2013 there was no provision in respect of impairment,
and debts passed due amounted to GBP62,300. All amounts considered
uncollectible have been written off.
The Directors consider that the carrying amount of trade and
other receivables approximates their fair value.
10. Trade and other payables
2013
GBP
Director's loan account 8,000
Accruals 59,844
67,844
The book values equate to their fair values.
11. Share capital
The company was incorporated on 28(th) December 2011 under the
Companies Act 2006 with a share capital of 1,000,000 ordinary
shares of GBP0.001 each.
A further 1,000,000 ordinary shares of GBP0.001 each were issued
on 18(th) January 2012 at par.
On 29(th) February 2012, the company's shares were consolidated
such that the 2,000,000 shares of GBP0.001 each were converted into
100,000 shares of GBP0.02 each.
On 8(th) March 2012, a further 2,400,000 shares of GBP0.02 each
were issued at par. Each share was paid up to one quarter of its
value.
On 16(th) August 2012, a further 4,048,750 shares of GBP0.02
each were issued pursuant to a private placing at GBP0.04 per
share.
On 29(th) October 2012, a further 7,739,255 shares of GBP0.02
each were issued pursuant to a public listing at GBP0.20 per
share.
Authorised, allotted and called up share capital:
Number GBP
On incorporation, ordinary shares of GBP0.001
each 1,000,000 1,000
Issued 18(th) January 2012, ordinary shares
of GBP0.001 each 1,000,000 1,000
Shares in issue prior to consolidation 2,000,000 2,000
Share consolidation 29(th) February 2012
to shares of GBP0.02 each 100,000 2,000
Issued 8(th) March 2012, ordinary shares
of GBP0.02 each 2,400,000 48,000
Issued 16(th) August 2012, ordinary shares
of GBP0.02 each 4,048,750 80,975
Issued 29(th) October 2012, ordinary shares
of GBP0.02 each 7,739,255 154,785
14,288,005 285,760
At 31(st) March 2013, GBP12,000 of the shares issued on 8(th)
March 2012 had been fully paid up. GBP36,000 remains unpaid. The
amount of unpaid share capital remained unpaid as a result of a
clerical error. However, as soon as this was identified in June
2013, the error was remedied and the relevant share capital was
fully paid up.
Share options
The company has established an executive share option scheme,
the Acorn Minerals PLC Share Option Scheme, under which the options
have been granted to the Directors over ordinary shares. The Share
option scheme was adopted by the board on 8(th) October 2012, and
on that date each Director was awarded 150,000 options over
Ordinary Shares at an exercise price of GBP0.20 per share. The
options vested immediately upon the adoption of the Share option
Scheme, and are exercisable for three years thereafter.
The options have been valued, using the Black Scholes method, in
the Directors' view these are immaterial and as such the value has
not been included in the financial statements.
As at the period end 450,000 share options remain available for
exercise with the weighted average exercise price of GBP0.20. The
weighted average remaining contractual life of the share options is
2.5 years.
12. Share premium account
GBP
Issue of shares 1,473,788
Share Issue costs ( 92,871)
________
At 31(st) March 2013 1,380,917
13. Retained earnings
GBP
Loss for the year ( 244,552)
________
At 31(st) March 2013 ( 244,552)
14. Related parties
Mr A Brennan, a Director of Acorn Minerals PLC is also a
Director of Delta Capital Pty Ltd. Delta Capital Pty Ltd has
entered into a Corporate Advisor Mandate with the company. During
the year the following was paid to Delta Capital Pty Ltd:
Capital raising fees GBP54,225
Listing fees GBP38,000
Project travel costs reimbursed GBP19,850
Directors fees GBP19,008
GBP131,083
Included within accruals is an amount of GBP38,000 relating to
fees for services provided by Delta Capital Pty Ltd.
Additionally, should Delta Capital Pty Ltd and/or Stellar
Securities identify and introduce the company to business
opportunities and the company takes up such opportunities, the
company has agreed to pay Delta Capital Pty Ltd and Stellar
Securities a success fee of GBP100,000 and to grant options that
equal 2% of the enlarged issued capital of the company after the
acquisition has been completed and any associated capital raisings
have been completed.
At the year end the company owed Mr A Brennan GBP8,000. This
loan was due to payments made to the company totalling GBP27,090
and repayments of GBP19,090. Subsequent to the year end the loan
balance has been waived by the director.
Mr B Fitzpatrick, a Director of Acorn Minerals PLC is also a
Director of Ocean Developments Ltd. During the period Directors'
fees of GBP6,000 were paid to Ocean Developments Ltd on behalf of
Mr B Fitzpatrick.
During the period Project fees of GBP2,000 and Directors fees of
GBP7,000 were paid to Mr C Goodfellow, a Director of Acorn Minerals
PLC.
Mr D Brennan and Mr T Brennan who are sons of Mr A Brennan each
hold 25,000 shares in the company.
The Directors are the company's key personnel. Further details
of Directors' remuneration are detailed in note 3.
15. Controlling party
The company is not directly or indirectly controlled by any
single shareholder or group of shareholders who are connected.
16. Events after the reporting date
There have been no events occurring after the 31(st) March 2013
that impact on the disclosures in these financial statements.
17. Availability of Annual Report and Financial Statements and
notice of AGM.
Copies of the Annual Report and Accounts for the year ended 31
March 2013 and the Notice of Annual General Meeting ("AGM") were
posted to shareholders today.
The AGM is to be held at 16 Great Queen Street, London WC2B 5DG
at 10 a.m. on Tuesday 23 July 2013.
A copy of the Annual Report and Accounts together with the AGM
notice is available from the Company's website at
http://www.acornminerals.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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