TIDMXPL
RNS Number : 3685U
Xplorer PLC
02 December 2013
Xplorer Plc
Interim Results for the period ended 30 September 2013
Chairman's Statement
I am pleased to present Xplorer Plc's interim figures following
a four month period of strong progress since we listed last
July.
On 30(th) September I explained in our AGM statement that we, in
collaboration with Sprint Capital, had driven a process leading to
a refinement of our shortlist of investment candidates which would
be acquired by Xplorer under Sprint's guidance and financial
support.
We have remained in daily communication with Sprint's investment
team and together with them, I am delighted to report that we have
reached the final stages of due diligence and negotiation with our
preferred two candidates.
Both represent substantial opportunities for our shareholders in
terms of current scale and future prospects and we look forward to
announcing further news shortly.
John Davies
Non-Executive Chairman
30(th) November 2013
Enquiries:
Xplorer Plc
John Roddison, Director +44 207 495 7429
Nicholas Nelson, Corporate Comms. +44 7921 522 920 nelson@nexfin.org.uk
Allenby Capital, Financial Adviser
& Broker
Nick Harriss, Director, Corporate
Finance +44 20 3328 5656
STATEMENT OF COMPREHENSIVE INCOME
for the period ended 30 September 2013
Period ended
Period ended Period ended 31 March
2013 (audited)
30 September 30 September
2013 2012
(unaudited) (unaudited)
Note GBP GBP GBP
Continuing operations
Revenue - - -
Administrative expenses (384,938) (814) (90,483)
Operating loss (384,938) (814) (90,483)
Loss before taxation (384,938) (814) (90,483)
Taxation 2 - - -
--------------- --------------- ------------------
Loss for the period (384,938) (814) (90,483)
Other comprehensive loss
for the period - - -
Total comprehensive loss
for the period attributable
to the equity owners (384,938) (814) (90,483)
=============== =============== ==================
Earnings/(loss) per share
Basic and diluted (GBP
per share) 3 (0.05) - (0.07)
=============== =============== ==================
STATEMENT OF FINANCIAL POSITION
as at 30 September 2013
30 September 31 March 2013
2013 (unaudited)
(audited)
Note GBP GBP
Assets
Fixed Assets
Fixtures & Fittings 604 -
Current assets
Trade and other receivables 116,233 210,030
Cash and cash equivalents 464,204 100
Total assets 581,041 210,130
=================== ===============
Equity and liabilities
Capital and reserves
Called up share capital 4 82,502 75,002
Share premium 4 879,292 -
Retained earnings 4 (475,421) (90,483)
Total equity 486,373 (15,481)
Liabilities
Current liabilities
Trade and other payables 94,668 52,598
Convertible loan notes - 100,000
Cash and cash equivalents - 73,013
Total liabilities 94,668 225,611
------------------- ---------------
Total equity and liabilities 581,041 210,130
=================== ===============
STATEMENT OF CHANGES IN EQUITY
for the period ended 30 September 2013
Retained Total
Called Share Premium earnings
up share
capital
GBP GBP GBP GBP
On incorporation 2 - - 2
Comprehensive income for the period - - - -
Loss - - (90,483) (90,483)
Total comprehensive income for the
period - - (90,483) (90,483)
Contributions by and distributions
to owners
Issue of share capital 75,000 - - 75,000
Total contributions by and distributions
to owners 75,000 - - 75,000
31 March 2013 75,002 - (90,483) (15,481)
Comprehensive income for the period
Loss - (384,938) (384,938)
Total comprehensive income for the
period - (384,938) (384,938)
Contributions by and distributions
to owners
Issue of share capital 7,500 1,092,500 - 1,100,000
Share issue costs - (213,208) - (213,208)
Total contributions by and distributions
to owners 7,500 879,292 - 886,792
30 September 2013 82,502 879,292 (475,421) 486,373
STATEMENT OF CASH FLOWS
for the period ended 30 September 2013
Period ended Period ended
30 September 31 March 2013
2013 (unaudited) (audited)
Note GBP GBP
Cash flow from operating
activities
Operating loss (383,796) (88,437)
Interest paid (556) (1,101)
Finance costs paid (586) (945)
Depreciation of tangible 86 -
fixed assets
Changes in working capital
Decrease/(Increase) in
Trade and other receivables 93,797 (210,030)
Increase in Trade and other
payables 42,070 52,598
Net cash used in operating
activities (248,985) (247,915)
Cash flows from investing
activities
Purchase of tangible fixed (690) -
assets
Net cash used in investing (690) -
activities
Cash flows from financing
activities
Share issue 1,100,000 75,002
Share issue costs (213,208) -
Convertible loan notes (100,000) 100,000
Net cash generated from
financing activities 786,792 175,002
Increase/(Decrease) in
cash and cash equivalents 537,117 (72,913)
Cash and cash equivalents (72,913) -
at beginning of period
Cash and cash equivalents
at end of period 464,204 (72,913)
================== ===============
Notes to the interim financial information
1. Accounting Policies
a) Basis of Preparation
These interim financial statements are for the six months ended
30 September 2013 and have been prepared in accordance with
International Accounting Standard 34 "Interim Financial
Statements". The accounting policies applied are consistent with
International Financial Reporting Standards (IFRS) adopted for use
by the European Union. The accounting policies and methods of
computation used in the interim financial statements are consistent
with those used in the Company's Annual Report for 2013 and are
expected to be applied for the year ended 31 March 2014.
b) Significant accounting judgements, estimates and assumptions
Management have considered the significant accounting
judgements, estimates and assumptions used within the non-statutory
financial statements and do not consider there to be any which
would materially affect the financial statements.
c) Financial Instruments
Financial assets and liabilities are recognised in the Company's
statement of financial position when the Company becomes a party to
the contractual provisions of the instrument. The Company currently
does not use derivative financial instruments to manage or hedge
financial exposures or liabilities.
d) Segmental Reporting
For the purpose of IFRS8 the chief operating decision maker
("CODM") takes the form of the Directors. The Directors are of the
opinion that the business comprises of a single economic activity,
being the acquisition of businesses or assets in the natural
resources sector and currently this activity is undertaken solely
in the United Kingdom. All of the income and non-current assets are
derived from the United Kingdom. No single customer accounts for
more than 10% of income. At meetings of the Directors, income,
expenditure, cash flows, assets and liabilities are reviewed on a
whole Company basis. Based on the above considerations there is
considered to be one reportable segment only namely the acquisition
of businesses or asset in the Natural Resources Sector.
Therefore the financial information of the single segment are
the same as that set out in the company statement of comprehensive
income, company statement of financial position, the company
statement of changes to equity and the company statement of
cashflows.
2. Income tax
Analysis of charge in the period
Period ended Period ended Period ended
30 September 30 September 31 March 2013
2013 2012
GBP GBP GBP
Current tax:
UK corporation tax on loss - - -
for the period
Deferred tax - - -
------------- ------------- --------------
Tax on loss on ordinary - - -
activities
------------- ------------- --------------
Period ended Period ended Period ended
30 September 30 September 31 March
2013 2012 2013
GBP GBP GBP
Loss on ordinary activities
before tax (384,938) (814) (90,483)
Analysis of charge in
the period
GBP GBP GBP
Loss on ordinary activated
multiplied by small companies
rate of corporation tax
in the UK of 20% (76,988) (163) (18,097)
Effects of:
Loss carried forward 76,988 163 18,097
Current tax charge for
the period as above - - -
The Company has tax losses arising in the UK of approximately
GBP475,000 that are available, under current legislation, to be
carried forward against future profits.
3. Loss per share
The calculation of loss per share is based on the following loss
and number of shares:
Period ended Period ended Period ended
30 September 30 September 31 March
2013 2012 2013
GBP GBP GBP
Loss for the period
from continuing operations (384,938) (814) (90,483)
-------------- -------------- -------------
Weighted average shares
in issue:
Basic 7,110,756 1,253,857 1,253,857
Diluted 7,110,756 1,253,857 1,253,857
Loss per share
Basic (0.05) - (0.07)
-------------- -------------- -------------
Diluted (0.05) - (0.07)
-------------- -------------- -------------
Basic loss per share is calculated by dividing the loss for the
period from continuing operations of the company by the weighted
average number of ordinary shares in issue during the period.
4. Called up share capital
Ordinary Shares of GBP0.001 Number of shares Amount
GBP GBP
Balance at 31 March 2013 3,750,100 3,750
Issued in period 7,500,000 7,500
Balance at 30 September
2013 11,250,100 11,250
---------------- ------
Deferred Shares of GBP0.95 Number of shares Amount
GBP GBP
Balance at 31 March 2013 75,002 71,252
Issued in period - -
Balance at 30 September
2013 75,002 71,252
---------------- ------
The Company was incorporated on 12 March 2012. On incorporation,
the Company issued two Ordinary Shares of GBP1.00 each at par
value.
On 26 November 2012, 75,000 Ordinary Shares of GBP1 each were
issued.
On 26 November 2012 the 75,000 ordinary shares were each
subdivided and reclassified into 3,750,100 ordinary shares of
GBP0.001 each and 75,002 deferred shares of GBP0.95 each.
The ordinary shares have attached to them full voting, dividend
and capital distribution rights (including on a winding up). The
ordinary shares do not confer any rights of redemption.
The deferred shares have attached to them no rights to dividends
until the holders of the ordinary shares have received
GBP100,000,000 for each ordinary share held by them. The right to
partake in a capital distribution (including on a winding up) once
the holders of the ordinary shares have received the sum of
GBP1,000,000 per ordinary share. No right to attend or vote at a
general meeting of the company.
At 31 March 2013 there was GBP56,000 of unpaid share capital
owed to the Company. John Roddison owed GBP28,000 and Christopher
McAuliffe and Jacqueline Lim owed GBP28,000. These amounts have
since been collected.
On 27 June 2013, the company constituted 3,750,000 Warrants on
the terms of an instrument under which the Company issued 1,875,000
Warrants to each of Sprint Capital and Xplorer Capital. Each
Warrant entitles the Warrant Holder to subscribe for one Ordinary
Share at 0.1 pence per Ordinary Share. The Warrants are exercisable
at any time from the date of the Acquisition to the third
anniversary of Admission. The Warrants are equal to 33.33% of the
Enlarged Share Capital, or 25.00% of the total ordinary share
capital assuming full exercise of the Warrants.
On 27 June 2013, the Company constituted 75,000 Allenby Warrants
on the terms of an instrument under which the Company issued 75,000
Allenby Warrants to Allenby. Each Allenby Warrant entitles
subscription for one Ordinary Share at 10 pence per Ordinary Share.
The Allenby Warrants are exercisable at any time from the date that
is six months following completion of the Acquisition to the fifth
anniversary of Admission. The Allenby Warrants are equal to 0.67%
of the Enlarged Share Capital, or 0.66% of the total ordinary share
capital assuming full exercise of the Allenby Warrants.
On 11 July 2013, the company gained a standard listing on the
London Stock Exchange.
On 11 July 2013, 6,250,000 ordinary shares were issued at
GBP0.16 per share raising GBP1 million gross.
On 11 July 2013, the convertible loan notes were converted into
1,250,000 ordinary shares at GBP0.08 per share.
5. Board Approval
These interim results were approved by the Board of Xplorer plc
on 30(th) November 2013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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