TIDMSHLP
RNS Number : 0617N
Shellproof PLC
03 September 2013
Shellproof Plc
(London-AIM: SHLP) ("Shellproof" or the "Company")
Results for the year ended 31 March 2013.
The Board of Shellproof Plc announces the audited results for
the year ended 31 March 2013.
Shellproof Plc (London-AIM: SHLP) ("Shellproof" or the
"Company") was incorporated in England & Wales on 24 September
2012. The Company was admitted to AIM on 25 October 2012 following
the merger with Shellproof Limited, details of which were set out
in the Circular to Shareholders dated 10 October 2012. Shellproof
Limited was originally admitted to AIM in May 2008 with the
intention of seeking investment opportunities for its
shareholders.
The principal activities of Shellproof comprise the production,
sale and distribution of English sparkling wine. The Company
remains at the early stages of development of these activities. The
activities are currently based on the Company's 13.4 acres of
freehold land at Halnaker, West Sussex and on 65.8 acres of other
land in West Sussex which is held on long term farm business
tenancies. At the end of May 2013 the Company had 9.7 acres of
planted vineyards at the Halnaker site, of which 7.7 acres were
mature vines and a further 44.3 acres of newly planted vineyards on
the long term farm business tenancy sites.
On 24 October 2012 Shellproof PLC, a UK incorporated company,
merged with Shellproof Limited, a Belize AIM listed company, in
accordance with the provisions of Part VII of the International
Business Companies Act. This resulted in Shellproof PLC being the
surviving company from the merger and all the rights and
obligations of Shellproof Limited vesting in Shellproof PLC.
This transaction does not meet the definition of a business
combination under IFRS 3. In the absence of an IFRS that
specifically applies to this transaction, and in accordance with
IAS 8, the directors have concluded that this transaction meets the
definition of a group reconstruction under United Kingdom Generally
Accepted Accounting Practice and have therefore adopted the merger
accounting rules contained in Financial Reporting Standard 6,
Acquisitions and Mergers.
On this date, the Shellproof Limited shares were treated as
cancelled and each Shellproof Limited share was converted into one
ordinary share of fifty pence in Shellproof PLC.
Shellproof Limited was then struck off the Register of
International Business Companies of Belize on 24 October 2012, on
the basis that an agreement was entered between Shellproof PLC and
the Register of International Business Companies of Belize pursuant
to section 87 (2) (b) of the IBCA.
The Group financial statements therefore represent a
continuation of the financial statements of Shellproof Limited.
The Company reported a net loss of GBP454,000 for the year ended
31 March 2013 (2012 - net profit GBP9,000). The basic and diluted
loss per ordinary share for the year ended 31 March 2013 amounted
to 5.68 pence (2012 - earnings of 0.11 pence).
No revenue was generated during the year since the Group's
business activity remains at the early stages of development.
Administrative expenses were incurred of GBP611,000 which
included GBP259,000 in respect of the merger of Shellproof Limited
noted above.
During the year the Group earned interest income of GBP156,000
on its cash deposits.
The Group's balance sheet at 31 March 2013 shows net assets of
GBP3,817,000 which includes GBP3,128,000 of cash and GBP347,000 of
freehold property, plant and equipment. Biological assets of
GBP154,000 represent the fair value of the vines.
The annual report and accounts are being sent to shareholders
today, together with notice of the Annual General Meeting to be
held at 11.00 a.m. on 26 September 2013 at the offices of Cenkos
Securities plc, 6.7.8 Tokenhouse Yard, London EC2R 7AS.
For further information contact:
Shellproof Plc
Ben Walgate/Ian Robinson +44 (0)20 7788 9239
Cenkos Securities plc
Adrian Hargrave / Nicholas Wells +44 (0)20 7397 8900
Note: This and other press releases are available at the
Company's web site: www.shellproofplc.com
Consolidated statement of comprehensive income
for the year ended 31 March 2013
Note 2013 2012
GBP'000 GBP'000
Revenue 4 - -
Cost of sales - 1 -
Gain in fair value less estimated costs to -
sell of biological assets
============ ===========
Gross profit 1 -
Administrative expenses 5 (611) (143)
============ ===========
Loss from operations (610) (143)
Finance income 8 156 152
============ ===========
(Loss)/profit before tax (454) 9
Tax expense 9 - -
============ ===========
(Loss)/profit for the year attributable to
owners of the parent (454) 9
============ ===========
Total comprehensive (loss)/income attributable
to owners of the parent (454) 9
============ ===========
(Loss)/earnings per share attributable to
the ordinary equity holders of the parent 10
(Loss)/profit
Basic (pence) (5.68) 0.11
Diluted (pence) (5.68) 0.11
============ ===========
Consolidated statement of financial positions as at 31 March
2013
Note 2013 2012
GBP'000 GBP'000
Assets
Non-current assets 347 68
Property, plant and equipment 11
Biological assets 12 154 -
============ ===============
501 68
Current assets
Inventories 14 137 84
Trade and other receivables 15 295 20
Cash and cash equivalents 3,128 4,123
============ ===============
3,560 4,227
============ ===============
Total assets 4,061 4,295
============ ===============
Liabilities Current liabilities
Trade and other payables 16 (194) (24)
Redeemable preference shares 17 (50) -
============ ===============
Total liabilities (244) (24)
============ ===============
NET ASSETS 3,817 4,271
============ ===============
Issued capital and reserves attributable to
owners of the parent
Share capital 18 4,000 4,000
Share premium 19 266 266
Merger reserve 19 (266) (266)
Retained earnings 19 (183) 271
============ ===============
TOTAL EQUITY 3,817 4,271
============ ===============
Consolidated statement of cashflows for the year ended 31 March
2013
Note 2013 2012
GBP'000 GBP'000
Cash flows from operating activities
(Loss)/profit for the year before tax (454) 9
Adjustments for:
Depreciation of property, plant and equipment 11 18 8
Finance income 8 (156) (152)
Movement on fair value of biological asset (1) -
=========== ============
(593) (135)
Increase in trade and other receivables (275) (1)
Increase in inventories (53) (84)
Increase in trade and other payables 170 10
=========== ============
Cash generated from operations (751) (210)
Income taxes paid - -
=========== ============
Net cash flows from operating activities carried
forward (751) (210)
Investing activities
Purchases of property, plant and equipment (297) (76)
Purchase of Biological assets (153) -
Interest received 156 152
=========== ============
Net cash from investing activities (294) 76
Financing activities
Issue of redeemable preference shares
50 -
=========== ============
Net cash from financing activities 50 -
Net decrease in cash and cash equivalents (995) (134)
Cash and cash equivalents at beginning of year 4,123 4,257
=========== ============
Cash and cash equivalents at end of year 3,128 4,123
=========== ============
Consolidated statement of changes in equity for the year ended
31 March 2013
Total
attributable
to equity
holders
Share Share Merger Retained of
capital premium reserve earnings parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
31 March 2011 4,000 266 (266) 262 4,262
Comprehensive Income for
the year
Profit - - - 9 9
============== ============== ============== ============== ======================
Total comprehensive
Income
for the year - - - 9 9
============== ============== ============== ============== ======================
31 March 2012 4,000 266 (266) 271 4,271
============== ============== ============== ============== ======================
Total
attributable
to equity
holders
Share Share Merger Retained of
capital premium reserve earnings parent
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
31 March 2012 4,000 266 (266) 271 4,271
Comprehensive Income for
the year
(Loss) - - - (454) (454)
============== ============== ============== =============== =========================
Total comprehensive
Income
for the year - - - (454) (454)
============== ============== ============== =============== =========================
31 March 2013 4,000 266 (266) (183) 3,817
============== ============== ============== =============== =========================
1 Accounting policies
Shellproof PLC (the "Company") is a company incorporated and
domiciled in the United Kingdom and quoted on the London Stock
Exchange's AIM market. The consolidated financial statements of the
Group for the year ended 31 March 2013 comprise the Company and its
subsidiaries (together referred to as the "Group").
Basis of preparation
The Group's consolidated financial statements have been prepared
in accordance with International Financial Reporting Standards as
adopted for use in the EU ("IFRS").
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the Group's financial statements.
The financial statements are presented in pounds sterling. They
have been prepared on the historical cost basis.
New accounting standards and changes to existing accounting
standards
i. Standards and interpretations effective in current period:
Deferred Tax: Recovery of Underlying Assets (Amendments to IAS
12)
Transfers of Financial Assets (amendments to IFRS 7)
The amendments referred to above have been adopted, but have had
no impact on results in either the current or prior period.
New accounting standards and changes to existing accounting
standards (continued)
ii. Standards, amendments and interpretations to existing
standards that are not yet effective and have not been early
adopted by the group:
The following standards and amendments to existing standards
have been published and are mandatory for the Group's accounting
periods commencing on or after 1 April 2013 or later periods, but
they have not been early adopted:
Presentation of Items of Other Comprehensive Income (Amendments
to IAS 1)
IFRS 10 Consolidated Financial Statements
IFRS 11 Joint Arrangements
IFRS 12 Disclosure of Interests in Other Entities
IFRS 13 Fair Value Measurement
IAS 27 Separate Financial Statements
IAS 28 Investments in Associates and Joint Ventures
IAS 19 Employees Benefits
Offsetting Financial Assets and Financial Liabilities
(Amendments to IFRS 7)
Government Loans (amendments to IFRS 1)
Annual Improvements to IFRSs (2009-2011 Cycle)
Offsetting Financial Assets and Financial Liabilities
(Amendments to IAS 32)
Investment Entities (Amendments to IFRS 10, IFRS 12 and IAS
27)
IFRS 9 Financial Instruments
Basis of consolidation
The Group's financial statements consolidate the financial
statements of the Company and its subsidiary undertakings.
Subsidiaries are entities controlled by the Company. Control exists
when the Company has the power, directly or indirectly, to govern
the financial and operating policies of an entity so as to obtain
benefits from its activities. In assessing control, potential
voting rights that presently are exercisable or convertible are
taken into account. The results of any subsidiaries sold or
acquired are included in the Group income statement up to, or from,
the date control passes. Intra-Group sales and profits are
eliminated fully on consolidation.
On acquisition of a subsidiary, all of the subsidiary's
separable, identifiable assets and liabilities existing at the date
of acquisition are recorded at their fair values reflecting their
condition at that date. On disposal of a subsidiary, the
consideration received is compared with the carrying cost at the
date of disposal and the gain or loss is recognised in the income
statement. The excess of the cost of acquisition over the fair
value of the Group's share of the identifiable net assets is
recorded as goodwill. Intercompany transactions, balances and
unrealised gains on transactions between group companies are
eliminated. Subsidiaries' results are amended where necessary to
ensure consistency with the policies adopted by the Group.
Merger accounting
On 24 October 2012, Shellproof PLC, a UK incorporated company,
merged with Shellproof Limited, a Belize AIM listed company, in
accordance with the provisions of Part VII of the International
Business Companies Act ("IBCA"). This resulted in Shellproof PLC
being the surviving company from the merger and all the rights and
obligations of Shellproof Limited vesting in Shellproof PLC.
This transaction does not meet the definition of a business
combination under IFRS 3. In the absence of an IFRS that
specifically applies to this transaction, and in accordance with
IAS 8, the directors have concluded that this transaction meets the
definition of a group reconstruction under United Kingdom Generally
Accepted Accounting Practice and have therefore adopted the merger
accounting rules contained in Financial Reporting Standard 6,
Acquisitions and Mergers.
For the consolidated financial statements, the adoption of
merger accounting presents Shellproof PLC as if it had always been
the parent undertaking of the Group. As Shellproof PLC was
incorporated after 1 April 2012, the figures corresponding figures
shown for the year ended 31 March 2012 are those previously
presented for Shellproof Limited except that the share capital,
share premium and merger reserve are those of Shellproof PLC, shown
as if the merger had occurred at 1 April 2011.
Revenue
Revenue from the sales of goods is recognised when the Group has
transferred the significant risks and rewards of ownership to the
buyer and it is probable that the Group will receive the previously
agreed upon payment. These criteria are considered to be met when
the goods are delivered to the buyer. Where the buyer has a right
of return, revenue is recognised in the period where the goods are
delivered less an appropriate provision for returns based on past
experience.
Financial assets
The Group's only financial assets are classified as 'loans and
receivables'.
Loans and receivables
These assets are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They
arise principally through the provision of goods to customers (e.g.
trade receivables), but also incorporate other types of contractual
monetary asset. They are initially recognised at fair value plus
transaction costs that are directly attributable to their
acquisition or issue, and are subsequently carried at amortised
cost using the effective interest rate method, less provision for
impairment.
Impairment provisions are recognised when there is objective
evidence (such as significant financial difficulties on the part of
the counterparty or default or significant delay in payment) that
the Group will be unable to collect all of the amounts due under
the terms receivable, the amount of such a provision being the
difference between the net carrying amount and the present value of
the future expected cash flows associated with the impaired
receivable. For trade receivables, which are reported net, such
provisions are recorded in a separate allowance account with the
loss being recognised within administrative expenses in the
consolidated statement of comprehensive income. On confirmation
that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated
provision.
The Group's loans and receivables comprise trade and other
receivables and cash and cash equivalents in the consolidated
statement of financial position.
Cash and cash equivalents includes cash in hand, deposits held
at call with banks, other short term highly liquid investments with
original maturities of three months or less.
Financial liabilities
The Group's only financial liabilities are classified as 'other
financial liabilities'.
Other financial liabilities
Other financial liabilities include the following items:
-- Trade payables and other short-term monetary liabilities,
which are initially recognised at fair value and subsequently
carried at amortised cost using the effective interest method.
Trade payables and other short-term monetary liabilities, which are
initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method.
Redeemable preference shares
The Group's redeemable preference shares are classified as
financial liabilities. The shares are redeemable at the option of
the Directors of the Company or the holder of the redeemable
preference shares.
Share capital
Financial instruments issued by the Group are classified as
equity only to the extent that they do not meet the definition of a
financial liability.
The Group's ordinary shares are classified as equity
instruments.
Deferred taxation
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the consolidated
statement of financial position differs from its tax base, except
for differences arising on:
-- the initial recognition of goodwill;
-- the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction affects neither accounting or taxable profit;
and
-- investments in subsidiaries and jointly controlled entities
where the Group is able to control the timing of the reversal of
the difference and it is probable that the difference will not
reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when the deferred tax
liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group
has a legally enforceable right to offset current tax assets and
liabilities and the deferred tax assets and liabilities relate to
taxes levied by the same tax authority on either:
-- the same taxable group company; or
-- different group entities which intend either to settle
current tax assets and liabilities on a net basis, or to realise
the assets and settle the liabilities simultaneously, in each
future period in which significant amounts of deferred tax assets
or liabilities are expected to be settled or recovered.
Property, plant and equipment
Items of property, plant and equipment are initially recognised
at cost. As well as the purchase price, cost includes directly
attributable costs and the estimated present value of any future
unavoidable costs of dismantling and removing items. The
corresponding liability is recognised within provisions.
Freehold land is not depreciated. Depreciation is provided on
all other items of property, plant and equipment so as to write off
their carrying value over their expected useful economic lives. It
is provided at the following rates:
Plant and machinery - 20% per annum straight line
Fixtures and Fittings - 10% per annum straight line
Computer equipment - 33% per annum straight line
Motor vehicles - 25% per annum straight line
Biological assets and produce
Biological assets consist of grape vines and are included in the
statement of financial position at fair value less costs to sell.
The determination of the fair value of grape vines requires
significant management judgement and, amongst others, the following
factors are considered: discount rate, the productive life and
yield of the vines, notional rents for land (to allow comparability
between freehold and leasehold vineyards) and expected sales
prices. Detailed explanations of the methods employed to value the
vines are described in note 12 to the accounts.
Gains and losses arising from changes in fair value are included
in the income statement in the period in which they arise.
Harvesting of the grape crop is ordinarily carried out in late
September or October. The costs of growing the grapes including
harvest costs are initially allocated into the cost of inventory
and at the point of harvest a fair value adjustment is made so that
the cost per tonne is adjusted to fair value. Grapes that are used
in production of the Group's own wine are included at fair value in
wine inventory. The fair value of grapes is determined by reference
to market prices at the time of harvest.
Inventories
Inventories are initially recognised at cost, and subsequently
at the lower of cost and net realisable value. Cost comprises all
costs of purchase, costs of conversion and other costs incurred in
bringing the inventories to their present location and
condition.
Weighted average cost is used to determine the cost of
ordinarily interchangeable items.
2 Critical accounting estimates and judgements
The Group makes certain estimates and judgements regarding the
future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. In the future, actual experience may differ from
these estimates. The estimates and judgements that have a
significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year
relate to the valuation of biological assets. Biological assets are
stated at fair value and the assumptions used are set out in note
12.
3 Financial instruments - Risk Management
The Group is exposed to risks that arise from its use of
financial instruments. This note describes the Group's objectives,
policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect
of these risks is presented throughout these financial
statements.
There have been no substantive changes in the Group's exposure
to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure
them from previous periods unless otherwise stated in this
note.
Liquidity risk
The Group closely monitors and manages its liquidity risk. Cash
forecasts are regularly produced and sensitivities run for
different scenarios.
Capital risk management
The Group's objectives when managing capital are to safeguard
the group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares and
increase or decrease debt.
Credit risk
Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions and the risk of default by
these institutions. The Group reviews the creditworthiness of such
financial institutions on a regular basis to satisfy itself that
such risks are mitigated. The Group's exposure to credit risk
arises from default of the counterparty, with a maximum exposure
equal to the carrying amount of the cash and cash equivalents as
shown in the consolidated statement of financial position.
Principal financial instruments
The principal financial instruments used by the Group, from
which financial instrument risk arises, are as follows:
-- Trade receivables
-- Cash and cash equivalents
-- Trade and other payables
4 Segmental information
The directors consider the Group to have only one operating
segment. Details of the sole operating segment are shown in the
consolidated statement of comprehensive income, statement of
financial position and consolidated statement of cashflow.
All operations are conducted in the United Kingdom.
5 Expenses by nature
2013 2012
GBP'000 GBP'000
Staff costs (see note 7) 99 -
Depreciation of property, plant and equipment (incl.
impairment) 18 8
Legal and professional costs 420 126
Other administration costs 74 9
-------- --------
Total cost of sales, administrative expenses, distribution
expenses and other operating expenses 611 143
======== ========
6 Auditors remuneration
2013 2012
GBP'000 GBP'000
Fees payable to the Group's auditors
* Audit: consolidation 11 11
* Audit: parent 5 5
* Audit: subsidiaries 5 4
Other services: readmission document 34 -
-------- --------
55 20
======== ========
7 Staff costs
2013 2012
GBP'000 GBP'000
Staff costs (including directors) comprise:
Wages and salaries 38 n/a
Fees 56 n/a
Social security contributions and similar taxes 5 n/a
-------- --------
99 n/a
======== ========
The 2012 comparatives reflect the fact that the board for
Shellproof Limited which merged with Shellproof PLC on 24 October
2012 were not remunerated.
The average number of employees of the Group, including
Directors, during the year was 3 (2012 - 3). Director's
remuneration was as follows:-
Salaries Fees 2013 2012
GBP'000 GBP'000 GBP'000 GBP'000
Ben Walgate 38 22 60 -
Ian Robinson - 24 24 -
Andrew Wilson - 10 10 -
--------- -------- -------- --------
38 56 94 -
--------- -------- -------- --------
Ben Walgate is the highest paid director. Fees in respect of Ian
Robinson and Andrew Wilson are payable to Anne Street Partners
Limited under the terms of agreements dated 8 October 2012. Fees
payable to Ben Walgate were made in respect of consultancy services
he provided up until 8th October 2012 when he was appointed Chief
Executive of the Group.
The directors are considered to be key management.
2013 2012
GBP'000 GBP'000
Key management personnel costs were as follows:
Short term employment benefits 99 n/a
-------- --------
99 na
======== ========
8 Finance income and expense
Recognised in profit or loss
2013 2012
Finance income GBP'000 GBP'000
Interest received on bank deposits 156 152
================ ================
Total finance income 156 152
================ ================
9 Taxation
2013 2012
GBP'000 GBP'000
Current tax expense
Current tax on profits for the year - -
-------- --------
- -
Total current tax
Deferred tax expense Origination and reversal
of temporary differences - -
-------- --------
Total tax expense - -
======== ========
2013 2012
GBP'000 GBP'000
(Loss)/profit on ordinary activities before
tax (454) 9
-------- --------
Loss)/profit on ordinary activities at the standard (109) -
rate of corporation tax in the UK for the period
of 24% (2012: 0%)
Effects of:
Tax losses carried forward 109 -
-------- --------
Tax charge for the year - -
======== ========
The change in the tax rate applied compared to the previous year
reflects the fact that the Group was not a UK entity in the prior
year and therefore was not subject to UK tax.
No deferred tax asset has been recognised on unutilised taxable
losses due to the lack of certainty that taxable profits will be
available against which deductible temporary differences can be
utilised. The unutilised tax loss carried forward are GBP235,000
(2012: nil).
10 (Loss)/Earnings per share
Basic earnings per ordinary share are based on an equity loss of
GBP454,000 (2012: GBP9,000) and 8,000,003 (2012: 8,000,002)
ordinary shares of 50 pence each, being the weighted average number
of shares in issue during the year. There is no adjustment to be
made for diluted earnings per ordinary share.
(Loss)/Earnings Weighted Earnings
GBP'000 average per ordinary
number of share - pence
shares
Year ended 31 March 2013 (454) 8,000,003 (5.68)
Year ended 31 March 2012 9 8,000,002 0.11
11 Property, plant and equipment
Freehold Plant, machinery Fixtures Computer Total
land and motor and fittings equipment
vehicles
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost or valuation
Balance at - - - - -
1 April 2011
Additions - 76 - - 76
Balance at
31 March 2012 - 76 - - 76
Balance at
1 April 2012 - 76 - - 76
Additions 222 32 40 3 297
--------- ----------------- -------------- ----------- --------
Balance at
31 March 2013 222 108 40 3 373
========= ================= ============== =========== ========
Plant,
Machinery
Fixtures
Freehold and motor And Computer
land Vehicles Fittings equipment Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Accumulated
depreciation
Balance at 1 April
2011
Depreciation -
charge - - - -
for the year - 8 - - 8
================= ================= ================= ================ ================
Balance at 31 March
2012 - 8 - -
Balance at 1
April
2012 - 8 - - 8
Depreciation charge
for the year - 17 - 1 18
================= ================= ================= ================ ================
Balance at
31 March 2013 - 25 - 1 26
================= ================= ================= ================ ================
Net book value
At 31 March 2012 - 68 - - 68
At 31 March 2013 222 83 40 2 347
================= ================= ================= ================ ================
12 Biological assets
The fair value of biological assets at the balance sheet date
was:
Vines
GBP'000
At 1 April 2012 -
Additions 153
Change in fair value 1
At 31 March 2013 154
=========
Vines:
The Group owns bearer biological assets in the form of grape
vines, which are cultivated on land owned by the Group. The grapes
produced from these vines will be used in the production of the
Estate's own wines.
The total area of vines at 31 March 2013 amounted to
approximately 7.7 acres (2012 - nil) of which approximately 7.7
acres (2012 - nil) can be classified as mature (i.e. four and a
half years after planting). The average peak productive life of
grape vines is estimated to be 25 years.
There were no grapes harvested during the current financial
year.
The fair value of mature grape vines was calculated by
discounting the net cash flows thereof over their remaining lives
at a pre-tax discount rate of 17% (2012 - n/a). The net cash flows
were calculated with reference to grape varieties, expected yields,
estimated future sales prices and estimated future production costs
based on anticipated costs and third party sale prices achieved.
Future prices are adjusted for inflation.
A 10% increase in the discount rate will result in a decrease in
fair value of the biological assets by GBP13,000. In addition
cashflows are projected over a number of years and based on
estimated harvest yields. Changes in the estimates could materially
impact estimates of future cashflows used in the assessment of the
fair values.
Planting expenditure is carried forward at cost in the statement
of financial position until the vines reach maturity, at which
point they are re-measured at fair value.
13 Subsidiaries
The principal subsidiaries of Shellproof PLC, all of which have
been included in these consolidated financial statements, are as
follows:
Name Country of incorporation Portion of ownership
interest at 31 March
2013 2012
Shellproof Wines
Limited England and Wales 100% 100%
Shellproof Wines Limited is involved in the production, sale and
distribution of English sparkling wine.
14 Inventories
2013 2012
GBP'000 GBP'000
Work-in-progress 137 84
-------- --------
137 84
======== ========
15 Trade and other receivables
2013 2012
GBP'000 GBP'000
Prepayments 156 19
Other receivables 139 1
-------- --------
Total trade and other receivables 295 20
======== ========
16 Trade and other payables
2013 2012
GBP'000 GBP'000
Trade payables 160 -
Accruals 31 24
-------- --------
Total financial liabilities, excluding loans
and borrowings, classified as financial liabilities
measured at amortised cost 191 24
Other payables - tax and social security payments 3 -
-------- --------
Total trade and other payables 194 24
======== ========
Book values are approximate to fair value at 31 March 2013 and
2012.
17 Redeemable preference shares
Issued and
fully paid
2013 2013 2012 2012
Number GBP'000 Number GBP'000
Redeemable preference shares
of
50p each
At 1 April - - - -
Issued during the year 99,999 50 - -
--------------------- ============== ============== ==============
At 31 March 99,999 50 - -
--------------------- ============== ============== ==============
On 24 September 2012 Shellproof PLC issued 99,999 redeemable
preference shares of fifty pence each. The shares are redeemable at
the option of the Directors of the Company or the holder of the
redeemable preference shares.
18 Share capital
Issued and
fully paid
2013 2013 2012 2012
Number GBP'000 Number GBP'000
Ordinary shares of 50p each
At 1 April 8,000,002 4,000 8,000,002 4,000
Other issues for cash during
the year 1 - - -
------------------ ============== ========== =============
At 31 March 8,000,003 4,000 8,000,002 4,000
------------------ ============== ========== =============
The share capital of GBP4,000,000 shown in 2012 relates to the
share capital of Shellproof Limited. On 24 October 2012 the
shareholders of Shellproof Limited exchanged their 50 pence
ordinary shares in that company for the same number of 50 pence
ordinary shares in Shellproof Plc.
19 Reserves
The following describes the nature and purpose of each reserve
within equity:
Reserves Description and purpose
Share Premium The share premium account
arose on the issue of shares
by the Company at a premium
to their nominal value. Expenses
of share issues are charged
to this account.
Merger reserve The merger reserve is the
difference between the fair
value of the shares issued
and the market value of the
shares acquired.
Retained earnings The retained earnings represent
cumulative net gains and losses
recognised in the Group's
statement of consolidated
income.
20 Related party transactions
At 31 March 2013 GBP3,009,000 (2012 - GBP4,123,000) of cash and
cash equivalents were held on deposit at British Caribbean Bank
Limited ('BCBL'), a related party. BCBL is a wholly owned
subsidiary of Waterloo Investment Holdings Limited ('WIHL'). Lord
Ashcroft, KCMG PC, is a controlling shareholder in both the Company
and WIHL.
On 24 September 2012 Shellproof PLC issued 99,999 redeemable
preference shares of fifty pence each to Lord Ashcroft KCMG PC. The
amount of GBP50,000 in relation to these redeemable preference
shares is also shown in other receivables. The preference shares
will be redeemed, and the receivable paid, following the placing
referred to in note 21.
Anne Street Partners Limited is considered a related party by
virtue of the fact that Ian Robinson, a director of Shellproof PLC,
is also a director of Anne Street Partners Limited. During the year
Anne Street Partners Limited charged the Company GBP83,769 (2012 -
nil) in relation to directors fees GBP33,769 (2012 - nil) and
management services GBP50,000 (2012 - nil). At 31 March 2013 an
amount of GBP60,000 inclusive of VAT (2012 - nil) was due to Anne
Street Partners Limited and is shown within trade and other
payables.
21 Post balance sheet events
On the 3 September 2013 the Group announced the acquisition of
the Gusbourne Estates Business, a placing to raise GBP2.85m and
re-admission to AIM. Further details of the acquisition can be
found in the Admission document on the Group's website,
www.shellproofplc.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR KMGGLGZFGFZZ
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