TIDMHWC
RNS Number : 2501I
Highway Capital PLC
01 July 2013
HIGHWAY CAPITAL PLC
AUDITED RESULTS FOR THE YEAR ENDED 29 FEBRUARY 2012
CHAIRMAN'S STATEMENT
Results for 12 months ended 28 February 2013 show a loss before
tax of GBP116,493 (2012: GBP93,105 loss).
The company had cash in the bank and in hand of GBP54,721 at the
balance sheet date. The board does not consider it appropriate to
declare a dividend. During the year the underlying costs associated
with maintaining the listing have remained in line with prior
years, however additional professional costs have been incurred in
relation to the corporate changes described below and these are
reflected in the final figures.
The board has continued to explore opportunities to increase
shareholders' value, unfortunately, as I have previously indicated,
any proposed acquisition has needed the support of both major
shareholders as they each hold in excess of 25% of the shares, and
none has yet proved suitable to both.
This continuing structural situation has resulted in the cash
resources of the company being increasingly depleted and during the
year the board decided to investigate injecting additional equity
capital into the company. During these discussions an issue
regarding the company's listing category arose. The company's
listing category was premium (commercial company) and it was drawn
to the attention of the board that the company was not therefore
compliant with one of the continuing obligations required of
companies falling within this listing category by virtue of the
company not currently carrying on an independent business as
required by Listing Rule 6.1.4(3) and Listing Rule 9.2.2A.The
alternatives available to the board were to transfer the company to
a standard listing or to cancel its listing completely. After
careful consideration, the board concluded that it would be
appropriate to transfer the company's listing category on the
Official List to a standard listing.
The alternative of cancelling the company's listing would have,
in the opinion of the board, resulted in an inability to raise
further capital and complete an acquisition, resulting in
liquidation of the company immediately upon cancellation of the
listing, which would be unlikely to generate any value for
shareholders.
To that end, on 20 May 2013, the company called a general
meeting to seek shareholder approval for this change to a standard
listing. Under the listing rules, the proposed transfer required
the company to obtain the prior approval of a resolution for such
transfer from not less than 75 per cent. of shareholders who vote
in person or by proxy at a general meeting. Therefore, the
resolution proposed at the general meeting to approve the proposed
transfer was a special resolution. The meeting, held on 12 June
2013, approved this change and as the date of transfer to a
standard listing must not be less than 20 business days after the
resolution is passed, it is anticipated that the date of transfer
will be 11 July 2013. Once this transfer is effected the board
intends to seek approval for additional equity capital to be
injected into the company.
In order to ensure adequate resources until this transfer is
completed the company called a further general meeting on 21 June
2013 to seek shareholder approval, by way of an ordinary resolution
for the company to be permitted to borrow up to GBP150,000 and this
resolution was approved.
Following the passing of this resolution, the board entered into
discussions with Mr M Szytko, who agreed to make a loan to the
company of GBP150,000 on normal commercial terms.
Having effected the above changes, the board believes that not
only will it be able to continue its search for an acquisition to
generate a significant increase in shareholder value, but also that
it will reduce the costs associated with maintaining its listing.
We will continue to work with both major shareholders to identify
an acceptable target and will inform you of any developments.
D M D A Wheatley
Chairman
28 June 2013
DIRECTORS' RESPONSIBILITY STATEMENT
Company law requires the directors to prepare accounts for each
financial year which give a true and fair view of the state of
affairs of the company and of the profit or loss for that period.
In preparing those accounts, the directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and estimates that are reasonable and prudent;
- follow applicable accounting standards, subject to any
material departures disclosed and explained in
the accounts; and
- prepare the accounts on the going concern basis unless it is
inappropriate to presume that the company
will continue in business.
The directors are responsible for maintaining proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that
the accounts comply with the Companies Act 2006. They are
responsible for the system of internal control, and for taking such
steps as are reasonably open to them to safeguard the assets of the
company and to prevent and detect fraud and other irregularities.
The directors are also responsible for ensuring that all
information relevant to the audit has been made available to the
auditors.
Under applicable law and regulations, the directors are also
responsible for preparing a directors' report, directors'
remuneration report and corporate governance statement that comply
with that law and those regulations.
The directors confirm that, to the best of their knowledge and
belief:
- the accounts in this document, prepared in accordance with
applicable UK law and accounting
standards, give a true and fair view of the assets, liabilities,
financial position and loss of the company; and
- the business review and management report in the directors'
report includes a fair review of the
development and performance of the business and the position of
the company, together with a description of the principal risks and
uncertainties that it faces.
PROFIT AND LOSS ACCOUNT
YEAR ENDED 28 FEBRUARY 2013
Notes 2013 2012
-------------------------------------------------------------------------------------- ----- ---------- ---------
Management fees - -
Other income - -
Administrative expenses (116,772) (93,802)
-------------------------------------------------------------------------------------- ----- ---------- ---------
Operating loss Interest receivable 2 (116,772) (93,802)
279 697
-------------------------------------------------------------------------------------- ----- ---------- ---------
(116,493) (93,105)
Loss on ordinary activities before taxation Tax credit on loss on ordinary activities 5 - -
-------------------------------------------------------------------------------------- ----- ---------- ---------
Loss for the financial year (116,493) (93,105)
-------------------------------------------------------------------------------------- ----- ---------- ---------
Basic and diluted loss per share 7 (1.47)p (1.17)p
-------------------------------------------------------------------------------------- ----- ---------- ---------
Basic and diluted loss per share from continuing operations 7 (1.47)p (1.17)p
Continuing operations
There are no acquired or discontinued operations in the above
two financial periods. Total recognised gains and losses
The company has no recognised gains or losses other than the
profit or loss for the above two financial periods.
RECONCILIATION OF EQUITY SHAREHOLDERS' FUNDS
2013 2012
------------------------------------------- --------- ----------
Loss attributable to ordinary shareholders (116,493) (93,105)
Dividends - -
------------------------------------------- --------- ----------
Net decrease in shareholders' funds (116,493) (93,105)
Shareholders' funds at 1 March 2012 117,518 210,623
------------------------------------------- --------- ----------
Shareholders' funds at 28 February 2013 GBP1,025 GBP117,518
BALANCE SHEET
AT 28 FEBRUARY 2013
Notes 2013 2012
----------------------------------------------- ----- --------- ----------
Fixed assets
Investments 8 - -
----------------------------------------------- ----- --------- ----------
- -
Current assets
Debtors 10 3,740 4,049
Cash at bank and in hand 54,721 136,199
----------------------------------------------- ----- --------- ----------
58,461 140,248
Creditors: amounts falling due within one year 11 (57,436) (22,730)
----------------------------------------------- ----- --------- ----------
Net current assets 1,025 117,518
----------------------------------------------- ----- --------- ----------
Net assets GBP1,025 GBP117,518
----------------------------------------------- ----- --------- ----------
Capital and reserves
Share capital 14 158,913 158,913
Share premium 17 295,437 295,437
Profit and loss account 17 (453,325) (336,832)
----------------------------------------------- ----- --------- ----------
Total equity shareholders' funds GBP1,025 GBP117,518
----------------------------------------------- ----- --------- ----------
Approved by the board on 28 June 2013
D M D A Wheatley
Chairman
CASH FLOW STATEMENT
YEAR ENDED 28 FEBRUARY 2013
Notes 2013 2012
--------------------------------------------------------------------- ----- --- ----------- --- -----------
Net cash outflow from operating activities
Returns on investments and servicing of finance
Interest received 21(a) 279 (81,757) 697 (93,345)
--------------------------------------------------------------------- ----- --- ----------- --- -----------
Net cash inflow from returns on investments and servicing of finance
Taxation 279 697
Corporation tax - -
Equity dividends paid - -
--------------------------------------------------------------------- ----- --- ----------- --- -----------
Decrease in cash 21(b) GBP(81,478) GBP(92,648)
NOTES TO THE ACCOUNTS
YEAR ENDED 28 FEBRUARY 2013
1. Accounting policies
Basis of accounting
The accounts have been prepared under the historical cost
convention and in accordance with applicable accounting
standards.
Highway Capital plc does not prepare consolidated accounts and
the directors have therefore continued to prepare its accounts in
accordance with UK rather than international accounting standards,
as permitted under EC Regulation 1606/2002.
Going concern
The company is a "cash shell", and, apart from a small amount of
interest receivable, currently has no income stream. Until a
suitable trading business is acquired, it is therefore dependent on
its cash reserves to fund ongoing costs. At the date of approval of
the accounts the company has agreed the additional funding that it
considers necessary to enable it to be able to continue to meet its
liabilities as they fall due, but the funds have not yet been
received.
After reviewing the company's budget for 2013/2014 and its
medium term plans, the directors have a reasonable expectation
that, following the GBP150,000 loan to the company that Mr M
Szytko, a director and shareholder of the company, has agreed to
provide on normal commercial terms, the company will have adequate
resources to continue in operational existence for the foreseeable
future. The company has received written confirmation that the full
amount of the loan will be received shortly after the date of
approval of the accounts. For this reason, they continue to adopt
the going concern basis in preparing the accounts.
The accounts do not include any adjustments that would result if
the company were unable to continue as a going concern.
Consolidation
At 28 February 2013, Highway Capital plc was a stand-alone
company and is therefore not required to prepare consolidated
accounts.
Depreciation
Depreciation is provided on all fixed assets at rates calculated
to write off the cost of each asset on a straight line basis over
its expected useful life.
Stocks and work-in-progress
Stocks and work-in-progress are stated at the lower of cost and
net realisable value.
Deferred taxation
Deferred tax is provided in full at appropriate rates in respect
of taxation deferred by timing differences between the treatment of
certain items for taxation and accounting purposes, if those timing
differences are not permanent and have originated but not reversed
by the balance sheet date. The deferred tax balance has not been
discounted.
Finance leases and hire purchase commitments
Assets obtained under finance leases and hire purchase contracts
are capitalised in the balance sheet and depreciated over their
useful economic lives.
The interest element is charged to profit and loss account on a
straight line basis over the period of the finance leases or hire
purchase contracts.
Rentals paid under operating leases are charged to income on a
straight line basis over the lease period.
Foreign currencies
Profit and loss account transactions denominated in foreign
currencies are translated into sterling and recorded at the rate of
exchange ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign
currencies are retranslated at the rate of exchange ruling at the
balance sheet date.
All differences are taken to the profit and loss account.
Turnover
Turnover represents management fees receivable.
2. Operating loss This is stated after charging:
2013 2012
GBP GBP
Directors' remuneration - Salaries and fees 58,000 42,472
Auditors' remuneration - Audit services 9,000 8,900
- Taxation and other related compliance services 7,000 12,450
--------- ---------
3. Employees
The average number of employees during the year was made up as follows:
2013 2012
Directors 3 3
Other - -
--------- ---------
3 3
--------- ---------
Employee costs including directors during the year amounted to:
Salaries and fees 58,000 42,472
--------- ---------
GBP58,000 GBP42,472
--------- ---------
4. Directors' remuneration
Information relating to directors' emoluments is included in the
directors' remuneration report on pages 7 and 8 of the full
accounts.
5. Taxation Based on the loss for the year:
2013 2012
U.K. corporation tax at 20% (2012: 20%) - -
Under/(over) provision in previous years - -
------------ -----------
GBP- GBP-
------------ -----------
Factors affecting the tax charge/(credit) for the year
Loss on ordinary activities before taxation GBP(116,493) GBP(93,105)
------------ -----------
Loss on ordinary activities before taxation multiplied by the small company rate of UK
corporation
tax of 20% (2012: 20%) GBP(23,299) GBP(18,621)
------------ -----------
Effects of:
Current period tax losses not utilised 23,197 18,496
Disallowed expenditure/(income) 102 125
Adjustments to tax charge in respect of previous periods - -
------------ -----------
GBP23,299 GBP18,621
------------ -----------
Current tax charge/(credit) GBP- GBP-
------------ -----------
The company has estimated losses of GBP1,012,000 (2012:
GBP896,000) that may be available for carry forward against future
profits, and estimated capital losses of GBP1,460,000 (2012:
GBP1,460,000) that may be available for carry forward against
future chargeable gains. No deferred tax asset has been recognised
in the accounts in respect of these unrelieved losses.
6. Dividends
2013 2012
Interim paid nil per share (2012: nil) GBP- GBP-
7. Loss per share
The loss per ordinary share calculation has been based on the
loss attributable to ordinary shareholders of GBP116,493 (2012:
loss GBP93,105), divided by 7,945,638 (2012: 7,945,638), being the
weighted average number of ordinary shares in issue during the
year. The basic and the diluted loss per ordinary share are the
same.
There are no discontinued operations in either period and,
therefore, the basic and the diluted loss per ordinary share from
continuing operations are the same as the basic and the diluted
loss per ordinary share.
8. Investments
The company currently has no investments.
9. Capital commitments
At 28 February 2013 the company had no capital commitments.
10. Debtors
2013 2012
Other debtors 1,712 1,703
Prepayments 2,028 2,346
--------- ---------
GBP3,740 GBP4,049
--------- ---------
11. Creditors: amounts falling due within one year
2013 2012
Trade creditors 22,603 4,480
Accruals 34,833 18,250
--------- ---------
GBP57,436 GBP22,730
--------- ---------
12. Borrowings
The company had no bank loans or overdrafts existing at the
beginning or end of the year.
13. Deferred taxation
The estimated deferred tax asset not recognised in the accounts,
based on a 23% rate of tax, amounts to GBP568,000 (2012: based on a
24% rate of tax GBP565,000). Of this amount, GBP335,000 may be
recoverable by the company against future chargeable gains, and
GBP233,000 may be recoverable against future profits.
14. Share capital Number of Shares Nominal Value Number of Shares Nominal Value
2013 2013 2012 2012
Authorised -
Ordinary shares of 2p each 50,000,000 GBP1,000,000 50,000,000 GBP1,000,000
---------------- ------------- ---------------- -------------
Allotted, called-up and fully paid -
Ordinary shares of 2p each 7,945,638 GBP158,913 7,945,638 GBP158,913
---------------- ------------- ---------------- -------------
15. Related party transactions
16.
17.
There were no related party transactions in the year.
16. Post balance sheet events
Since the year end date the shareholders have passed the
following resolutions:
a) to change the company's status from a premium to a standard
listed company, which will take effect from 11 July 2013, and
b) to permit the company to borrow up to GBP150,000.
The company has agreed with Mr M Szytko, a director and
shareholder, that he will make a loan of GBP150,000 to the company
on normal commercial terms, to ensure that the company has adequate
resources prior to seeking shareholder approval for additional
equity capital to be injected into the company.
17. Reconciliation of movements on reserves
Share Profit
Premium and Loss
Account Account
At 1 March 2012 295,437 (336,832)
Retained loss for the year - (116,493)
At 28 February 2013 GBP295,437 GBP(453,325)
18 Other financial commitments
At 28 February 2013 the company had no commitments for the year
ending 28 February 2014 under non-cancellable operating leases.
19. Financial instruments
The Company's financial instruments comprise cash, trade debtors
and trade creditors that arise directly from its operations. The
Company's policy has been, and continues to be, that no speculative
trading in financial derivatives shall be undertaken.
20. Financial assets
The cash is held in bank current and premium accounts and on
treasury deposit, which receive varying rates of interest that is
recognised on a receivable basis. All financial assets and
liabilities are denominated in Sterling.
Fair value of financial assets and liabilities
The fair value of financial assets and liabilities, calculated
by discounting expected future cash flows at prevailing interest
rates, is not materially different from their book value, and is as
follows:
2013 2012
Financial assets
Receivables 3,740 4,049
Cash at bank 54,721 136,199
--------- ----------
GBP58,461 GBP140,248
--------- ----------
Financial liabilities
Payables: current liabilities GBP57,436 GBP22,730
--------- ----------
Hedging
The Company makes no use of forward currency contracts, other
financial derivatives or hedging. Interest rate risk
The Company does not have an interest rate policy in isolation
but regularly reviews the interest rates being received on
deposits.
Liquidity risk
The principal policy of the Company in managing liquidity risk
is to align the anticipated timing of expenditure with the
availability of its cash balances.
21. Cash flow statement
(a) Net cash outflow from operating activities
2013 2012
Operating loss (116,772) (93,802)
Decrease/(increase) in debtors 309 (418)
Increase in creditors 34,706 875
----------- -----------
Net cash outflow from operating activities GBP(81,757) GBP(93,345)
----------- -----------
1 March 2012 Cashflow 28 February 2013
(b) Analysis of net funds/(debt)
Net cash: cash at bank and in hand 136,199 (81,478) 54,721
Net funds/(debt) GBP136,199 GBP(81,478) GBP54,721
------------ ----------- ----------------
(c) Reconciliation of net cash flow to movement in net
funds/(debt)
2013 2012
Decrease in cash in the year (81,478) (92,648)
--------- ----------
Movement in net funds/(debt) in the year (81,478) (92,648)
Opening net funds/(debt) 136,199 228,847
--------- ----------
Closing net funds/(debt) GBP54,721 GBP136,199
--------- ----------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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