TIDMVPHA
RNS Number : 2065Y
VPhase PLC
22 January 2014
Press Release 22 January 2014
VPhase plc
("VPhase" or the "Company" or the "Group")
Consolidated Interim Financial Statements
for the six months ended 30 June 2013
VPhase plc (AIM:VPHA), today reports its Interim Results for the
six months ended 30 June 2013 and progress since then on converting
the Group to an investment shell.
The Group has today also issued a separate announcement relating
to a conditional fundraising of GBP150,000 and associated corporate
actions.
It is expected that trading in the existing ordinary shares of
the Company (trading of which had been suspended), will be restored
today at 7.30am.
For further information:
VPhase plc www.vphase.co.uk
Rick Smith, Director +44 (0) 7582468505
Panmure Gordon www.panmure.com
Hugh Morgan / Callum Stewart - +44 (0) 20 7786 2500
Corporate Finance
Adam Pollock - Corporate Broking
Six month review
Following the excellent growth seen in 2012 it was a
disappointing start to 2013. Having raised GBP519,000 of new funds
and with the recently signed BG contract, expectations were for
continued growth. However, the introduction of the Green Deal and
the Energy Company Obligation had a deleterious impact on the
demand for all energy efficiency products including voltage
optimisation. To compound matters the welfare reform that
introduced a tax on spare bedrooms in council and housing
association homes, referred to as Registered Social Landlords
("RSL") led to a reduction in budgets available for refurbishment
and energy efficiency measures. As RSLs were a key focus for the
Group this had a deleterious impact on sales and whilst momentum
had been initially maintained it dropped dramatically in the second
quarter.
In the second quarter of 2013 it became apparent that with the
downturn in performance and the level of funds available that
additional funding would be required to ensure that the Group could
continue to trade. An approach was made to our existing
institutional investors; however given the deterioration in trading
performance and uncertainty surrounding the wider market for energy
efficiency products the existing institutional investors were
unwilling to commit funds and new institutions were also deterred
by that stance.
The Board explored other sources of funding including equity
backed loans, debt facilities and convertible loan notes but it
became apparent that funds were either not available in sufficient
quantum or as timely as required and on 20 June 2013 we requested
the suspension of our shares from trading on the AIM Market of the
London Stock Exchange. During this period we sought the advice from
BDO LLP in relation to the options available to us. Given the
Groups financial position the Directors filed notices of intention
to appoint Administrators for the Group on 12 July 2013.
Between 12 July 2013 and 22 August 2013, the business and its
assets were marketed and a solvent solution was identified where
the trading subsidiary would be sold as a going concern and the
holding company VPhase plc converted into an investment shell.
During this period the Directors took legal advice on the extension
to the Intention to Appoint Administrators each time it lapsed and
maintained the protection for the Group by extending the notice. On
22 August 2013, the third notice lapsed and it was not deemed
appropriate to extend the Notice as the solvent solution for the
subsidiary was progressing well. Unfortunately the terms of the
restructuring of VPhase plc could not be agreed and as a result of
the time delays the purchaser of the trading subsidiary withdrew
their offer on 3 September 2013. On 4 September 2013, the Directors
made an application for the appointment of Joint Administrators and
Dermot Justin Power and Patrick Alexander Lannagan were
appointed.
On 6 September 2013, 9 out of 17 employees were made redundant
and the remainder by the 30 September with the majority having
exited the business by 24 September 2013. During this period the
Administrators sold the intellectual property and tooling for
GBP200,000 and commenced the disposal of the inventory with
expectations that they would receive at least GBP50,000. As at time
of writing around GBP58,000 has been received and GBP77,000 of
debtors representing 68% of the book debts at time of
administration. These numbers have been used to restate the Group's
assets to their net realisable value given that the going concern
principle cannot be applied to the previous trade.
On 20 September 2013, Vanda Murray OBE, and Duncan Sedgwick both
resigned from the Board and I would like to express on behalf of
the Board our gratitude to the support they have shown during their
tenure.
On 12 November 2013, at a meeting of creditors the Joint
Administrators' proposals were approved, including that the Joint
Administrators propose a Company Voluntary Arrangement ("CVA"). At
subsequent meetings of creditors and members, also held on 12
November 2013, the CVA was approved. Under the terms of the CVA
Dermot Power and Patrick Lannagan will be appointed Supervisors.
The CVA commenced on 12 November 2013. The terms of the CVA were
discussed in the documents issued to Creditors and Members. Broadly
the Supervisors will receive any dividend from Vphase Smart Energy
Limited, along with a contribution from a third party, and will
distribute these funds to Creditors. Upon the funds being
distributed the CVA will be completed.
The CVA enables VPhase plc to propose to members that it is
being reconstructed into a debt free investment shell. The Group
has today issued a separate announcement relating to a conditional
fundraising of GBP150,000 and associated corporate actions. Further
details can be found in the circular to shareholders dated 22
January 2014 and related announcement.
Rick Smith
Director
22 January 2014
Unaudited consolidated income statement
Audited
Unaudited 6 months to Unaudited 6 months to Year to 31 December 2012
Note 30 June 2013 30 June 2012
GBP'000 GBP'000 GBP'000
Discontinued operations
Revenue 4 420 658 1,378
Cost of sales (339) (470) (1,015)
--------------------- --------------------- --------------------------
Gross profit 81 188 363
Administrative expenses (1,001) (993) (2,020)
--------------------- --------------------- --------------------------
Write down of assets and severance
costs 3 (1,789) - -
Operating loss (2,709) (805) (1,657)
Finance costs (12) - (1)
--------------------- --------------------- --------------------------
Loss before income tax (2,721) (805) (1,658)
Income tax credit 46 - -
--------------------- --------------------- --------------------------
Loss for the financial period (2,675) (805) (1,658)
===================== ===================== ==========================
Earnings per share:
Basic & Diluted
loss per share 5 (0.19p) (0.10p) (0.13p)
===================== ===================== ==========================
The Group has no items to be recognised in the "Consolidated
statement of comprehensive income" and consequently this statement
has not been shown.
The notes are an integral part of these unaudited Consolidated
Interim Financial Statements.
Unaudited consolidated statement of financial position
Unaudited Unaudited Audited
as at as at as at December
30 June 30 June 2012
2013 2012
GBP'000 GBP'000 GBP'000
Assets
Non-current assets
Intangible assets 200 383 481
Property, plant and equipment - 141 193
200 524 674
Current assets
Inventories 399 713 1,058
Trade and other receivables 173 367 236
Cash and cash equivalents 81 1,351 359
--------- --------- ---------------
653 2,431 1,653
Total assets 853 2,955 2,327
========= ========= ===============
Liabilities
Current liabilities
Trade and other payables 644 581 567
Provision 430 - 101
Borrowings 309 - 54
--------- --------- ---------------
Total liabilities 1383 581 722
--------- --------- ---------------
Equity
Equity attributable to equity holders of the parent
Share capital 3,474 3,193 3,202
Share premium account 7,490 7,211 7,223
Merger relief reserve 1,150 1,150 1,150
Capital redemption reserve 994 994 994
Retained earnings (9,957) (6,761) (7,614)
Reverse acquisition reserve (3,682) (3,682) (3,682)
Other reserves - 269 332
--------- --------- ---------------
Total equity (531) 2,374 1,605
--------- --------- ---------------
Total equity and liabilities 853 2,955 2,327
========= ========= ===============
The notes are an integral part of these unaudited Consolidated
Interim Financial Statements.
Unaudited consolidated statement of changes in equity
Share Share Merger Capital Retained Reverse Warrant Other Total
capital premium relief redemption earnings acquisition reserve reserves equity
account reserve reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
January 2013 3,202 7,223 1,150 994 (7,614) (3,682) - 332 1,605
Loss for the
financial
period - - - - (2,675) - - - (2,675)
---------- --------- --------- ---------- --------- ----------- --------- --------- ----------
Total
comprehensive
income (10,289) (1,070)
---------- --------- --------- ---------- --------- ----------- --------- --------- ----------
Share-based
payments 12 15 - - - - - - 27
Proceeds from
placing 260 252 - - - - - - 512
Lapsed Options - - - - 332 - - (332) -
Balance at 30
June 2013 3,474 7,490 1,150 994 (9,957) (3,682) - - (531)
========== ========= ========= ========== ========= =========== ========= ========= ==========
Share Merger Capital Retained Reverse Warrant Other Total
Share premium relief redemption earnings acquisition reserve reserves equity
capital account reserve reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
January 2012 3,180 7,188 1,150 994 (5,956) (3,682) - 250 3,124
Loss for the
financial
period - - - - (805) - - - (805)
---------- --------- --------- ---------- --------- ----------- --------- --------- ----------
Total
comprehensive
income
---------- --------- --------- ---------- --------- ----------- --------- --------- ----------
Share-based
payments 13 23 - - - - - 19 55
Balance at 30
June 2012 3,193 7,211 1,150 994 (6,761) (3,682) - 269 2,374
========== ========= ========= ========== ========= =========== ========= ========= ==========
Unaudited consolidated statement of changes in equity
(continued)
Share Share Merger Capital Retained Reverse Warrant Other Total
capital premium relief redemption earnings acquisition reserve reserves equity
account reserve reserve reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
January 2012 3,180 7,188 1,150 994 (5,956) (3,682) - 250 3,124
Loss for the
financial
period - - - - (1,658) - - - (1,658)
---------- --------- --------- ---------- --------- ----------- --------- --------- ----------
Total
comprehensive
income
---------- --------- --------- ---------- --------- ----------- --------- --------- ----------
Share-based
payments - - - - - - - 82 82
Shares issued
during 2012 22 35 - - - - - - 57
Balance at 31
December 2012 3,202 7,223 1,150 994 (7,614) (3,682) - 332 1,605
========== ========= ========= ========== ========= =========== ========= ========= ==========
Unaudited consolidated statement of cash flows
Unaudited 6 months to Unaudited 6 months to Audited
30 June 2012 30 June 2012 Year to 31 December 2012
GBP'000 GBP'000 GBP'000
Cash flows from operating activities
Loss before income tax (2,721) (805) (1,658)
Adjustments for:
Depreciation 47 28 71
Amortisation 78 40 80
Write down of assets 1,789 - -
Share-based payments - 19 82
Other share-based payments - 36 -
Increase in warranty provision 21 - -
(Increase)/decrease in trade and other receivables (27) (104) 27
Increase in inventories (354) (43) (388)
Increase in trade payables 77 230 317
------- ----- -------
Net cash used in operating activities (1,090) (599) (1,469)
Taxation
Tax received 46 - -
Cash flows from investing activities
Expenditure on intangible assets (15) (112) (250)
Purchase of property, plant and equipment (14) (86) (181)
Interest costs (11) - (1)
------- ----- -------
Net cash used in investing activities (40) (198) (432)
------- ----- -------
Cash flows from financing activities
Finance income 11 - 1
Net proceeds from the issue of ordinary shares 539 - 57
Increase in borrowings 256 - 54
------- ----- -------
Net cash from financing activities 806 - 112
------- ----- -------
Net decrease in cash and cash equivalents (278) (797) (1,789)
Cash and cash equivalents at beginning of the period 359 2,148 2,148
------- ----- -------
Cash and cash equivalents at end of the period 81 1,351 359
======= ===== =======
These notes are an integral part of these unaudited Consolidated
Interim Financial Statements.
Notes to the Consolidated Interim Financial Statements
1 Nature of operations and general information
VPhase plc ("the Company") and its subsidiaries (together "the
Group") suspended activities on 4 September 2013 when it appointed
Dermot Power and Patrick Alexander Lannagan of BDO LLP, 3 Hardman
Street, Manchester, M3 3AT as its administrators. Previously the
Group had been developing products that provide energy efficiency
solutions to certain identified problems in the energy market. As a
result of failing to get funding to continue to progress its
products the Board has terminated the service contracts off all the
Group's executive directors and employees and via a Company
Voluntary Arrangement has compromised all external liabilities with
the exception of modest ongoing professional and regulatory costs
necessary to retain the Company's listing on AIM.
Following the Company entering the Company Voluntary
Arrangement, the full control of the company reverted to the Board
on 27 December 2013 and the existing shares will be re-admitted to
trading on AIM at 7.30 am on 22 January 2014.
VPhase plc is incorporated in England and Wales. The address of
the registered office is 39 Long Acre, London, WC2E 9LG. The
Company does not trade at present. VPhase plc's shares are listed
on the AIM Market of the London Stock Exchange.
VPhase plc's Consolidated Interim Financial Statements are
presented in pounds sterling (GBP), which is also the functional
currency of the parent company.
2 Basis of preparation
These Consolidated Interim Financial Statements are for the six
months ended 30 June 2013. They have not been prepared in
accordance with IAS 34 Interim Financial Reporting. They do not
include all of the information required for full annual financial
statements, and should be read in conjunction with the consolidated
financial statements of the Group for the year ended 31 December
2012.
The financial information set out in these Financial Statements
does not constitute statutory accounts as defined in Section 434 of
the Companies Act 2006. The consolidated statement of financial
position as at 31 December 2012 and the consolidated income
statement, consolidated statement of cash flows, consolidated
statement of changes in equity and associated notes for the year
then ended have been extracted from the Group's Financial
Statements as at 31 December 2012. Those Financial Statements have
received an unqualified report with an emphasis of matter in
respect of going concern from the auditors and have been delivered
to the Registrar of Companies. The 2012 statutory accounts
contained no statement under section 498(2) or section 498(3) of
the Companies Act 2006.
The Consolidated Interim Financial Statements for the period
ended 30 June 2013 have not been audited or reviewed in accordance
with International Standard on Review Engagement 2410 issued by the
Auditing Practices Board.
The Consolidated Interim Financial Statements have been approved
by the Board of Directors on 20 January 2014.
These financial statements have been prepared under the
historical cost convention.
The Company has not prepared these statements on a going concern
basis and has realised a write-down of assets to their estimated
net realisable value with a charge to the income statement of
GBP1,789,000.
3 Post balance sheet events
On 4 September 2013 the business entered Administration and on
24 September 2013 various assets were disposed of. The results for
the six month period ending 30 June 2013 were restated as the going
concern principal could no longer be applied and the value of
assets were written down to their realisable value based upon the
realisation of amounts, or estimation of amounts to be realised, on
disposal as set out below:
Book value Realisable value
Asset GBP'000 GBP'000 Charge to the income statement GBP'000
Intangible assets 418 200 218
Tangible assets 160 - 160
Inventories 1,413 399 1,014
Trade & other receivables 263 173 90
---------- ---------------- --------------------------------------
2,254 772 1,481
---------- ----------------
Increase in provisions - - 307
--------------------------------------
Charge to the income statement 1,789
--------------------------------------
In addition a provision for employee claims was created and
charged to the income statement GBP257,000 (2012: GBPnil) and an
additional provision for cancellation of leases was created and
charged to the income statement GBP50,000 (2012: GBPnil) resulting
in an increase in provisions of GBP307,000.
4 Segment analysis
The business of the Group comprises one segment, energy
efficiency, and as such no segmental information is provided. The
Group operates entirely within the United Kingdom.
5 Loss per ordinary share
The calculation of the basic loss per ordinary share is based on
the earnings attributable to ordinary shareholders divided by the
weighted average number of shares in issue during the period.
Reconciliations of the loss and weighted average number of
shares used in the calculations are set out below:
Unaudited Unaudited
6 months to 6 months to Audited
30 June 2013 30 June 2012 Year to 31 December 2012
Loss attributable to equity shareholders of the Company
(GBP'000) (2,675) (805) (1,658)
Weighted average number of shares (thousands) 1,387,866 838,524 1,277,155
Basic and diluted loss per share (pence) (0.19) (0.10) (0.13)
-------------- -------------- -------------------------
The share options and warrants in issue are anti-dilutive in
respect of the basic loss per share calculation and have therefore
been excluded in the above calculations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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