TIDMIAF
RNS Number : 7728K
Iafyds PLC
21 April 2015
Iafyds plc
("Iafyds" or the "Company")
Audited Results for the Year Ended 31 December 2014
The Board of Iafyds is pleased to announce its financial results
for the year ended 31 December 2014.
Review of the year
The year began with the decision, in February 2014, by
shareholders for the Company to become an Investment Company under
the AIM Rules. This required the Company to make an investment in
accordance with the Investing Policy within 12 months to avoid the
suspension in trading of the Company's shares for a period of six
months after which, without an appropriate transaction, the
Company's listing on AIM would be permanently cancelled.
Adopted Investing Policy summary
In summary, the investing policy adopted at the General Meeting
on 7 February 2014 was as follows:
"The Company's adopted Investing Policy is to invest in
businesses that typically have attributed to them some or all of
the following criteria and characteristics:
-- Strong management;
-- An established entity or product in growth mode;
-- A differentiated product or offering;
-- A significant potential market opportunity; and
-- The ability to generate strong cashflows in the future.
The Company will initially focus on projects located in the
United Kingdom but will also consider investments in other
geographical regions in the future."
Search for a qualifying investment
As reported in the interim statement in September 2014, in the
first half of 2014 the IPO market was strong and the supply of
suitable businesses prepared to list by way of a reverse takeover
was limited. After the summer break the position improved as the
number of IPO's fell although the price expectations of the owners
of some of the available businesses were, in the opinion of the
Iafyds Board, unrealistic.
Towards the end of the period under review and subsequently the
level of interest in Iafyds as an investment vehicle improved with
the further deterioration of the IPO market.
During the period under review we considered investments in a
number of sectors, including transportation, industrial coatings,
software, medical devices and the leisure industry. For differing
reasons these discussions all failed to result in a transaction to
put before shareholders for approval
Current position
CVA
Iafyds exited from administration on 27 December 2013 and
entered into a Company Voluntary Arrangement (CVA) with its
creditors. The CVA process was under the authority of BDO LLP who
acted as Supervisors of the CVA, ensuring adherence to the agreed
terms.
In February 2015, the Joint Supervisor, Patrick Alexander
Lannagan of BDO, confirmed to the Company that the liquidation is
complete in all respects and the final payments due to creditors
have been made.
Trading in the Company's shares
Under the AIM Rules Iafyds had 12 months to complete a
qualifying investment in accordance with the Company's investment
policy to avoid a suspension in the trading of the Company's
shares. That 12 month period ended on 6 February 2015, accordingly
trading of the Company's shares were suspended pending completion
of a qualifying investment.
Outlook
The listing of the Company's shares on AIM will be cancelled on
6 August 2015 if a qualifying transaction has not by then been
completed. The Directors have concluded that, given the time and
expense involved in completing a Reverse Takeover transaction the
Directors believe that if a suitable transaction has not been
agreed by the end of April 2015, it would be in the best interests
of the Company to use the remaining funds to achieve an orderly
wind down of the Companies activities. Accordingly, in the absence
of a potential qualifying transaction which has the support of the
Company's controlling shareholder, the Directors intend to commence
a liquidation of the Company from the beginning of May 2015.
Going concern
Following the Administration and the CVA, the Group no longer
conducts its original trading activities, the CVA was finalised and
settled in January 2015. The Directors have considered the
Company's new investment policy strategy. In order to avoid
suspension of its securities from trading, AIM Rule 15 requires an
investing company to make an acquisition which constitutes a
reverse takeover under AIM Rule 14 or otherwise implement its
investing policy to the satisfaction of the London Stock Exchange
by 6 August 2015. The Directors have prepared the financial
statement on a basis other than going concern as a result of their
conclusion that a qualifying investment is now unlikely to be made
and their intention is to lay a resultant proposal before
shareholders to commence liquidation of the Company from May
2015.
Funding
An injection of funds of GBP150,000 was made by Henderson by way
of a share placing in February 2014. On 30 June 2014 the Company
raised a further GBP110,000 by the issue of 3,666,666,666 Ordinary
Shares of 0.003 pence to Henderson. Following this issue,
Henderson's interest in the share capital of the Company increased
to 89.8 per cent.
The funds raised were to cover the anticipated running costs of
the Company in the event no qualifying investment was made before
the deadline. Following finalisation of the CVA, the Company has
and is forecast to have sufficient funds to execute the liquidation
plans appropriately.
Strategic Report
Business model
Until 4 September 2013 Iafyds plc (then VPhase plc) was an
energy efficiency technology company focused on the provision of
home energy efficiency products and services designed to reduce
energy consumption for domestic and small commercial properties.
The disposal of the intellectual property and business assets of
VSEL to Southern Fox Investments Limited and Bristol Bluegreen
Limited, for GBP200,000 on 24 September 2013, represented a
fundamental change to the business and resulted in the Company
disposing of all of its tangible operating assets and business.
This restructuring led to a fundamental change in the Company's
business as it was no longer engaged in any trading activities.
Consequently, the Company now constitutes an Investing Company, as
provided for by Rule 15 of the AIM Rules for Companies issued by
the London Stock Exchange.
Investing Policy
The Company's Investing Policy is to invest in businesses that
typically have attributed to them some or all of the following
criteria and characteristics:
-- Strong management;
-- An established entity or product in growth mode;
-- A differentiated product or offering;
-- A significant potential market opportunity; and
-- The ability to generate strong cash flows in the future.
The Company has focussed on projects located in the United
Kingdom but also has considered investments in other geographical
regions. The Company has considered a number of sectors; however,
the Directors recognised that there were sectors which are unlikely
to meet its investment criteria. Proposed investments sought were
to be made by the Company in just one investment which would have
been deemed to be a reverse takeover under the AIM Rules.
Given the time and expense involved in completing a Reverse
Takeover transaction the Directors believe that given a suitable
transaction has not been agreed at the date of this report, it
would be in the best interests of the Company to use the remaining
funds to achieve an orderly wind down of the Companies activities.
Accordingly, the Directors intend to commence a liquidation of the
Company from the beginning of May 2015.
Review of the business
The loss for the year was GBP83,000 (2013: GBP2,220,000).
The year began with the decision by shareholders for the Company
to become an Investment Company under the AIM Rules. This requires
the Company to make an investment in accordance with the Investing
Policy within 12 months to avoid the suspension in trading of the
Company's shares for a period of six months after which, without an
appropriate transaction, the Company's listing on AIM would be
permanently cancelled.
As reported in the interim statement in September 2014, in the
first half of 2014 the IPO market was strong and the supply of
suitable businesses prepared to list by way of a reverse takeover
was limited. After the summer break the position improved as the
number of IPO's fell although the price expectations of the owners
of some of the available businesses were, in the opinion of the
Iafyds Board, unrealistic.
During the period under review we considered investments in a
number of sectors, including transportation, industrial coatings,
software, medical devices and the leisure industry.
On 6 February 2015, Iafyds entered in a Memorandum of
Understanding ("MOU") to invest GBP2.1 million by way of
convertible loan into a retail business operating in a clearly
defined sub-sector of the leisure industry. On 19 March 2015,
following the collapse of an acquisition contemplated by the target
company, Iafyds announced this transaction would not proceed.
Going Concern
As noted in the Chairman's Statement, the Directors have
prepared the financial statement on a basis other than going
concern as a result of their intention to plan to liquidate the
Company in May 2015. Further details are included within Note 1 of
the financial statements.
Principal Risks and Uncertainties
Given the Directors intention to commence liquidation of the
Company from May 2015 the principle risks facing the Company are
those of an orderly closedown. The Directors intend to put in place
appropriate plans to achieve this following shareholder
approval.
Clive Carver
Chairman
21(st) April 2015
For further information please contact:
Iafdys plc: Clive Carver, Chairman iafydsplc@gmail.com
Panmure Gordon: Hugh Morgan +44 (0) 20 7886 2500
About Iafyds plc
Iafyds plc is an Investing Company under AIM rules and the
Company does not trade at present. Iafyds plc's shares are listed
on the AIM Market of the London Stock Exchange.
The results given below are extracted from the Iafyds full
Annual Report which is available from the Company's website
http://www.iafyds.co.uk/
Consolidated Income Statement
For the year ended 31 December 2014
Year Year
ended ended
31 December 31 December
2014 2013
Notes GBP '000s GBP '000s
Revenue - -
Cost of sales - -
------------ ------------
Gross profit - -
Administrative expenses 3 (83) (102)
------------ ------------
Loss from operating activities (83) (102)
Net finance costs - -
------------ ------------
Loss before taxation (83) (102)
Income tax expense 6 - -
------------ ------------
Loss for the year from continuing
operations (83) (102)
Loss for the year from discontinued
operations 2 - (2,118)
Loss for the year (83) (2,220)
Loss per share
Basic & fully diluted loss
per share (Pence) 7 (0.001) (0.16)
The loss for each year is also the total comprehensive loss for
that year and consequently no separate statement of comprehensive
loss is presented.
The notes on pages 22 to 37 are an integral part of these
Financial Statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2014
Share Share Merger Capital Retained Reverse Other Total
capital premium relief redemption earnings acquisition reserves equity
reserve reserve reserve
GBP GBP GBP GBP '000s GBP '000s GBP '000s GBP '000s
'000s '000s '000s
Balance at 1 January
2013 3,202 7,223 1,150 994 (7,614) (3,682) 332 1,605
Loss for the year - - - - (2,220) - - (2,220)
Total comprehensive
income - - - - (2,220) - - (2,220)
Other reserves
written off 332 (332) -
Shares issued in the
period 272 267 - - - - - 539
Balance at 31
December 2013 3,474 7,490 1,150 994 (9,502) (3,682) - (76)
---------------------- --------- --------- --------- ------------ ---------- ------------- ---------- --------
Balance at 1 January
2014 3,474 7,490 1,150 994 (9,502) (3,682) - (76)
Loss for the year - - - - (83) - - (83)
Total comprehensive
income - - - - (83) - - (83)
Shares issued in the
period 260 (49)(1) - - - - - 211
Balance at 31
December 2014 3,734 7,441 1,150 994 (9,585) (3,682) - 52
---------------------- --------- --------- --------- ------------ ---------- ------------- ---------- --------
1 During the year the Company issued two tranches of Ordinary
Shares (see Note 16) resulting in GBP49,000 of issue costs being
capitalised.
Consolidated Statement of Financial Position
As at 31 December 2014
31 31
December December
2014 2013
Assets Notes GBP GBP
'000s '000s
Current assets
Trade and other receivables 11 237 181
Cash and cash equivalents 70 -
---------------- ------------------
Total current assets 307 181
Total assets 307 181
================ ==================
Equity and liabilities
Attributable to the equity
holders of the Parent Company
Share capital 16 3,734 3,474
Share premium 7,441 7,490
Merger relief reserve 1,150 1,150
Capital redemption reserve 994 994
Retained earnings (9,585) (9,502)
Reverse acquisition reserve (3,682) (3,682)
Total equity 52 (76)
---------------- ------------------
Current liabilities
Trade and other payables 15 255 257
Total liabilities 255 257
---------------- ------------------
Total equity and liabilities 307 181
================ ==================
The financial statements of Iafyds plc (registered number
04958332) were approved and authorised for issue on 20 April 2015
and were signed on its behalf by:
Clive Carver
Chairman
Consolidated Cash Flow Statement
For the year ended 31 December 2014
Year Year
ended ended
31 December 31 December
2014 2013
GBP '000s GBP '000s
Cash flows from operating
activities
Cash consumed by operating
activities 18 (141) (655)
Net cash used in operating
activities (141) (655)
------------- -------------
Cash flows from investing
activities
Expenditure on intangible
assets - (15)
Purchases of property, plant
& equipment - (14)
Disposal of subsidiary - (187)
Net cash used in investing
activities - (216)
------------- -------------
Cash flows from financing
activities
Proceeds from issue of shares 260 519
Share issue costs (49) (7)
Net cash generated from financing
activities 211 512
------------- -------------
Net decrease in cash and
cash equivalents for the
year 70 (359)
Cash and cash equivalents
at beginning of the year - 359
Cash and cash equivalents 70 -
at end of the year
============= =============
Company Balance Sheet
As at 31 December 2014
31 31
December December
2014 2013
Notes GBP GBP
'000s '000s
Fixed Assets
Investments 10 - -
Current assets
Debtors 12 237 181
Cash and cash equivalents 70 -
------------------ ------------------
Total current assets 307 181
Creditors: amounts falling
due within one year 15 (255) (257)
------------------ ------------------
Net current assets / (liabilities) 52 (76)
Net assets / (liabilities) 52 (76)
================== ==================
Capital & Reserves
Share capital 21 3,734 3,474
Share premium 7,441 7,490
Merger relief reserve 1,150 1,150
Capital redemption reserve 994 994
Retained earnings (13,267) (13,184)
Other reserves - -
Shareholders' funds / (deficit) 52 (76)
------------------ ------------------
The financial statements of Iafyds plc (registered number
04958332) were approved and authorised for issue on 20 April 2015
and were signed on its behalf by:
Clive Carver
Chairman
Notes to the Financial Statements
1. Accounting Policies
Reporting entity
Iafyds plc ("the Company") and its subsidiaries (together "the
Group") previously developed products that provide energy
efficiency solutions to certain identified problems in the energy
market. The Company is now an investment company. The addresses of
its registered office and principal place of business are disclosed
on page 11 of the Group Financial Statements. Iafyds plc is a
public limited company incorporated in England and Wales under the
Companies Act 2006.
Basis of Preparation
The Group Financial Statements of Iafyds plc have been prepared
in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union. The Group Financial
Statements have been prepared under the historical cost
convention.
The Company Financial Statements have been prepared under the
historical cost convention and in accordance with the Companies Act
2006 and applicable UK accounting standards (United Kingdom
Generally Accepted Accounting Practice).
Going concern
Following the Administration and the CVA, the Group no longer
conducts its original trading activities, the CVA was finalised and
settled in January 2015. The Directors have considered the
Company's new investment policy strategy. In order to avoid
cancellation of its securities from trading, AIM Rule 15 requires
an investing company to make an acquisition which constitutes a
reverse takeover under AIM Rule 14 or otherwise implement its
investing policy to the satisfaction of the London Stock Exchange
by 6 August 2015. An appropriate investment has not been identified
as at the date of this report and hence the Directors intend to
commence liquidation of the company in May 2015 in the absence of a
qualifying transaction. The Directors have prepared the financial
statements on a basis other than going concern as a result of their
conclusion that a proposal be laid before shareholders to commence
liquidation of the Company from May 2015.
Critical Accounting Estimates and Judgments
The preparation of the Group Financial Statements in conformity
with IFRS as adopted by the European Union requires the use of
certain critical accounting estimates. It also requires management
to exercise its judgment in the process of applying the Group's
accounting policies.
Estimates and judgments are continually evaluated and are based
on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the
present circumstances.
The areas involving a higher degree of judgment or complexity,
or areas where assumptions and estimates are significant to the
Group Financial Statements are disclosed below.
Critical accounting judgements and policies
Going concern
The policy, and the basis of preparation, is contained on page
22.
Discontinued operations
The Company's principal subsidiary, VPhase Smart Energy Limited,
ceased trading operations and entered into Administration resulting
in loss of control in the prior year. Accordingly the results of
that company were presented as discontinued operations in the
financial statements in the prior year.
Taxation
The Directors have not recognised a deferred tax asset in
relation to unrealised tax losses as there are no future profits
available to utilise the tax losses available as the Directors
intend to liquidate the Company.
Basis of Consolidation
Reverse acquisition
On 26 September 2007, the Company changed its name to VPhase plc
and the Company became the legal holding company of VPhase Smart
Energy Limited via a share for share exchange. The share for share
exchange has been accounted for as a reverse acquisition.
The Group Financial Statements also incorporate the Financial
Statements of the Company and entities controlled by the Company
(its subsidiaries). Control is achieved where the Company has power
to govern the financial and operating policies of an entity so as
to obtain benefits from its activities.
Subsidiaries
The results of subsidiaries acquired or disposed of are included
in the Group Income Statement from the effective date of
acquisition or up to the effective date of disposal, as
appropriate. The Company continued to hold 100% of the share
capital of VPhase Smart Energy Limited ("VSEL"), a former
subsidiary of the Group which is now in liquidation. The Company
however no longer has control of that company following VSEL
entering Administration on 4 September 2013 resulting in a deemed
disposal and VSEL is therefore no longer a subsidiary of the
Company. The results of VSEL are consolidated only up to the date
that company entered Administration.
In accordance with Section 408 of the Companies Act 2006, no
profit and loss account is presented for the Company. The Company
made a loss for the year of GBP83,000 (2013: GBP2,220,000).
Intangible Assets
The carrying values of intangible assets are tested when events
or changes in circumstances indicate that the carrying amount may
not be recoverable.
Intangible assets are reviewed annually for impairment, and if
necessary an impairment loss is recognised in the Group Income
Statement within administrative expenses for the amount by which
the asset's carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of fair value, reflecting market
conditions less costs to sell, and value in use based on an
internal discounted cash flow evaluation. Intangible assets are
subsequently reassessed for indications that an impairment loss
previously recognised may no longer exist.
Property, Plant and Equipment
Property, plant and equipment are stated at historical cost less
depreciation. Depreciation of assets is calculated using the
straight line method to allocate their cost over their estimated
useful lives as follows:
Property, plant and equipment 3 years
Material residual value estimates are updated as required, but
at least annually, whether or not the asset is revalued. Gains and
losses on disposal are determined by comparing net proceeds with
the carrying amount. These are included in the Group Income
Statement. Provision is made for any impairment.
Financial Assets
Financial assets are classified into the following specified
categories: financial assets 'at fair value through profit or loss'
("FVTPL"), 'held to maturity' investments, 'available for sale'
("AFS") financial assets and 'loans and receivables'. The
classification depends on the nature and purpose of the financial
assets and is determined at the time of initial recognition. The
Group currently has only loans and receivables.
Effective interest method
The effective interest method is a method of calculating the
amortised cost of a financial asset/liability and of allocating
interest income/expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated future
cash receipts/payments through the expected life of the financial
asset/liability, or, where appropriate, a shorter period.
Loans and receivables
Trade and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as
loans and receivables as is cash and cash equivalents. Loans and
receivables are measured initially at fair value and thereafter at
amortised cost using the effective interest method, less any
impairment. Interest income is applied by applying the effective
interest rate, except for short-term receivables when the
recognition of interest would be immaterial.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at
each reporting date. Financial assets are impaired where there is
objective evidence that as a result of one or more events that
occurred after initial recognition of the financial asset, the
estimated cash flows of the investment have been impacted.
For financial assets carried at amortised cost, the amount of
the impairment is the difference between the asset's carrying
amount and the present value of estimated future cash flows,
discounted at the financial asset's original effective interest
rate.
The carrying amount of the financial asset is reduced by the
impairment loss directly for all financial assets with the
exception of trade receivables, where the carrying amount is
reduced through the use of an allowance account.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand and demand
deposits together with other short term highly liquid investments
that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value.
Trade Payables
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method.
Other Financial Liabilities
Other financial liabilities including borrowings are recognised
initially at fair value, net of transaction costs incurred. These
are subsequently recorded at amortised cost using the effective
interest method, with interest related charges recognised as an
expense in finance costs in the income statement.
Revenue Recognition
Revenue comprises the fair value of the consideration received
or receivable for the sale of goods and services in the ordinary
course of the Group's activities excluding VAT and trade discounts.
Revenue is recognised as follows:
Sales of goods
Revenue from the sales of goods is recognised when all the
following conditions have been satisfied:
-- the Group has transferred to the buyer the significant risks
and rewards of ownership of the goods which is when the goods have
been delivered to, or collected by the buyer;
-- the Group retains neither continuing managerial involvement
to the degree usually associated with ownership nor effective
control over the goods sold which is when the goods have been
delivered to, or collected by the buyer;
-- the amount of revenue can be measured reliably;
-- it is probable that the economic benefits associated with the
transaction will flow to the Group; and
-- the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Operating leases
Assets leased under operating leases are not recorded on the
balance sheet and rental payments are charged directly to the
income statement on a straight line basis over the term of the
lease.
Research and Development
Research costs are charged against income as incurred. Certain
development costs are capitalised once it can be demonstrated that
the product is clearly identifiable, technically and commercially
feasible, will generate future economic benefits, and the Group has
sufficient resources to complete development. Such intangible
assets are amortised on a straight line basis from the point at
which the asset is ready for use over the period of the expected
benefit, and are reviewed for impairment when events or changes in
circumstances indicate that the carrying value may not be
recoverable. Other development costs are charged against income as
incurred since the criteria for their recognition as an asset are
not met.
Current Tax
The tax currently payable is based on taxable profit for the
year. Taxable profit differs from profit as reported in the Group
Income Statement because it excludes/includes items of income and
expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the reporting
date.
Deferred Tax
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit and is accounted for using the
balance sheet liability method. Deferred tax liabilities that are
recognised are provided in full, with no discounting. Deferred tax
assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be
offset against future taxable income. Current and deferred tax
assets and liabilities are calculated at tax rates that are
expected to apply to their respective period of realisation,
provided they are enacted or substantively enacted at the reporting
date.
Changes in deferred tax assets or liabilities are recognised as
a component of tax expense in the Income Statement, except where
they relate to items that are charged or credited directly to other
comprehensive income or equity in which case the related deferred
tax is also charged or credited directly to other comprehensive
income or equity as appropriate.
Employee Benefits
Pensions
The Group operated a money purchase pension scheme for its
former employees and directors. The assets of the scheme are held
separately from those of the Group in an independently administered
fund. The amount charged to the income statement represents the
contributions payable to the scheme in respect of the accounting
period. There were no amounts payable outstanding to the pension
scheme at 31 December 2014 (2013: GBPnil).
Share-based payments
All share-based payment arrangements granted after 7 November
2002 that had not vested prior to 1 January 2005 are recognised in
the Group Financial Statements.
All goods and services received in exchange for the grant of any
share-based payment are measured at their fair values. Where
employees are rewarded using share-based payments the fair values
of employees' services are determined indirectly by reference to
the fair value of the instrument granted to the employee. This fair
value is appraised at the grant date. All share options in issue
lapsed during the year.
Share options were valued at the date of grant using the
Black-Scholes option pricing model for options with non-market
vesting conditions attached and the simulation model for options
with market vesting conditions attached, and are charged to
operating profit over the vesting period of the award with a
corresponding credit to the 'other reserves'.
If vesting periods or other non-market vesting conditions apply,
the expense was allocated over the vesting period based on the best
available estimate of the number of share options expected to vest.
Any cumulative adjustment prior to vesting is recognised in the
current period. No adjustment is made to any expense recognised in
prior periods if share options ultimately exercised are different
to that estimated on vesting.
New Accounting Standards and IFRIC Interpretations
The following new standards and amendments to standards are
mandatory for the first time for the Group for financial year
beginning 1 January 2014. The adoption of these standards and
amendments has had no material effect on the Group's accounting
policies.
Standard
-------------------------------------
IFRS 10 Consolidated Financial
Statements
-------------------------------------
IFRS 11 Joint Arrangements
-------------------------------------
IAS 28 Investments in Associates
and Joint Ventures (2011)
-------------------------------------
IFRS 12 Disclosure of Interests
in Other Entities
-------------------------------------
IAS 27 Separate Financial Statements
(2011)
-------------------------------------
IAS 32 Amendments to IFRS 7 and
IAS 32
-------------------------------------
Amendments to IAS 36 Impairment
of Assets
-------------------------------------
Amendments to IAS 39 Financial
Instruments: recognition and
measurement
-------------------------------------
Amendments to IFRS 10, IFRS12
and IAS 27.
-------------------------------------
Standards, amendments and interpretations, which are effective
for reporting periods beginning after the date of these financial
statements which have not been adopted early:
Standard Description
------------- ----------------------------------
Amendments Defined Benefit Plans: Employee
to IAS Contributions
19
------------- ----------------------------------
Amendments Accounting for Acquisitions
to IFRS of Interests in Joint Operations
11 (Amendments to IFRS 11)
------------- ----------------------------------
Amendments Clarification of Acceptable
to IAS Methods of Depreciation and
16 and Amortisation
IAS 38
------------- ----------------------------------
IFRS 15 Revenue from Contracts with
Customers
------------- ----------------------------------
Amendments Agriculture: Bearer Plants
to IAS (Amendments to IAS 16 and
16 and IAS 41)
IAS 41)
------------- ----------------------------------
Amendments Equity Method in Separate
to IAS Financial Statements (Amendments
27 to IAS 27)
------------- ----------------------------------
Amendments Sale or Contribution of Assets
to IFRS between an Investor and its
10/IAS Associate or Joint Venture
28
------------- ----------------------------------
Improvements Annual Improvements to IFRSs:
2014 2012-2014
------------- ----------------------------------
2. Discontinued Operations
The Company's principal subsidiary, VPhase Smart Energy Limited,
ceased trading operations in 2013 and entered into Administration
resulting in loss of control. Accordingly the results of that
company have been presented as discontinued operations in the
financial statements.
The net assets and liabilities at disposal and the profit on
disposal were as follows:
2013
GBP '000s
Cash consideration received -
Selling expenses -
----------
Net cash consideration -
Cash disposed of (187)
Net cash outflow on disposal
of discontinued operations (187)
----------
Net assets disposed of other
than cash
Intangibles (200)
Inventory (399)
Trade & other receivables (50)
Trade & other payables 987
Loss on disposal of discontinued
operations 151
----------
The results of the discontinued operations
up until the point of deemed disposal during
the year ended 31 December 2013, which have
been disclosed separately in the consolidated
income statement, as required by IFRS 5, are
as follows:
Result of discontinued operations
Revenue 420
Expenses other than finance
costs (2,746)
Finance costs 11
Tax (expense) / credit 46
Loss from selling discontinued
operations after tax 151
Loss on discontinued operations
for the year (2,118)
----------
During 2013 VPhase Smart Energy Limited paid GBP553,000 to the
group's net operating cash flows, paid GBP29,000 in respect of
investing activities and paid GBPnil in respect of financing
activities.
3. Administrative expenses
Year Year
ended ended
31 December 31 December
2014 2013
GBP '000s GBP '000s
Cost of inventories recognised
as an expense - 314
Write downs of inventories
recognised as an expense - 1,014
Depreciation of property,
plant & equipment - 47
Amortisation of development
costs - 78
Staff costs 20 587
Other office costs 63 -
------------- -------------
83 2,040
Included within Admin Expenses
Audit Fees 6 12
------------- -------------
6 12
4. Staff costs
The average number of employees Year Year
and directors in the year ended ended
was 31 December 31 December
2014 2013
Finance & administration 2 8
Research & Development - 2
2 10
============= =============
GBP '000s GBP '000s
Wages and salaries 20 522
Social security costs - 65
20 587
============= =============
5. Directors' remuneration
Year Year
ended ended
31 December 31 December
2014 2014
GBP '000s GBP '000s
Fees and emoluments 20 196
20 196
============= =============
6. Taxation
Year Year
ended ended
31-Dec-14 31-Dec-13
GBP '000s GBP '000s
Current tax expense - -
Deferred tax expense - -
Total tax expense for the - -
year
========== ==========
Year Year
ended ended
31-Dec-14 31-Dec-13
GBP '000s GBP '000s
Loss for the year from continuing
operations (83) (102)
Income tax using the Company's
domestic tax rate at 23.25%
(2012: 24.49%) (19) (24)
Movement in deferred tax
not provided for 19 13
Total tax expense for the
year - (11)
========== ==========
The deferred tax asset not recognised as at 31 December 2014 is
GBP56,000.
7. Loss per share
31 December 31 December
2014 2013
GBP '000s GBP '000s
Result for the year
Loss from continuing operations (83) (102)
Loss from discontinued operations - (2,118)
Total loss for the year attributable
to equity shareholders (83) (2,220)
Weighted average number of Number Number
ordinary shares
For basic earnings per share 7,734,994,895 1,389,756,800
Loss per share (Pence)
Loss per share from continuing
operations (0.001) (0.01)
Loss per share from discontinued
operations - (0.15)
Total loss per share (0.001) (0.16)
8. Intangible fixed assets - Group
VX1 VX2/5 Total
Cost
At 1 January 2013 398 360 758
Additions - 15 15
Disposals (398) (375) (773)
At 31 December 2013 - - -
------ ------ ------
At 31 December 2014 - - -
------ ------ ------
Depreciation & Impairment
At 1 January 2013 277 - 277
Depreciation for the year 40 38 78
Impairment 81 137 218
Disposals (398) (175) (573)
At 31 December 2013 - - -
------ ------ ------
At 1 January 2013 - - -
At 31 December 2014 - - -
------ ------ ------
Carrying amounts
At 31 December 2014 - - -
------ ------ ------
At 31 December 2013 - - -
------ ------ ------
At 1 January 2013 121 360 481
------ ------ ------
9. Tangible fixed assets - Group
GBP
'000s
Cost
At 1 January 2013 386
Additions 14
Discontinued Operations (400)
At 31 December 2013 -
-------
At 1 January 2014 -
At 31 December 2014 -
-------
Depreciation & Impairment
At 1 January 2013 193
Depreciation for the year 47
Impairment 160
Discontinued Operations (400)
At 31 December 2013 -
-------
At 1 January 2014 -
At 31 December 2014 -
-------
Carrying amounts
At 31 December 2014 -
At 31 December 2013 -
-------
At 1 January 2013 193
-------
10. Investments - Company
GBP
'000s
On 1st January 2013 2,483
Disposals (2,483)
--------
On 31st December 2013 -
--------
On 1st January 2014 -
--------
On 31st December 2014 -
--------
The Company holds 100% of the share capital of VPhase Smart
Energy Limited ("VSEL"). The Company however no longer has control
of VSEL following VSEL entering administration on 4 September 2013.
VSEL is therefore no longer a subsidiary of the Company.
Accordingly the carrying value of the investment was fully impaired
during the prior year. The Company also holds 100% of the share
capital of FG Employee Trust Limited and Flightstore Inflight
Retailing Limited, both of which were dormant in the current year
(2013: same).
11. Trade & Other receivables - Group
2014 2013
GBP GBP
'000s '000s
Other receivables 77 16
Expected dividend from administrators
of VSEL 160 165
237 181
======= =======
Other receivables relates to amounts held in escrow for the
purposes of paying the fees and expenses of the Company Voluntary
Arrangement. All amounts were received on 22 January 2015.
12. Debtors - Company
2014 2013
GBP GBP
'000s '000s
Other debtors 77 16
Expected dividend from administrators 160 165
237 181
======= =======
Other debtors relates to amounts held in escrow for the purposes
of paying the fees and expenses of the Company Voluntary
Arrangement. All amounts were receivedon 22 January 2015.
13. Provisions - Group
GBP000s
At 1 January 2013 101
Disposal (101)
At 31 December 2013 -
--------
At 1 January 2014 -
At 31 December 2014 -
--------
Provisions represented management's best estimates of
liabilities under 5 year warranties extended by VPhase Smart Energy
Limited.
14. Trade & Other payables - Group
2014 2013
GBP GBP
'000s '000s
Trade payables 7 -
Accruals and deferred income 11 11
Preferential CVA Creditors 9 9
Non Preferential CVA Creditors 228 237
255 257
======= =======
The amounts disclosed above for Preferential and Non
Preferential CVA Creditors were paid in full on 22 January
2015.
15. Creditors less than one year - Company
2014 2013
GBP GBP
'000s '000s
Trade creditors 7 -
Accruals and deferred income 11 11
Preferential CVA Creditors 9 9
Non Preferential CVA Creditors 228 237
255 257
======= =======
The amounts disclosed above for Preferential and Non
Preferential CVA Creditors were paid in full on 22 January
2015.
16. Share Capital & Reserves
2014 2013
GBP GBP
'000s '000s
Allotted, called up and fully
paid
10,056,423,466 (2013: 1,389,666,890)
ordinary shares of 0.003p
each (2013: 0.25p each) 301 3,474
1,389,777,890 (2013: nil) 3,433 -
deferred shares at 0.247p
each
Reconciliation of share capital
movement (millions)
At 1 January 1,390 1,281
------- -------
Share based payments 0 5
Placing of Ordinary shares 8,667 104
At 31 December 10,057 1,390
======= =======
On 7 February 2014, the Company issued 5,000,000,000 New
Ordinary Shares at 0.003 pence per New Ordinary Share to Henderson
Global Investors Limited ("Henderson") by way of a placing.
Immediately prior to the placing there was a Capital
Reorganisation as the subscription price proposed was lower than
the nominal value of existing ordinary shares. The shareholders
approved a Capital Reorganisation on the basis that each of the
Existing Ordinary Shares of 0.25 pence each will be subdivided into
and reclassified as:
(a) One Redenominated Share (being an ordinary share in the
capital of the Company with a nominal value of 0.003 pence each);
and
(b) One Deferred Share (being a deferred share in the capital of
the Company with a nominal value of 0.247 pence each).
The Deferred Shares will not be admitted to trading on AIM (or
any other investment exchange). The Deferred Shares will have
limited rights, and will be subject to the restrictions, as set out
in the Company's New Articles, proposed to be adopted at the
General Meeting, and as summarised below.
The Deferred Shares will be transferable only with the consent
of the Company and will not be admitted to trading on AIM (or any
other investment exchange). The holders of the Deferred Shares
shall not, by virtue or in respect of their holdings of Deferred
Shares, have the right to receive notice of any general meeting of
the Company nor the right to attend, speak or vote at any such
general meeting.
On 30 June 2014 the Company issued 3,666,666,666 New Ordinary
Shares at 0.003 pence per share to Henderson Global Investors
Limited.
On 14 January 2013 the Company placed 103,800,000 Ordinary
shares at 0.50 pence raising gross proceeds of GBP519,000. During
2013, the Company issued 5,162,094 Ordinary shares at various
prices per share set out below by way of settlement of net fees to
the then Non-executive Directors.
Number Issue
of Ordinary price
shares (pence)
January 2013 971,249 0.725
February 2013 781,969 0.600
March 2013 893,676 0.525
April 2013 1,287,556 0.450
May 2013 1,227,664 0.450
5,162,114
============= =========
17. Cash consumed by operations
2014 2013
GBP GBP
'000s '000s
Loss before tax (83) (2,220)
Adjustments for:
Loss on discontinued operations
net of tax - (57)
Depreciation - 45
Amortisation - 78
Impairment of intangible
fixed assets - 218
Impairment of tangible fixed
assets - 162
Other share based payments - 26
Changes in working capital
(Increase)/Decrease in inventory - 659
(Increase)/Decrease in receivables (56) 7
Increase/(Decrease) in payables (2) 427
Cash consumed by operations (141) (655)
------- --------
18. Events after the balance sheet date
On 8 February 2015, trading in the Company's shares on AIM was
suspended for a period of up to 6 months for failing to complete a
qualifying transaction under AIM Rule 14
19. Related party transactions
The Directors have taken advantage of the exemption within FRS 8
and have not disclosed transactions with wholly owned
subsidiaries.
The Company paid GBP9,104 to Culmore Limited for consultancy
services of Colin Hutchinson during the year. There were no related
party transactions during 2013.
20. Share-based payments
All share options have lapsed during the prior year.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SEEFASFISEFL
Iaf Group (LSE:IAF)
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Iaf Group (LSE:IAF)
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