TIDMNOVA
RNS Number : 4431R
Nova Resources Limited
29 June 2015
29 June 2015
NOVA RESOURCES LIMITED
("Nova" or the "Company")
Final Results for the Year Ended 31 December 2014
The Board of Nova Resources Limited (AIM: NOVA) is pleased to
announce its audited results for the year ended 31 December
2014.
Chairman's Statement
Introduction
The Board presents the audited financial statements for the
Company for the year ended 31 December 2014.
Results Highlights
The Company reports a loss for the year of GBP2,922,790 (2013:
GBP477,699). This was predominantly as a result of the write down
in value of the Tricor Plc warrants. The basic loss per share was
0.82p (2013: loss 0.36p). Cash inflow in the year was GBP122,821,
primarily as a result of the drawdown of the Company's investment
facilities in January 2014, offset by the investment in Enerstry
and operating costs.
Developments in the year ended 31 December 2014
The Company completed the investment in Enerstry Group Ltd
("Enerstry") in January 2014, following a drawdown of its
investment facilities. Progress at Enerstry has been slower than
expected during the year, and the company continues to work with
management at Enerstry to recover the outstanding loan that was
made at the time of the investment. The Company has received
interim loan repayments, and expects the full loan to be repaid by
the end of this calendar year.
Trading in the shares of Tricor Plc ("Tricor") was suspended on
30 September 2014, due to delays in publishing their final results.
The shares resumed trading on 31 March 2015, after Tricor
successfully secured a new investment facility. Tricor has
commenced a restructuring of its investments, some of which have
reached agreement with major creditors to forgive some of the debt
owing to them. Tricor expects to continue with the development of
its sand and iron sand operations in the Philippines, and these are
expected to resume early next year.
Outlook
The Board will continue to seek opportunities that fall within
the approved investing policy of the Company.
Christopher Morgan
Chairman
Date: 26 June 2015
Enquiries:
Nova Resources Limited 07966 332232
Christopher Morgan, Chairman
SPARK Advisory Partners Limited (Nominated Adviser) 0203 368 3554
Neil Baldwin/Mark Brady
Report of the Directors
For the year ended 31 December 2014
The Directors present their report with the financial statements
of the Company for the year ended 31 December 2014.
PRINCIPAL ACTIVITY
The principal activity of the Company in the year under review
was that as set out in the Company's Investing Policy, adopted at
the company's Annual General Meeting on 11 November 2013.
REVIEW OF THE BUSINESS AND FUTURE DEVELOPMENTS
This is set out in the Chairman's Statement on page 3.
KEY PERFORMANCE INDICATORS
GBP
Operating loss 428,288
Cash inflow from operations 122,821
SHARE CAPITAL ALTERATIONS
Alterations to ordinary share capital, share options and
warrants are described fully in note 16 to these financial
statements.
KEY RISKS AND UNCERTAINTIES
The key risks identified by the Board are detailed in note 3 to
the financial statements.
RESULTS AND DIVIDENDS
The loss for the year is GBP2,922,790 (2013 - GBP477,699). No
dividends will be distributed for the year ended 31 December
2014.
DIRECTORS
The directors during the year under review were:
Chan Fook (Resigned 12 December 2014)
Meng
Christopher
Morgan
Nazim Khan (Resigned 29 September 2014)
Ajay Rajpal (Appointed 12 December 2014
All the directors who are eligible offer themselves for
re-election at the forthcoming Annual General Meeting.
Remuneration of the Directors for the year is summarised as
follows:
Directors'
Fees
GBP
Christopher Morgan 50,000
Ajay Rajpal -
--------------
Total 50,000
Additionally on 21 January 2014, Nova entered into an agreement
with NAS Corporate Services Ltd (the "NAS Agreement"), a company
controlled by Ajay Rajpul, under which it is to pay, for corporate
and financial management services to be rendered. The agreement is
for cash and a total of up to 15,000,000 warrants, of which
5,000,000 warrants each shall vest on or before 15 January 2014, 15
January 2015 and 15 January 2016. The warrants that are to be
issued to NAS Corporate Services Ltd will only vest on the said
dates if the NAS Agreement is still in force at that point in time.
The warrants are exercisable into new Ordinary Shares at an
exercise price of 1p per warrant until 31 December 2018. The
exercise price of 1p represented a premium to the average closing
mid-market price of Nova's Ordinary Shares in the last 30 market
sessions prior to this date. Of these warrants 5,000,000 were
vested as at 31 December 2014. During the year, NAS Corporate
Services Ltd charged GBP30,000 in consultancy fees.
Substantial shareholders
As at 18 June 2015, the Company had been notified of the
following beneficial interests in 3% or more of the issued share
capital:
Number of % of issued
ordinary shares share capital
Ordinary 1p shares
Upside Management (Offshore) Sal 129,125,000 32.9%
Consiliou Growth Fund 125,800,000 32.00%
Beaufort Nominees Limited 48,696,428 12.40%
Chan Fook Meng 46,167,003 11.80%
INDEMNITY OF OFFICERS
The Company may purchase and maintain, for any director or
officer, insurance against any liability and the Company does
maintain appropriate insurance cover against legal action bought
against its directors and officers.
PUBLICATION OF ACCOUNTS ON COMPANY'S WEBSITE
Financial statements are published on the Company's website. The
maintenance and integrity of the website is the responsibility of
the directors. The directors' responsibilities also extend to the
financial statements contained therein.
COMPANY'S POLICY ON PAYMENT OF CREDITORS
It is the Company's normal practice to make payments to
suppliers in accordance with agreed terms provided that the
supplier has performed in accordance with the relevant terms and
conditions.
GOING CONCERN
The Company reports a loss of GBP2,922,790 for the year. After
making enquiries the directors consider that the Company has
adequate resources and loans, including convertible and commercial,
from long term investors to continue in operational existence for
the foreseeable future.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the financial
statements in accordance with applicable law and regulations.
Bermudan company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
have elected to prepare the financial statements in accordance with
International Financial Reporting Standards as adopted for use in
the European Union. The financial statements are required by law to
give a true and fair view of the state of affairs of the Company
and of the profit or loss of the Company for that period. In
preparing these financial statements, the directors are required
to:
- select suitable accounting policies and then apply them consistently;
- make judgments and estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business for the foreseeable future;
- follow applicable accounting standards.
The directors are responsible for keeping proper accounting
records which disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure that
the financial statements comply with the Bermuda Companies Act
1981. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit
information of which the Company's auditors are unaware, and each
director has taken all the steps that he ought to have taken as a
director in order to make himself aware of any relevant audit
information and to establish that the Company's auditors are aware
of that information.
AUDITORS
The auditors, Jeffreys Henry LLP have indicated their
willingness to continue in office. In accordance with section 89 of
Bermuda Companies Act 1981, a resolution proposing that they be
re-appointed will be put to the Annual General Meeting.
ON BEHALF OF THE BOARD:
Christopher Morgan
Director
Date: 26 June 2015
Report of the Independent Auditors to the Members of
NOVA RESOURCES LIMITED
We have audited the Company financial statements of Nova
Resources Limited for the year ended 31 December 2014, which
comprise the statement of comprehensive income, statement of
changes in equity, statement of financial position, statement of
cash flows, and the related notes on pages 11 to 43. The financial
reporting framework that has been applied in their preparation is
applicable law and International Financial Reporting Standards
(IFRS) as adopted by the European Union and as regards the
financial statements, as applied in accordance with the provisions
of Bermuda Companies Act 1981.
This report is made sole to the Company's members, as a body, to
the requirements of the Bermuda Companies Act 1981 and Bermuda
Companies Act 2006 as amended. Our audit work has been undertaken
so that we might state to the Company's members those matters we
are required to state to them in an auditors' report and for no
other purpose. To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than the Company
and the Company's members as a body, for our audit work, for this
report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Statement of Directors'
Responsibilities set out on page 8, the directors are responsible
for the preparation of the financial statements and for being
satisfied that they give a true and fair view. Our responsibility
is to audit the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those
standards require us to comply with the Auditing Practices Board's
Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Company's circumstances and have been
consistently applied and adequately disclosed; the reasonableness
of significant accounting estimates made by the directors; and the
overall presentation of the financial statements. In addition we
have read all the financial and non-financial information in the
Chairman's Report and Directors' Report to identify material
inconsistencies with the audited financial statements and to
identify any information that is apparently materially incorrect
based on, or materially inconsistent with, the knowledge acquired
by us in the course of performing the audit. If we become aware of
any apparent misstatement or inconsistencies we consider the
implication of our report.
Opinion on financial statements
In our opinion:
- the financial statements give a true and fair view, of the
state of the Company and Company's affairs as at 31 December 2014
and of the loss and cash flows for the year then ended;
- the Company financial statements have been properly prepared
in accordance with International Financial Reporting Standards as
adopted by the European Union and as applied in accordance with the
provisions of Bermuda Companies Act 1981 and;
- the financial statements have been properly prepared in
accordance with Bermuda Companies Act 1981.
Opinion on other matter
In our opinion the information given in the Report of the
Directors for the financial year for which the financial statements
are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters
where the Bermuda Companies Act 1981 requires us to report to you
if, in our opinion:
- adequate accounting records have not been kept
by the company, or returns adequate for audit
have not been received from branches not visited
by us; or
- the company financial statements are not in
agreement with the accounting records and returns;
or
- certain disclosures of directors' remuneration
specified by law are not made; or
- we have not received all the information and
explanations we require for our audit.
David Warren
SENIOR STATUTORY AUDITOR
For and on behalf of Jeffreys Henry LLP, statutory auditor
Finsgate Date: 26 June 2015
5-7 Cranwood Street
London
EC1V 9EE
United Kingdom
NOVA RESOURCES LIMITED
Statement of Comprehensive Income
For the year ended 31 December 2014
Year Year
ended ended
Notes 2014 2013
CONTINUING ACTIVITIES GBP GBP
Turnover - -
Cost of sales - -
---------------- ----------------
Gross loss - -
Administrative expenses (428,288) (380,297)
---------------- ----------------
OPERATING LOSS 7 (428,288) (380,297)
Unrealised losses on financial
assets designated at fair
value through profit or
loss - (46,397)
Gain on realisation of investments - -
Loss on disposal of subsidiaries (96,754) (51,005)
Changes in fair value of (2,397,748) -
available for sale assets
---------------- ----------------
LOSS BEFORE TAX (2,922,790) (477,699)
Tax 8 - -
---------------- ----------------
LOSS FOR THE YEAR (2,922,790) (477,699)
Attributable to:
Owners of the Company (2,922,790) (477,699)
Loss per share: 2014 2013
Basic 9 (0.82)p (0.36)p
Diluted 9 (0.82)p (0.36)p
NOVA RESOURCES LIMITED
Statement of Financial Position
31 December 2014
2014 2013
Notes GBP GBP
ASSETS
Non-current assets
Available-for-sale financial
asset 10 209,039 606,787
Investments 11 1,304 498
---------------- ----------------
210,343 607,285
---------------- ----------------
Current assets
Trade and other receivables 12 304,655 89,866
Cash and cash equivalents 13 123,113 292
---------------- ----------------
427,768 90,158
---------------- ----------------
TOTAL ASSETS 638,111 697,443
SHAREHOLDERS' EQUITY
Called up share capital 16 3,928,403 1,291,153
Share premium 4,995,765 4,995,765
Share based payments reserve 221,360 22,824
Loan note equity reserve 10,075 29,072
Retained losses (8,944,266) (6,027,620)
---------------- ----------------
211,337 311,194
LIABILITIES ---------------- ----------------
Non-current liabilities
Convertible loan notes 15 103,675 124,193
---------------- ----------------
103,675 124,193
---------------- ----------------
Current liabilities
Trade and other payables 14 273,099 163,821
Convertible loan notes 15 50,000 98,235
---------------- ----------------
323,099 262,056
---------------- ----------------
TOTAL EQUITY AND LIABILITIES 638,111 697,443
The financial statements were approved and authorised by the
Board of Directors on 26 June 2015 and were signed on its behalf
by:
Christopher Morgan
Director
Company registration number: 39768
NOVA RESOURCES LIMITED
Statement of Changes in Equity
For The Year Ended 31 December 2014
Share Share Other Retained
Capital Premium Reserve Loss Total
GBP GBP GBP GBP GBP
At 31 January
2013 1,061,153 4,995,765 29,176 (5,549,921) 536,173
Loss after tax
for the year - - - (477,699) (477,699)
Share based payments
reserve - - 6,082 - 6,082
Loan note equity
reserve - capital
portion of note - - 16,638 - 16,638
Conversion of
unsecured loan
notes 230,000 - - - 230,000
---------------- ---------------- -------------- ---------------- --------------
At 31 December
2013 1,291,153 4,995,765 51,896 (6,027,620) 311,194
Issue of shares 2,637,250 - - - 2,637,250
Loss after tax
for the year - - - (2,922,790) (2,922,790)
Share based payments
reserve 169,464 6,144 175,608
Loan note equity
reserve no longer
required - - 10,075 - 10,075
---------------- ---------------- -------------- ---------------- --------------
At December 2014 3,928,403 4,995,765 231,435 (8,944,266) 211,337
Share capital is the amount subscribed for shares at nominal
value.
Share premium represents the excess of the amount subscribed for
share capital over the nominal value of the respective shares net
of share issue expenses. Share issue expenses comprise mainly the
costs incurred in respect of the initial public offering on the AIM
market of the London Stock Exchange.
Other reserves include share based payment reserve and
convertible loan note equity reserve.
Retained loss represents the cumulative loss of the Company
attributable to equity shareholders.
NOVA RESOURCES LIMITED
Statement of Cash flows
For The Year Ended 31 December 2014
Year Year
ended ended
2014 2013
Note GBP GBP
Cash flows from operating
activities
Cash generated from (consumed
in)/operations 17 (325,619) (418,811)
---------------- ----------------
Net cash from operating
activities (325,619) (418,811)
---------------- ----------------
Cash flows from investing
activities
Interest received - -
Disposal of subsidiaries (96,754) -
Acquisition of fixed (806) -
asset investments
Disposal of fixed assets - -
investments
---------------- ----------------
Net cash from investing (97,560) -
activities
---------------- ----------------
Cash flows from financing
activities
Issue of ordinary shares 516,000 -
New loan 30,000 400,000
---------------- ----------------
Net cash from financing
activities 546,000 400,000
---------------- ----------------
Increase/(decrease) in
cash and cash equivalents 122,821 (18,811)
Cash and cash equivalents
at beginning of year 292 19,103
---------------- ----------------
Cash and cash equivalents
at end of year 123,113 292
NOVA RESOURCES LIMITED
Notes to the Financial Statements
For The Year Ended 31 December 2014
1. GENERAL INFORMATION
Nova Resources Limited is a company incorporated in Bermuda
under the Bermuda Companies Act 1981. The Company's shares are
traded on the AIM market of the London Stock Exchange. The address
of the registered office is disclosed on page 1 of the financial
statements. The principal activities of the Company are described
in the directors' report.
2. BASIS OF PREPARATION AND ACCOUNTING POLICIES
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS), issued by the
International Accounting Standards Board (IASB) as adopted by the
European Union and with those parts of the Companies Act 1981
applicable to companies reporting under IFRS. The financial
statements have been prepared under the historical cost convention.
The principal accounting policies adopted are set out below.
These policies have been consistently applied.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Company's accounting policies. Those areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial
statements, are disclosed in Note 4.
GOING CONCERN
The Company reports an operating loss of GBP428,288 and, after
provisions, a loss of GBP2,922,790 for the year. After making
enquiries the directors consider that the Company has adequate
resources and loans, including convertible and commercial, from
long term investors to continue in operational existence for the
foreseeable future.
The Company entered into two investment agreements with Upside
Management (Offshore) SAL and Consiliou Growth Fund on 11 November
2013 with each Investor agreeing to provide the company with a
facility of up to GBP500,000 until 31 December 2018. The facility
is provided by way of a subscription for new company shares at a
price of 1p each. Of the total facility available of GBP1,000,000,
the Company used GBP516,000 during January 2014, leaving a balance
of GBP484,000. With the above facility in place, the directors are
confident of the Company as a going concern.
(a) New and amended standards adopted by the Company
The following new and revised IFRSs have been applied in the
current year and retrospectively to all periods unless otherwise
stated. Their adoption has not had any significant impact on the
accounts reported in these financial statements.
Standard Date Implemented
1 January
* IFRS 10 Consolidated Financial Statements 2014
1 January
* IFRS 11 Joint Arrangements 2014
1 January
* IFRS 12 Disclosure of Interests in Other Entities 2014
* Amendments to IFRS 10, IFRS 11 and IFRS 12
Consolidate Financial Statements, Joint Arrangements
and Disclosure of Interests in Other Entities: 1 January
Transition Guidance 2014
* IAS 27 Separate Financial Statements (as revised in 1 January
2011) 2014
* IAS 28 Investments in Associates and Joint Ventures 1 January
(as revised in 2011) 2014
1 January
* IFRS 13 Fair Value Measurement 2014
1 January
* IAS 19 Employee Benefits (as revised in 2011) 2014
1 January
* Amendments to IFRS 1 Government Loans 2014
* Amendments to IFRS 7 Disclosures - Offsetting 1 January
Financial Assets and Financial Liabilities 2014
1 January
* Annual Improvements to IFRSs 2009-2011 Cycle 2014
* IFRIC 20 Stripping Costs in the Production Phase of a 1 January
Surface Mine 2014
(b) New and revised IFRSs in issue but not yet effective
The following new standards, amendments to standards and
interpretations have been issued, but are not effective for the
financial year beginning 1 January 2014 and have not been early
adopted:
Effective
date for
annual
periods
beginning
on or after
1 January
* IFRS 9 Financial Instruments (as revised in 2010) 2015
* Amendments to IFRS 9 and IFRS 7 Mandatory Effective 1 January
Date of IFRS 9 and Transition Disclosures 2015
* Amendments to IAS 32 Offsetting Financial Assets and 1 January
Financial Liabilities 2014
* Amendments to IFRS 10, IFRS 12 and IAS 27 - 1 January
Investment entities 2014
* Amendments to IAS 36, Impairment of assets -
Recoverable amount disclosures for non-financial 1 January
assets 2014
* Amendments to IAS 39, Financial Instruments:
Recognition and Measurement - novation of derivatives 1 January
and continuation of hedge accounting 2014
* Amendments to IAS 36, Impairment of assets -
Recoverable amount disclosures for non-financial 1 January
assets 2014
1 January
* IFRIC 21, Levies 2014
-- IFRS 9 issued in November 2009 introduces new requirements
for the classification and measurement of financial assets. IFRS 9
amended in October 2010 includes the requirements for the
classification and measurement of financial liabilities and for
derecognition.
IFRS requires all recognised financial assets that are within
the scope of IAS 39 'Financial Instruments: Recognition and
Measurement' to be subsequently measured at amortised cost or fair
value. Specifically, debt investments that are held within a
business model whose objective is to collect the contractual cash
flows, and that have contractual cash flows that are solely
payments of principal and interest on the principal outstanding are
generally measured at amortised cost at the end of subsequent
accounting periods. All other debt investments and equity
investments are measured at their fair values at the end of
subsequent accounting periods.
The most significant effect of IFRS 9 regarding the
classification and measurement of financial liabilities relates to
the accounting for changes in the fair value of a financial
liability (designated as at fair value through profit or loss and
available for sale) attributable to changes in the credit risk of
that liability. Specifically, under IFRS 9, for financial
liabilities that are designated as at fair value through profit or
loss, the amount of change in the fair value of the financial
liability that is attributable to changes in the credit risk of
that liability is presented in other comprehensive income, unless
the recognition of the effects of the changes in the liability's
credit risk in other comprehensive income would create or enlarge
an accounting mismatch in profit or loss. Changes in fair value
attributable to a financial liability's credit risk are not
subsequently reclassified to profit or loss. Previously, under IAS
39, the entire amount of the change in the fair value of the
financial liability designated as at fair value through profit or
loss was presented in profit or loss.
The directors anticipate that the adoption of these standards
and the interpretations in future periods will have no material
impact on the financial statements of the Company.
There are no IFRS or IFRS IC interpretations that are effective
for the first time in this financial year that have had a material
impact on the Company. There are no other IFRS or IFRS IC
interpretations that are not yet effective that would be expected
to have a material impact on the Company.
2.1 Foreign currency translation
(a) Functional and presentation currency
Items included in the financial statements of the Company are
measured using the currency of the primary economic environment in
which the entity operates (the functional currency). The financial
statements are presented in Pounds Sterling (GBP), which is the
Company's functional and presentation currency.
(b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement.
Foreign currency transactions are translated into the functional
currency using exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognised in the income
statement.
2.2 Receivables
Receivables are recognised and stated at fair value less any
allowances for doubtful debts and provisions for impairment. Known
bad debts are written off and doubtful debts are provided for based
on estimates of possible losses which may arise from non-collection
of certain receivables accounts.
2.3 Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at
call with banks, other short-term highly liquid investments with
original maturities of three months or less, and bank overdrafts.
Bank overdrafts are shown within borrowings in current liabilities
on the balance sheet.
2.4 Investments available for sale
Investments are recognised and derecognised on a trade date
where a purchase or sale of an investment is under a contract whose
terms require delivery of the investment within the timeframe
established by the market concerned, and are initially measured at
cost, including transaction costs.
Investments classified as available for sale are measured at
subsequent reporting dates at fair value. Fair value is defined as
the price at which an orderly transaction would take place between
market participants at the reporting date and is therefore an
estimate and as such requires the use of judgement. Where possible
fair value is based upon observable market prices, such as listed
equity markets or reported merger and acquisition transactions.
Alternative bases of valuation may include contracted proceeds
or best estimate thereof, implied valuation from further investment
and long-term cash flows discounted at a rate which is tested
against market data. Gains and losses arising from changes in fair
value are recognised directly in other comprehensive income, until
the security is disposed of or is determined to be impaired, at
which time the cumulative gain or loss previously recognised in
other comprehensive income is included in the net profit or loss
for the period.
Impairment losses recognised in the income statement for equity
investments classified as available-for-sale are not subsequently
reversed through the income statement.
2.5 Share capital
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from the proceeds.
2.6 Share premium
Share premium represents the excess of the amount subscribed for
share capital over the nominal value of these shares net of share
issue expenses.
2.7 Trade payables
Trade payables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method.
2.8 Borrowings
Borrowings are recognised initially at fair value, net of
transaction costs incurred. Borrowings are subsequently stated at
amortised cost; any difference between the proceeds (net of
transaction costs) and the redemption value is recognised in the
income statement over the period of the borrowings using the
effective interest rate method.
Borrowings are classified as current liabilities unless the
Company has an unconditional right to defer settlement of the
liability for at least 12 months after the balance sheet date.
2.9 Taxation
Tax on the profit or loss for the year comprises current and
deferred tax. Tax is recognised in the income statement except to
the extent that it relates to items recognised directly in equity,
in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income
for the year, using tax rates enacted or substantively enacted at
the balance sheet date together with any adjustment to tax payable
in respect of previous years.
Deferred tax is provided on temporary differences between the
carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for taxation purposes. The following
temporary differences are not provided for: the initial recognition
of assets or liabilities that affect neither accounting nor taxable
profit other than in a business combination, and differences
relating to investments in subsidiaries to the extent that they
will probably not reverse in the foreseeable future. The amount of
deferred tax provided is based on the expected manner of
realisation or settlement of the carrying amount of assets and
liabilities, using tax rates enacted or substantively enacted at
the balance sheet date.
2.10 Revenue recognition
Revenue comprises the fair value of the consideration received
or receivable for services in the ordinary course of the Company's
activities. Revenue is shown net of value-added tax, returns,
rebates and discounts and after eliminating sales within the
Company.
2.11 Investments
Investments are stated at cost less provision for any impairment
in value.
2.12 Property and equipment
All items of property and equipment are initially recorded at
cost. Subsequent costs are included in the asset's carrying amount
or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to the Company and the cost of the item can be measured
reliably. The carrying amount of any replaced part is derecognised.
All other repairs and maintenance are charged to the statement of
comprehensive income during the financial year in which they are
incurred.
Subsequent to recognition, property and equipment are stated at
cost less accumulated depreciation and any accumulated impairment
losses. When assets are retired or otherwise disposed of, the cost
and the related accumulated depreciation and any impairment in
value are removed from the accounts and any resulting gain or loss
is credited to or charged against current operations.
Depreciation of other property and equipment is provided for on
a straight-line basis to write off the cost of each asset to its
residual value over the estimated useful lives of the assets as
follows:
Computer 3 years
Vehicles 10 years
Furniture and equipment 10 years
Useful life and depreciation method are reviewed at each
financial year end to ensure that the amount, method and period of
depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits
embodied in the items of property and equipment.
An item of property and equipment is derecognised upon disposal
or when no future economic benefits are expected from its use or
disposal. The difference between the net disposal proceeds, if any,
and the net carrying amount is recognised in profit or loss.
The assets' useful lives and methods of depreciation are
reviewed at each financial year end and adjusted prospectively, if
appropriate.
2.13 Impairment of Nonfinancial Assets
Property and Equipment and Prepayments
The Company assesses at each reporting period as to whether
there is an indication that an asset may be impaired. If any such
indication exists, or when annual impairment testing for an asset
is required, the Company makes an estimate of the asset's
recoverable amount. An asset's recoverable amount is the higher of
an asset's or cash-generating unit's ("CGU") fair value less costs
to sell and its value in use and is determined for an individual
asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets of the Company.
Where the carrying amount of an asset exceeds its recoverable
amount, the asset is considered impaired and is written down to its
recoverable amount. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset.
An assessment is made at each reporting period as to whether
there is any indication that previously recognised impairment
losses may no longer exist or may have decreased, If such
indication exists, the recoverable amount is estimated, A
previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the asset's
recoverable amount since the last impairment loss was recognised.
If that is the case, the carrying amount of the asset is increased
to its recoverable amount. That increased amount cannot exceed the
carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset
in prior years.
Such reversal is recognised in the profit or loss unless the
asset is carried at a revalued amount, in which case the reversal
is treated as a revaluation increase. After such a reversal, the
depreciation charge is adjusted in future periods to allocate the
asset's revised carrying amount, less any residual value, on a
systematic basis over its remaining useful life.
2.14 Inventories
Inventories are valued at the lower of cost or net realisable
value ("NRV"). The cost of parts and supplies comprise all costs of
purchase and other costs incurred in bringing the parts and
supplies to their present location and condition. These are
recorded on the first-in-first-out method. NRV of parts and
supplies is the current replacement cost.
2.15 Financial instruments
A financial instrument is recognised in the financial statements
when, and only when, the Company and the Company become a party to
the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair
value plus directly attributable transaction costs.
(a) Financial assets
The Company and the Company determine the classification of
their financial assets as loans and receivables and they comprise
debt instruments that are not quoted on an active market, trade and
other receivables and cash and cash equivalents.
(i) Subsequent measurement
Financial assets categorised as loans and receivables are
subsequently measured at amortised cost using the effective
interest method.
(ii) Derecognition
A financial asset or part of it is derecognised when, and only
when, the contractual right to receive cash flows from the asset
has expired or the financial asset is transferred to another party
without retaining control or substantially all risks and rewards of
the asset.
(iii) Impairment of financial asset
At each reporting date the Company and the Company assess
whether there is objective evidence that a financial asset or a
Company of financial assets is impaired. A financial asset or a
Company of financial assets is deemed to be impaired if, and only
if, there is objective evidence of impairment as a result of one or
more events that have occurred after the initial recognition of the
asset or the Company of financial assets and it can be reliably
measured.
(b) Financial liabilities
The Company's financial liabilities include other payables and
convertible notes. Financial liabilities are recognised when the
Company becomes a party to the contractual provisions of the
instrument. All interest related charges are recognised as an
expense in finance costs in the profit or loss. A financial
liability is derecognised when the obligation under the liability
is discharged or cancelled or expires.
Where an existing financial liability is replaced by another
from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an
exchange or modification is treated as a derecognition of the
original liability and the recognition of a new liability, and the
difference in the respective carrying amount is recognised in the
profit or loss.
Trade and other payables
Trade and other payables and accruals are recognised initially
at fair value and subsequently measured at amortised cost, using
the effective interest method.
Convertible note
Convertible notes that will or may not be settled by the
exchange of a fixed amount of cash for a fixed number of the
Company's own equity instruments are accounted as financial
liabilities with embedded derivatives. Derivatives embedded in a
financial instrument are treated as separate derivatives when their
economic risk and characteristics are not closely related to those
of the host contract (the liability component) and the host
contract is not carried at fair value through profit or loss.
Convertible bond issued by the Company that contain both
financial liability and equity components are classified separately
into respective liability and equity components on initial
recognition. On initial recognition, the fair value of the
liability component is determined using the prevailing market
interest rate for similar non-convertible debts. The difference
between the proceeds of the issue of the convertible bond and the
fair value assigned to the liability component, representing the
call option for conversion of the bond into equity, is included in
equity as convertible bond equity reserve.
The liability component is subsequently carried at amortised
cost using the effective interest method. The equity component will
remain in equity until conversion or redemption of the bond.
When the bond is converted, the equity component of convertible
bond and the carrying value of the liability component at the time
of conversion, is transferred to share capital and share premium as
consideration for the shares issued. If the bond is redeemed, the
convertible bond equity reserve is released directly to retained
profits.
Fair values
The carrying amounts of the financial assets and liabilities
such as cash and cash equivalents, receivables and payables of the
Company at the balance sheet date approximated their fair values,
due to relatively short term nature of these financial
instruments.
The Company provides financial guarantees to licensed banks for
credit facilities extended to a subsidiary company. The fair value
of such financial guarantees is not expected to be significantly
different as the probability of the subsidiary company defaulting
on the credit lines is remote.
The investments are valued in accordance with the policy stated
above. It is the directors' opinion that the carrying value of
trade receivables and trade payables approximates their fair value
due to their short term maturity. Therefore, the directors consider
all assets to be carried at a valuation, which equates to fair
value.
Investments are made in a combination of equity and fixed rate
financial instruments so as to provide potential high future
capital growth.
In accordance with IAS 39, the Company has reviewed all
contracts for embedded derivatives that are required to be
separately accounted for if they do not meet certain criteria set
out in the standard. No embedded derivatives have been identified
by the Company.
The accounting policies for financial instruments have been
applied to the items below:
2014 2014 2014
GBP GBP GBP
Assets at
Assets as Loans and fair value Available
per balance receivables through profit for sale
sheet and loss
Cash 123,113 - -
Trade and other 304,655 - -
receivables
Investment - - -
at fair value
through profit
and loss
Available for
sale investment - - 209,039
-------------- -------------- --------------
Total 427,768 - 209,039
2013 2013 2013
GBP GBP GBP
Assets at
Assets as Loans and fair value Available
per balance receivables through profit for sale
sheet and loss
Cash 292 - -
Trade and other 89,866 - -
receivables
Investment - - -
at fair value
through profit
and loss
Available for
sale investment - - 606,787
-------------- -------------- --------------
Total 90,158 - 606,787
2014 2013
Liabilities as per Other financial Other financial
balance sheet liabilities liabilities
GBP GBP
Trade and other payables 273,099 163,821
Unsecured loan notes 153,675 222,428
---------------- ----------------
426,774 386,249
Assets classified as fair value through profit or loss and
available for sale instruments were designated as such upon initial
recognition. The Company has not reclassified financial assets
between any of the categories detailed in IAS39, either in current
or prior periods.
2.16 Intangible assets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition
over the fair value of the Company's share of the net identifiable
assets of the acquired subsidiary or associate at the date of
acquisition. Goodwill on acquisitions of subsidiaries is included
in 'intangible assets'. Goodwill on acquisitions of associates is
included in 'investments in associates' and is tested for
impairment as part of the overall balance. Separately recognised
goodwill is tested annually for impairment and carried at cost less
accumulated impairment losses. Impairment losses on goodwill are
not reversed. Gains and losses on the disposal of an entity include
the carrying amount of goodwill relating to the entity sold.
Impairment of non-financial assets
Assets that have an indefinite useful life, for example
goodwill, are not subject to amortisation and are tested annually
for impairment. Assets that are subject to amortisation are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's
carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset's fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets
are the Company assets at the lowest levels for which there are
separately identifiable cash flows (cash-generating units).
Non-financial assets other than goodwill that have suffered
impairment are reviewed for possible reversal of the impairment at
each reporting date.
3. RISKS SENSITIVITY AND ANALYSIS
The Company's activities expose it to a variety of financial
risks: interest rate risk, liquidity risk, foreign currency risk
and capital risk. The Company's activities also expose it to
non-financial risks: market risk, regulatory and legislative risk.
The Company's overall risk management programme focuses on
unpredictability and seeks to minimise the potential adverse
effects on the Company's financial performance. The Board, on a
regular basis, reviews key risks and, where appropriate, actions
are taken to mitigate the key risks identified.
3.1 Foreign currency risk
Currency fluctuations may affect the Company's operating cash
flows since certain of its costs and potential future revenues are
likely to be denominated in a number of different currencies other
than Pound Sterling and any potential income may become subject to
exchange controls. The Company does not currently have a foreign
currency hedging policy in place. If and when appropriate, the
adoption of such a policy will be considered.
3.2 Interest rate risk
The following table sets out the carrying amounts, the effective
interest rates as at the Statement of Financial Position date and
the remaining maturities of the Company's financial instruments
that are exposed to interest rate risk:
2014 2014 2013 2013
Effective interest rate
%
Note Within 1 2 - 5 Within 1 2-5
year years year years
GBP GBP GBP GBP
Convertible loan note 15 9 50,000 113,750 31,500 220,000
3.3 Liquidity risk
The Company prepares periodic working capital forecasts for the
foreseeable future, allowing an assessment of the cash requirements
of the Company, to manage liquidity risk. Cash resources are
managed in accordance with planned expenditure forecasts and the
directors have regard to the maintenance of sufficient cash
resources to fund the Company's immediate operating activities.
3.4 Capital risk
The successful implementation of the Company's New Investing
Policy will require significant capital investment. The only
sources of financing currently available to the Company are through
the issue of additional equity capital or convertible debt. The
Company's ability to raise funds will depend, inter alia, on the
success of its strategy and operations.
4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
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
circumstances.
Impairment of receivables
The Company assesses at each Statement of Financial Position
date whether there is objective evidence that trade receivables
have been impaired. Impairment loss is calculated based on a review
of the current status of existing receivables and historical
collections experience. Such provisions are adjusted periodically
to reflect the actual and anticipated impairment. The carrying
amount of the Company's receivables at the reporting date is
disclosed in Note 16.
Impairment of goodwill
The Company is required to test, at least annually, whether
goodwill has suffered any impairment. The recoverable amount is
determined based on value in use calculations. The use of this
method requires the estimation of future cash flows and the choice
of a suitable discount rate in order to calculate the present value
of these cash flows. Actual outcomes could vary.
Share-based compensation
The fair value of options and warrants are determined by
reference to the fair value of the options granted, excluding the
impact of any non-market vesting conditions (for example,
profitability and sales growth targets). Non-market vesting
conditions are included in assumptions about the number of options
that are expected to vest. At each balance sheet date, the entity
revises its estimates of the number of options that are expected to
vest. It recognises the impact of the revision to original
estimates, if any, in the income statement, with a corresponding
adjustment to equity.
Convertible loan notes
Convertible loan notes have been split into their respective
liability and equity portions using an implicit rate of 9% based on
available market data of similar corporate debt without the option
for conversion.
5. EMPLOYEES AND DIRECTORS
The only employees of the Company at the year-end were the two
directors.
During the period the company paid directors' emoluments of
GBP50,000 (2013 - GBP90,000).
The average number of directors during the year was four.
2014 2013
GBP GBP
Directors' remuneration 50,000 90,000
-------------- --------------
50,000 90,000
6. SEGMENTAL ANALYSIS
There is no segmental area of operations as the Company is not
trading at the year end.
7. OPERATING LOSS 2014 2013
GBP GBP
The operating loss is stated
after charging:
(Gain)/Loss on foreign currency
translation - (6,716)
Auditors' remuneration -
current year 12,000 18,750
- Prior year (3,750) -
Share based payment 204,681 6,082
8. TAX
The Company is an exempted company under the laws of Bermuda and
is granted exemption from all forms of taxation in Bermuda until
2016.
9. LOSS PER SHARE
The loss per share for the Company is calculated by dividing the
loss attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year, which was
358,259,260 (2013 - 111,275,105).
The diluted loss per share is calculated using the weighted
average number of shares adjusted to assume the conversion of all
dilutive potential ordinary shares. For the year ended 31 December
2014, the diluted loss per share is equivalent to the basic loss
per share.
10. AVAILABLE-FOR-SALE FINANCIAL ASSET
All items held as available-for-sale financial instruments were
designated as such upon initial recognition. Movements in
investment at fair value are summarised as follows:
Tricor Plc Warrants 2014 2013
GBP GBP
Opening Valuation 606,787 -
Additions at cost 2,000,000 700,299
Changes in fair value in
the year (2,397,748) (93,512)
---------------- ----------------
209,039 606,787
Closing cost 2,606,787 700,299
Closing unrealised gain/(loss) (2,397,748) (93,512)
---------------- ----------------
Closing valuation 209,039 606,787
Warrants over 34,000,000 ordinary shares in the share capital of
Tricor Plc were acquired on 27 February 2014 for a total
consideration of GBP2,000,000. Following the acquisition of the
Warrants, Nova will hold a total of 43,000,000 warrants in Tricor,
all of which are exercisable at 0.5p by 31 December 2017.
Tricor is an investment company focussed on the natural
resources sector and its shares are also traded on the AIM market
of the London Stock Exchange.
The fair value of the warrants as at 31 December 2014 has been
calculated using the Black Scholes model assuming the inputs shown
below:
Share price at year end 7.6p
Exercise price 0.5p
Expected warrant life in
years 3
Risk free interest rate 1%
Expected volatility 185%
Expected dividend yield 0%
Fair value of option 4.9p
Volatility has been estimated by taking the historic volatility
in Tricor's share price over one and a half years.
11. INVESTMENT IN SUBSIDIARY
Shares in
Subsidiaries
GBP
Cost
At 1 January 2014 498
Additions 806
Disposals -
----------------
At 31 December 2014 1,304
----------------
Provision
At 1 January 2014 -
Charge -
Disposal -
----------------
At 31 December 2014 -
----------------
CARRYING VALUE
At 31 December 2014 1,304
At 31 December 2013 498
The details of the subsidiaries are as follows:
Name of Company Country Shareholdings Principal
of Activity
Incorporation
Nova Mongolia Corp Singapore 100% Dormant
PTE Ltd
On 20 January 2014 the Company acquired a 23.72% interest in
Enerstry Group Limited, which has a 93.33% interest in Enerstry
Company Limited, an energy renewal company incorporated in Korea.
As part of the acquisition, an unsecured loan of USD806,480 has
been advanced to Enerstry Group Limited.
On 29 December 2014 Nova disposed of both Nova East Management
Pte Ltd ("NEM") and Nova East Capital Pte Ltd ("NEC") to former
director and substantial shareholder, Chan Fook Meng, for nil
consideration. NEM previously provided basic management services to
Nova, and will no longer be required as these will be conducted in
future from the UK. NEM does not currently own any assets and
arrangements have been made for a solvent strike off of NEM.
12. TRADE AND OTHER RECEIVABLES
2014 2013
GBP GBP
Trade debtor - -
Loan - intercompany 58 89,570
304,482 -
* Investment (see note)
Other debtors 115 296
Prepayments - -
-------------- --------------
304,655 89,866
As part of the acquisition of Enerstry Group Limited, USD806,480
was advanced to that company (GBP491,187). During the year
GBP186,705 was repaid. The loan is unsecured. Interest accrues on
the outstanding balance at the rate of 10% per annum and there is
interest of $80,648 due as at 31 December 2014. The Directors have
decided that it would be prudent to defer providing for the
interest until such time as the balance of the loan is settled.
They remain confident that the loan remains recoverable and will be
settled in full in 2015.
13. CASH AND CASH EQUIVALENTS
2014 2013
GBP GBP
Bank current accounts 123,113 292
-------------- --------------
123,113 292
14. TRADE AND OTHER PAYABLES
2014 2013
GBP GBP
Trade payables 148,666 112,365
Other creditors - -
Current portion of
convertible notes
loan (Note 15) 50,000 98,235
Loan - intercompany 498 498
Accruals 123,935 50,958
-------------- --------------
323,099 262,056
15. LONG TERM LIABILITIES
(i) On 28 August 2013 the Company raised GBP400,000 from the
issue of the convertible unsecured loan notes 2015. The salient
terms of the notes are as follows:
(a) The holder of the Notes has the right, but not the
obligation, to convert the principal amount outstanding to newly
issued Ordinary Shares in the capital of the Company at the
subscription rate of GBP0.01 for each Ordinary Share.
(b) There is no interest on the amount outstanding. If all or
part of the Notes are not converted by 31 December 2017, Nova shall
pay to the Note holder the principal.
On 8 October 2013, GBP230,000 of the notes were converted into
23,000,000 Ordinary Shares and on 20(th) , 21(st) and 22(nd)
January 2014 GBP86,250 was converted into 8,625,000 Ordinary
Shares.
(ii) On 17 October 2013, the Company satisfied outstanding
advisor's fees of GBP31,500 by the issue of GBP31,500 0%
convertible loan notes. These loan notes were repaid on 29 December
2014.
(iii) On 20 January 2014 the company satisfied advisers fees of
GBP30,000 by the issue of GBP30,000 0% convertible loan notes,
which were subsequently converted on 22 January 2014 into 3,000,000
Ordinary Shares.
GBP
At 1 January 2014 50,000
Issued on 28 August
2013 400,000
Issued on 17 October
2013 31,500
Converted on 8 October
2013 (230,000)
--------------
Balance at 31 December
2013 251,500
Issued on 20 January
2014 30,000
Converted on 20 January
2014 (38,250)
Converted on 21 January
2014 (18,000)
Converted on 22 January
2014 (30,000)
Repaid on 31 December
2014 (31,500)
--------------
Balance at 31 December
2014 163,750
2014 2013
GBP GBP
Allocated as follows
Short term liabilities
(Note 14) 50,000 98,235
Transferred to shareholders'
equity
Loan note equity
reserve 10,075 29,072
Included in long
term liabilities 103,675 124,193
-------------- --------------
163,750 251,500
16 CALLED UP SHARE CAPITAL
Authorised Class Nominal 2014 2013
Number Value GBP GBP
500,000,000 Ordinary 1p 5,000,000 5,000,000
Allotted, issued
and fully paid
392,840,287 (2013
-129,115,287 ) Ordinary 1p 3,928,403 1,291,153
On 20 January 2014, 51,600,000 new ordinary shares were issued
for cash as part of the acquisitions of the investment in Enerstry
Group Limited.
The following loan stocks were converted into ordinary
shares.
Loan stock New Ordinary
Shares
GBP - number
20 January 2014 38,250 3,825,000
21 January 2014 18,000 1,800,000
22 January 2014 30,000 3,000,000
Warrants were converted into ordinary shares
as follows:
Number New Ordinary
Warrants shares
- Number
21 January 2014 3,500,000 3,500,000
27 February 2014 200,000,000 200,000,000
Share - based payments
Details of the options and warrants issued are provided in the
Directors' Report and below. The details of the option scheme are
as follows:
2014 Weighted 2013 Weighted
average exercise average
2014 Number price Pence 2013 Number exercise
of options of options price
Pence
Outstanding
at beginning
of period 6,500,000 7 13,500,000 10
Options lapsed
in period (1,000,000) - (7,000,000) -
Options granted - - - -
in period
------------------ -------------- ------------------ --------------
Outstanding
at end of the
period 5,500,000 7 6,500,000 7
None of the options above have been exercised and all remain
outstanding at the year end. There were no options granted during
the period.
Volatility has been estimated by taking the historic volatility
in the Company's share price over one year.
Summary of warrants at the year end:
2014 Weighted 2013 Weighted
average average
2014 exercise 2013 Number exercise
Number price of warrants price Pence
of warrants Pence
Outstanding
at beginning
of the period 205,500,000 1 42,857,143 2
Warrants granted
in period 229,400,000 1 205,500,000 1
Warrants lapsed
in the period - (42,857,143)
Warrants converted
in period (203,500,000) 1 - -
------------------ ------------------ ------------------ ------------------
Outstanding
at end of the
period 231,400,000 1 205,500,000 1
The fair value of the warrants granted during the period has
been calculated using the Black Scholes model assuming the inputs
shown below:
Grant date 15 January 2014
Share price at grant date 0.5p
Exercise price 1p
Expected warrant life in
years 5
Risk free interest rate 1%
Expected volatility 234%
Expected dividend yield 0%
Fair value of option 0.4p
Volatility has been estimated by taking the historic volatility
in the Company's share price over two years.
The weighted average remaining contractual life of outstanding
share options and warrants is 5 years (2013: 5 years).
Grant date 20 January 2014
Share price at grant date 2.5p
Exercise price 1p
Expected warrant life in
years 5
Risk free interest rate 1%
Expected volatility 234%
Expected dividend yield 0%
Fair value of option 2p
Volatility has been estimated by taking the historic volatility
in the Company's share price over two years.
The weighted average remaining contractual life of outstanding
share options and warrants is 5 years (2013: 5 years).
17. RECONCILIATION OF OPERATING LOSS TO CASH GENERATED FROM
OPERATIONS
2014 2013
GBP GBP
Loss before interest
and tax (428,288) (425,219)
(Increase)/decrease
in inventories - (87,570)
(Increase)/decrease
in trade and other
receivables (214,789) 93,978
(Decrease)/increase
in trade and other 77,778 -
payables
Share based payments 239,680 -
-------------- --------------
Cash generated from
/ (consumed in)
operations (325,619) (418,811)
18. FINANCIAL COMMITMENTS
Capital commitments
There was no capital expenditure that had been contracted for at
the balance sheet date but not yet incurred.
19. RELATED PARTY TRANSACTIONS
a) Fees payable to the directors have been disclosed in the
Directors' Report together with details of an agreement for
services provided by NAS Corporate Services Limited, a company
controlled by one of the Directors.
b) Upside Management (UK) Limited, a company controlled by
Christopher Morgan who is one of the Directors, is currently
managing funds on behalf of Nova Resources Limited until such time
as it can open a new bank account.
c) The Company acquired warrants in Tricor Plc during 2014 as
referred to in note 10 of the financial statements. Christopher
Morgan is a Director of Tricor Plc and Chan Fook Meng, a former
Director of Nova Resources Limited, is the CEO of Tricor Plc.
The Tricor warrants acquired on 27 January 2014, were for a
total consideration of GBP2 million (approximately 5.88p per
Warrant), with 17,000,000 Warrants being acquired from each of
Consiliou Growth Fund SPC ("Consiliou") and Upside Management
(Offshore) SAL ("Upside"). Both Consoliou and Upside Management are
substantial shareholders in Nova and therefore the acquisition of
the Warrants is treated as a related party transaction. The
acquisition price of approximately 5.88p per Warrant represented a
discount to the average closing mid-market price of Tricor's
ordinary shares in the last 30 days.
In connection with the purchase of the Warrants, Nova agreed
that Consiliou and Upside Management (Offshore) SAL would each
exercise warrants over 100,000,000 ordinary shares of 1p each in
the capital of Nova ("Ordinary Shares") and Upside Management
(Offshore) SAL, for a combined value of GBP2 million.
d) Upside Management (Offshore) SAL and Consiliou Growth Fund,
both substantial shareholders in the Company, provide investor
facilities as referred to in Note 10 of the financial
statements.
As part of the use of the facility, on 20 January 2014, the
Company required each of the Facility Investors to subscribe for
25,800,000 new ordinary shares of 1p each in the capital of the
Company ("Ordinary Shares") at an issue price of 1p per new
Ordinary Share, raising a total of GBP516,000 for the Company.
Under the terms of the Investment Facility Agreements 103,200,000
warranties were granted each to Upside Management (Offshore) SAL
and Consiliou Growth Fund.
They exercised 100,000,000 warrants each on 27 February 2014 in
connection with the purchase of the Tricor warrants as referred to
in note c) above and both retain 3,200,000 warrants from their
original grant.
e) The Company disposed of two of its subsidiaries for nil
consideration to a former Director and substantial shareholder Chan
Fook Meng, as referred to in Note 11. These subsidiaries had no
assets and are currently in the process of being struck off.
20. CONTINGENT LIABILITIES
The Company has no contingent liabilities arising in respect of
legal claims arising from the ordinary course of business and it is
not anticipated that any material liabilities will arise from the
contingent liabilities other than those provided for.
21. POST BALANCE SHEET EVENTS
There are no items to report.
22. ULTIMATE CONTROLLING PARTY
The directors do not consider that there is an ultimate
controlling party.
The Annual Report is available for download from the Company's
website: www.novaresourceslimited.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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