TIDMRADG

RNS Number : 9667T

Radiant Growth Investments Ltd

20 December 2012

Radiant Growth Investments Ltd

("Radiant Growth", or "the Company")

Annual Results

Posting of Notice of AGM

Radiant Growth is please to announce its first Annual Report for the period 6 July 2011 to 31 July 2012.

Highlights:

   --    Admitted to trading on AIM on 20 September 2012; 
   --    GBP3.11 million spent on investing activities; and 
   --    Net cash position as at 31 July 2012 approximately GBP3.24 million 

The Company's first Annual General Meeting ("AGM") will be held at the offices of the Company at Level 18, Menara Park, 12 Jalan Yap Kwan Seng, 50450 Kuala Lumpur, Malaysia at 12.00 p.m. Malaysian time on 5 January 2013. The Notice of AGM and form of proxy have been sent to shareholders along with the Annual Report and Accounts, all of which are available to view on the Company's website at www.radgltd.com.

For further information please contact:

Radiant Growth Investments Limited

www.radgltd.com

Dato Sri' Dr Alex Teh Chee Teong, Director

Tel: + 6016 2086 666

Daniel Stewart & Company plc

www.danielstewart.co.uk

Antony Legge/James Felix

Tel: + 44 (0) 20 7776 6550

CHAIRMAN'S STATEMENT

I am pleased to report that this is the Company's first Annual Report for the period from 6 July 2011 to 31 July 2012. In September 2011, Radiant Growth Investments Limited (RADG) was admitted to trading on AIM, a market operated by the London Stock Exchange. The Company raised GBP7.1 million at the time of its initial public offering (IPO) onto AIM, with a view to seeking investments in the natural resources sector.

The AIM IPO has provided the Company with significant benefits since admission, and in particular, access to raise capital when required, in order to pursue investments in accordance with the Company's investing policy.

My previous Chairman's statement explained the Company's specific projects, including the Company's investment in Rancang Istimewa Sdn Bhd ("RISB") and the leasing of land in the State of Kelantan through an agreement with Swissbay Holdings Sdn Bhd for the purpose of iron ore mining. Since the Company's interim results on 30 April 2012, I am pleased to report the following update in relation to the Company's current investments:

A deposit of RM3.52 million (GBP0.71 million) has been paid for the purchase of iron ore, in installments of RM1.00 million (GBP0.21 million), RM1.92 million (GBP0.39 million) and RM0.60 million (GBP0.11 million) between 15 March 2012 to 15 May 2012. Radiant Growth is acting as an agent on the sale of iron ore to a company based in China. The contract will be settled once goods have been supplied in accordance with the contract which is expected to be by March 2013.

The Company has proposed to invest GBP0.10 million for the acquisition of 15% of Rancang Istimewa Sdn Bhd (RISB), a Malaysian company that had originally been established to manage a multi buoy mooring system that will be constructed at the Trans Thailand Malaysia gas separation plant at Songkhla in Thailand and will deliver Natural Gas Liquids directly to ocean-going tankers ("the Project"). The Company has agreed to invest up to a further GBP1.10 million conditional upon inter alia the agreements for the project being signed with Petroliam Nasional Berhad (Petronas), in convertible preference shares in RISB. The total cost of the project is estimated at approximately GBP20 million, to be funded by debt, and is expected to take up to two years to complete. Under the terms of the convertible preference shares, the Company will be entitled to 50% of the after tax profits of RISB. Due to political circumstances affecting the awarding of government grants for private sector projects in Malaysia, progress in relation to the project above has been slower than originally anticipated. In the meantime, RISB has been looking at alternative projects and recently secured a Power Plant project in Vietnam. The investment has not yet materialised as Petronas is yet finalise and award the project. In October 2011 the company deposited RM2.4 million (GBP0.50 million) to provide funding to lobby the Project and a further RM3.6 million (GBP0.70 million) was placed with RISB for the purposes of the project, to be held in trust until the conditions in the investment agreement have been met.

Amounts of RM4.9 million (GBP1.00 million) were deposited to RISB in July 2012 for works carried out on the Power Plant project in Vietnam. No investment agreement has been signed for this project at the time of approval of the financial statements and deposits are repayable within 12 months in the event that an agreement is not approved by the directors.

The Company has discovered a potential opportunity to invest in an iron ore mining project situated in Malaysia and entered into a preliminary agreement with Swissbay Holdings Sdn Bhd (Swissbay), a company incorporated in Malaysia, which has obtained preliminary approval from the State of Kelantan to lease a piece of land located in Malaysia, for the purpose of iron ore mining. The consideration for entry into the agreement was RM1 million (GBP0.20 million). The advance has been used to help secure the lease and associated mineral rights following which, work will be undertaken to further evaluate the project. Swissbay is currently waiting for the letter of approval from the State Government to lease the Designated Land to be used for an iron ore mine. Once the conditions of the agreement have been met the company has the right to subscribe for 46% of the ordinary share capital of Swissbay Holdings Sdn Bhd (Swissbay), a related party (see note 13 to the financial statements).

I am encouraged by the multitude of viable investment opportunities in the region in which the Company operates. In South East Asia and China, the Board is currently evaluating a number of projects which it considers have potential for significant growth and shareholder return, in accordance with the Company's investing policy.

The process of any extensive evaluation of the type of on-going and potential projects where the Board believes is a strong growth opportunity, can be a lengthy one. I am mindful of the trust that the Company's shareholders have placed in our ability to source attractive investment opportunities and it is the Board's intention to proceed with any investment or commitment made, or intended to make, with shareholders' funds with the utmost caution relying on those individuals and companies with a proven track record of advice.

Following admission, the Company had funds of approximately GBP6.89 million. As described in further detail above, the Company has used approximately GBP3.11 million for investing activities and a further GBP0.54 million in the ordinary course of business. The Company's net cash position as at 31 July 2012 had a cash surplus of approximately GBP3.24 million. This cash will be used to finance existing and future projects and our operating requirements.

Finally, I wish to thank my fellow Board members for their wise counsel, insights and active participation in all Board deliberations and policy decisions.

Dato' Sri Dr. Alex Teh Chee Teong

Chairman

Malaysia

19 December 2012

INVESTMENT POLICY

The Company's Investment Policy is to invest in or acquire one or more companies, partnerships, joint ventures, or businesses in the Asia Pacific region in the mining, oil and gas, energy and utility and palm oil and other natural oil sectors. The investments or acquisitions may be funded wholly by cash, the issue of new shares or debt, or a mix thereof, as the Directors deem appropriate. The Company's equity interest in a proposed investment may range from a minority position to 100 per cent ownership; the proposed investments may be either quoted or unquoted, although will likely to be unquoted in the majority of cases.

The Company will specifically make investments which the Directors believe offer high growth opportunities, utilising the Company's access to capital markets to help fund the requirements of the investment target. It is anticipated that the investments will be held for the long term but the Directors will place no minimum or maximum limit on the length of time that any investment may be held, so that short term disposal of investments cannot be ruled out in exceptional circumstances. The Company intends to deliver Shareholder returns through capital growth. As such, the Board do not envisage the distribution of dividends in the short to medium term.

The Company intends to be an involved and active investor. Accordingly, where necessary, the Company may seek participation in the day to day management through board representatives in an entity in which the Company invests with a view to seeking to improve the performance and use of its assets in order to grow the business. The Board may appoint consultants or independent industry experts or other representatives to represent the Company in managing the investments it makes and/or their business operations.

The Directors are confident that the Investing Policy of the Company can substantially be implemented within eighteen months of Admission. If this is not the case, the Directors will seek the consent of the Shareholders for its Investing Policy at the Company's annual general meeting immediately following and on an annual basis thereafter until such time that its Investing Policy has substantially been implemented. If it appears unlikely that the Investing Policy can be implemented at any time, the Directors may consider returning any remaining funds to the Shareholders.

The Directors consider that as investments are made, and new opportunities arise, further funding of the Company will be required.

Statement of Comprehensive Income

for the period ended 31 July 2012

 
                                                                    2012 
                                                         Notes   GBP'000 
 
 
 Revenue                                                               - 
 
 Administrative expenses                                           (850) 
 
 
 Operating loss                                                    (850) 
 
 Finance income                                                       22 
 
 
 Loss before tax                                           3       (828) 
 
 Income tax expense                                        6           - 
 
 
 Loss attributable to equity shareholders                          (828) 
 
 Other comprehensive income for the period                             - 
 
 
 Total comprehensive loss for the period attributable 
  to equity holders                                                (828) 
 
 
 Loss per share 
 - Basic and diluted (pence per share)                     7      (0.96) 
 
 

The above items relate entirely to continuing operations.

Statement of Financial Position

at 31 July 2012

 
                                              2012 
                                   Notes   GBP'000 
 Assets 
 Current assets 
 Other receivables and deposits      8       3,110 
 Cash and cash equivalents           9       3,242 
 
                                             6,352 
 
 
 Total assets                                6,352 
 
 Liabilities 
 Current liabilities 
 Trade and other payables           10         108 
 
 Total liabilities                             108 
 
 
 Net assets                                  6,244 
 
 
 Equity and reserves 
 Share capital                      11       6,899 
 Share based payment reserve                    61 
 Retained losses                             (716) 
 
 
 Total equity                                6,244 
 
 
 

Statement of Changes in Equity

for the period ended 31 July 2012

 
                                                                Share based 
                                                       Share      payment       Retained     Total 
                                             Note     capital     reserved       losses      equity 
                                                     GBP'000      GBP'000      GBP'000     GBP'000 
 
 At 6 July 2011 (date of incorporation)                     -             -            -          - 
 
 Total comprehensive loss 
    for the period                                          -             -        (828)      (828) 
 
 Transactions with owners: 
 Shares issued                               11         7,103             -            -      7,103 
 Share issue costs                           11         (204)             -            -      (204) 
 Share based payment charge                                 -           173            -        173 
 Transfer of share based payment 
  charge on 
    exercise of warrants                                    -         (112)          112          - 
 
 
                                                        6,899            61          112      7,072 
 
 
 At 31 July 2012                                        6,899            61        (716)      6,244 
 
 

Statement of Cash flows

for the period ended 31 July 2012

 
                                                                  2012 
                                                       Notes   GBP'000 
 Cash flows from operating activities 
 Operating loss                                                  (828) 
 Adjustments for changes in working capital: 
 Increase in other receivables                                     (1) 
 Increase in payables                                              108 
 Add: share based payment charge                                   173 
 
 
 Net cash used in operating activities                           (548) 
 
 Cash flows from investing activities 
 Loans made to third parties                                   (3,109) 
 
 
 Net cash used in investing activities                         (3,109) 
 
 Cash flows from financing activities 
 Proceeds from issue of shares (net of issue costs)     11       6,899 
 
 
 Net cash generated from financing activities                    6,899 
 
 
 Net increase in cash and cash equivalents                       3,242 
 
 Opening cash and cash equivalents                                   - 
 
 
 Cash and cash equivalents at end of period              9       3,242 
 
 
 

Notes to the Financial Statements

for the period ended 31 July 2012

   1        General information 

Radiant Growth Investments Limited (the "Company") is a company incorporated in Jersey under the Companies (Jersey) Law 1991 on 6 July 2011. The Company is governed by its articles of association and the principal statute governing the Company is Jersey law. The Company is domiciled and has its registered office in Jersey and the Company's registration number is 108544.

The Company's place of business is Malaysia.

These financial statements are presented in Pounds Sterling ("GBP"), this being the Company's functional and presentational currency, and rounded to the nearest thousand ("000"). The functional currency of the entities in the Company is the Pound Sterling ("GBP") because that is the currency of the primary economic environment in which the Company operates and raises funds.

Financial statements of the Company are prepared by and approved by the Directors in accordance with International Financial Reporting Standards, International Accounting Standards and their interpretations issued or adopted by the International Accounting Standards Board, as adopted by the European Union ("IFRSs"). The Company's accounting reference date is 31 July.

These financial statements have been approved for issue by the Board of Directors on 19 December 2012.

   2        Summary of significant accounting policies 
   2.1     Basis of preparation 

The principal accounting policies applied by the Company in the preparation of these financial statements are set out below and have been applied consistently.

The financial statements have been prepared on a going concern basis and in accordance with IFRS.

   2.2     Going concern 

The financial statements of the Company are prepared on a going concern basis. In common with many similar companies, the Company raises finance for their investment activities mainly based in Asia Pacific region.

The Company entered into a Standby Equity Distribution Agreement (SEDA) in March 2012 with YA Global Master SPV, Ltd in which YA Global Master has agreed to invest up to GBP5 million in share capital of the Company. In April 2012 an initial GBP0.25 million was received by the Company under the SEDA.

The Directors are of the opinion that the Company will have sufficient cash to fund its activities based on forecast cash flow information for a period in excess of twelve months from the date of these financial statements' approval. Management continues to monitor all working capital commitments and balances on a weekly basis and believe that they have access to appropriate levels of financing for the Company to continue to meet their liabilities as they fall due at least the next twelve months and is trading as a going concern.

   2.3     Segmental reporting 

For the purposes of IFRS 8 'Operating Segments' the Company currently has one segment, being investing in the Natural Resources sector in the Asia Pacific region. No further operating segment financial information is therefore disclosed.

   2.4     Foreign currency translation 

(a) Functional and presentational currency

Items included in the financial statements of the entity are presented in the currency of the primary economic environment in which the entity operates (the "functional currency"). The functional currency of the entity is Pounds Sterling ("GBP").

(b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the 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 period end exchange rates of the monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income.

   2.5     Cash and cash equivalents 

Cash and cash equivalents (readily convertible into a known amount of cash) include cash in hand and deposits held at call with banks with an original maturity of three months or less. For the purpose of the cash flow statement, cash and cash equivalents are as defined above, net of outstanding bank overdrafts. Fixed deposits secured against bank loans are shown separately on the statement of financial position as they do not meet the definition of cash and cash equivalents.

   2.6     Loans and other receivables 

Trade and other receivables are initially recognised at fair value, which is usually the original invoiced amount plus transaction costs, and subsequently carried at amortised cost using the effective interest method less provisions made for impairment of receivables.

   2.7     Trade and other payables 

Trade and other payables are initially recognised at fair value, which is usually the original invoiced amount, and subsequently carried at amortised cost using the effective interest method.

   2.8     Taxation 

Deferred tax is provided in full using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects either accounting nor taxable profit or loss. Deferred tax is determined using tax rates that are expected to apply when the related deferred tax asset is realised or when the deferred tax liability is settled. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised.

   2.9     Equity instruments 

Ordinary shares are classified as equity. Costs directly attributable to the issue of new shares are shown in equity as a deduction from the proceeds.

   2.10   Share-based payments 

The fair value of options and warrants granted is recognized as an expense, with a corresponding increase in equity, over the period that the holders become unconditionally entitled to the options and warrants. The amount recognized as an expense is adjusted to reflect the actual number of share options and warrants that vest.

For equity settled share-based payment transactions other than transactions with employees the Company measures the goods or services received at their fair value, unless that fair value cannot be estimated reliably. If this is the case the Company measures their fair values and the corresponding increase in equity, indirectly, by reference to the fair value of equity instruments granted. Fair value is measured by use of an appropriate model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of Radiant Growth Investments Limited. The charge is adjusted at each balance sheet date to reflect the actual number of forfeitures and cancellations during the period. The movement in cumulative charges since the previous balance sheet is recognized in the statement of comprehensive income, with a corresponding entry in equity.

   2.11            Standards and Interpretations in issue not yet adopted 

Certain changes to IFRS will be applicable for the Company's accounts in future periods. To the extent that the Company has not adopted these early in the current financial statements, they will not affect the Company's reported profit or equity but they may affect disclosures.

As at the date of approval of these financial statements, the following standards and interpretations were in issue but not yet effective:

IFRS 1- Amendments sever hyperinflation and removal of fixed dates for first time adoption.

IFRS 9- Financial instruments

IFRS 10- Consolidated Financial Statements

IFRS 11- Joint Arrangements

IFRS 12- Disclosure of Interests in other entities

IFRS 13- Fair value measurement

IAS 1- (amended) - Presentation of items of other comprehensive income

IAS 12- (amended) - Deferred tax: Recovery of underlying Assets

IAS 19- (amended) - Employee Benefits

IAS 27- Separate Financial Statements

IAS 28- Investments in Associates and Joint Ventures

IFRS 7 (amended) - Financial instruments disclosures

Numerous other minor amendments to standards have been made as a result of the IASB's annual improvement project.

The Directors do not anticipate that the adoption of these standards in future periods will have a material impact on the financial statements in the period of adoption and have decided not to adopt them early.

   2.12   Critical accounting judgments and key sources of estimation uncertainty 

Estimates and judgements need to be regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, rarely equal the related actual results.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The estimates significant to the financial statements during the period and at the period end are the consideration of impairment of financial assets and share based payment calculation, as set out in the relevant accounting policy.

   3        Expenses by nature 
 
                                                    2012 
                                                 GBP'000 
 Included within administrative expenses are: 
 Staff expenses (note 4)                              93 
 Foreign exchange losses                             210 
 Listing fees expensed                               204 
 Share-based payment expense (note 11)               173 
 Auditors' Remuneration 
 
   *    Fees payable to the Company's auditor         10 
 
 
   4        Staff expenses 
 
                       2012 
                    GBP'000 
 
 Staff expenses           3 
 Directors' fees         90 
 
 
                         93 
 
 

The average number of employees (including executive directors) employed by the Company during the period is 4.

   5        Directors' Remuneration 

Details of Directors' remuneration (who are considered to be the key management personnel of the Company) are as follows:

 
                                  Short term     Bonus      Others     Total 
   Period to 31 July 2012:         employment    GBP'000    GBP'000    GBP'000 
                                    benefits 
                                    GBP'000 
 Dato' Sri Dr. Alex Teh 
  Chee Teong                               70          -          -         70 
 Geoffrey Baillie Fielding                 10          -          -         10 
 Mohd Anuar Bin Mohd Hanadzlah             10          -          -         10 
 
 Aggregate remunerations                   90          -          -         90 
 
 
   6        Income tax expense 
 
                         2012 
                      GBP'000 
 
 Current tax charge         - 
 Deferred tax               - 
 
 
                            - 
 
 

The Company is incorporated in Jersey. No tax reconciliation note has been presented as the income tax rate for Jersey companies is 0%.

   7        Loss per share 

Basic

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

 
                                                              2012 
 
 Loss attributable to equity holders of the Company        GBP828k 
 Weighted average number of ordinary shares in issue    86,257,501 
 Basic loss per share in pence                              (0.96) 
 

Diluted

Potential ordinary shares of 730,555 have been excluded from the computation of diluted EPS as the shares are anti-dilutive.

   8        Other Receivables and Deposits 
 
                   2012 
                GBP'000 
 Current 
 Deposits         3,109 
 Prepayments          1 
 
 
                  3,110 
 
 

A deposit of RM3.52 million (GBP0.71 million) has been paid for the purchase of iron ore, in installments of RM1.00 million (GBP0.21 million), RM1.92 million (GBP0.39 million) and RM0.60 million (GBP0.11 million) between 15 March 2012 to 15 May 2012. Radiant Growth is acting as an agent on the sale of iron ore to a company based in China. The contract will be settled once goods have been supplied in accordance with the contract which is expected to be by March 2013.

The Company has proposed to invest GBP0.10 million for the acquisition of 15% of Rancang Istimewa Sdn Bhd (RISB), a Malaysian company that had originally been established to manage a multi buoy mooring system that will be constructed at the Trans Thailand Malaysia gas separation plant at Songkhla in Thailand and will deliver Natural Gas Liquids directly to ocean-going tankers ("the Project"). The Company has agreed to invest up to a further GBP1.10 million conditional upon inter alia the agreements for the project being signed with Petroliam Nasional Berhad (Petronas), in convertible preference shares in RISB. The total cost of the project is estimated at approximately GBP20 million, to be funded by debt, and is expected to take up to two years to complete. Under the terms of the convertible preference shares, the Company will be entitled to 50% of the after tax profits of RISB. Due to political circumstances affecting the awarding of government grants for private sector projects in Malaysia, progress in relation to the project above has been slower than originally anticipated. In the meantime, RISB has been looking at alternative projects and recently secured a Power Plant project in Vietnam. The investment has not yet materialised as Petronas is yet finalise and award the project. In October 2011 the company deposited RM2.4 million (GBP0.50 million) to provide funding to lobby the Project and a further RM3.6 million (GBP0.70 million) was placed with RISB for the purposes of the project, to be held in trust until the conditions in the investment agreement have been met.

Amounts of RM4.9 million (GBP1.00 million) were deposited to RISB in July 2012 for works carried out on the Power Plant project in Vietnam. No investment agreement has been signed for this project at the time of approval of the financial statements and deposits are repayable within 12 months in the event that an agreement is not approved by the directors.

The Company has discovered a potential opportunity to invest in an iron ore mining project situated in Malaysia and entered into a preliminary agreement with Swissbay Holdings Sdn Bhd (Swissbay), a company incorporated in Malaysia, which has obtained preliminary approval from the State of Kelantan to lease a piece of land located in Malaysia, for the purpose of iron ore mining. The consideration for entry into the agreement was RM1 million (GBP0.20 million). The advance has been used to help secure the lease and associated mineral rights following which, work will be undertaken to further evaluate the project. Swissbay is currently waiting for the letter of approval from the State Government to lease the Designated Land to be used for an iron ore mine. Once the conditions of the agreement have been met the company has the right to subscribe for 46% of the ordinary share capital of Swissbay Holdings Sdn Bhd (Swissbay), a related party (see note 13 to the financial statements).

   9        Cash and cash equivalents 
 
                                2012 
                             GBP'000 
 
 Cash at bank and in hand      1,742 
 Short-term deposits           1,500 
 
 
                               3,242 
 
 

Short-term deposits are monies held on money market accounts with recognised bank.

   10      Trade and other payables 
 
                      2012 
                   GBP'000 
 Non-trade 
 Other payables         21 
 Accruals               87 
 
 
                       108 
 
 

The carrying amounts of other payables and accruals equate to their fair value and are repayable within 12 months of the period end.

   11      Share capital and share warrants 
 
                                      Number        Nominal     Total authorised 
                                     of shares     value GBP         capital 
                                                                       GBP 
 Authorised 
 At date of incorporation            Unlimited      No par         Unlimited 
                                                     value 
 
 
                                                    Number 
   Issued and fully paid                           of shares         GBP'000 
 At date of incorporation                                   2                  - 
 Issue of shares 
  - 17 August 2011 (a)                             39,999,998                400 
  - 30 September 2011 (b)                          63,200,000              6,320 
  - 6 October 2011 (c)                                750,000                 75 
  - 4 November 2011 (d)                               358,225                 36 
  - 23 November 2011 (e)                              225,000                 22 
  - 25 April 2012 (f)                                 968,992                250 
 
 
 Issued share capital at 31 July 
  2012                                            105,502,217              7,103 
 
 
 Share issue costs deducted from 
  share capital                                                            (204) 
 
 
                                                                           6,899 
 
 

All issued shares are fully paid. The Company has one class of ordinary share that carries no right to fixed income and each share carries the right to one vote at general meetings of the Company.

(a) These shares were issued to form the initial founder share capital of the Company at 1p, raising GBP400,000.

(b) Initial AIM admission which raised GBP6,320,000.

(c) Issued to Daniel Stewart Securities PLC at issue price of 10p. GBP75,000 was raised.

(d) Issued to Daniel Stewart Securities PLC at issue price of 10p. GBP35,823 was raised.

(e) Issued to Daniel Stewart Securities PLC at issue price of 10p. GBP22,500 was raised.

(f) Issued to YA Global Master SPV Ltd at issue price of 25.8p. GBP250,000 was raised.

On 9 September 2011 the company entered into a deed of warrant with Daniel Stewart, conditional upon Admission, to subscribe for 2% (2,064,000 shares) the aggregate value of the shares of the company on Admission. The shares are exercisable at any time up to five years from the date of Admission at the Placing price of GBP0.10. These shares were granted for services rendered relating to the AIM Admission.

During the period 1,333,225 share warrants were exercised at 10p each, raising GBP0.133 million. Share warrants outstanding at 31 July 2012 were as follows:

   Date of grant                 Number granted     Exercise price     Expiry date 
   20 September 2011            730,775                10p               20 September 2016 

Using the Black Scholes method, the fair value of these warrants was calculated to be GBP0.173 million and the charge was shown as an expense in the income statement.

 
            Share price at grant date                       GBP0.10 
            Exercise price                                  GBP0.10 
            Expected volatility, per cent                   122% 
            Warrant life, years                             5 
            Expected dividends, per cent                    0 
            Risk free interest rate, per cent               3% 
 

Expected volatility is estimated by considering the Company's share price since admission to AIM.

The weighted average share price at the date of exercise was GBP0.34.

   12      Contingencies 

There were no contingent liabilities at 31 July 2012.

   13      Related party transactions 

During the period, the Company paid RM1 million (GBP0.20 million) to Swissbay Holding Sdn Bhd (Swissbay) a company incorporated in Malaysia for the purpose of entering into an iron ore mining agreement in which Dato' Sri Alex Teh, a director of the Company is also a director of Swissbay (see also note 8 above).

The directors are of the opinion that the related party transaction was entered into in the normal course of business and was based on negotiated and mutually agreed terms.

   14      Capital commitments 

The Company had no contracted capital commitments at 31 July 2012.

   15      Financial risk management 

The Company's activities expose it to credit risk, liquidity risk and market risk (including interest rate risk, currency risk and commodity price risk). The Company's overall risk management strategy seeks to minimise adverse effects from the volatility of financial markets on the Company's financial performance.

The Board of Directors is responsible for setting the objectives and underlying principles of financial risk management for the Company. The Company management then establishes the detailed policies such as risk identification and measurement, exposure limits and hedging strategies, in accordance with the objectives and underlying principles approved by the Board of Directors.

There has been no change to the Company's exposure to these financial risks or the manner in which it manages and measures the risk. Market risk exposures are measured using sensitivity analysis indicated below.

Credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in a loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company performs on going credit evaluation of its counterparties' financial condition. The Company does not hold any collateral as security over its customers. The Company's major classes of financial assets are loans made to third parties and cash and cash equivalents.

As at the end of the financial period, the Company's maximum exposure to credit risk is represented by the carrying amount of each class of financial assets recognised in the statements of financial position.

As at 31 July 2012, substantially all the cash and bank balances as detailed in Notes 9to the financial statements, are held in major financial institutions which are regulated and located in Hong Kong, which management believes are of high credit quality. The management does not expect any losses arising from non-performance by these counterparties.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date of the Company is as follows:

 
                                      2012 
                                   GBP'000 
 
 Other receivables and deposits      3,110 
 Cash and cash equivalents           3,242 
 
 
                                     6,352 
 
 

Currency risk

Currency risk arises from a change in foreign currency exchange rate, which is expected to have adverse effect on the Company in the current reporting period and in future years.

The Company maintains its books and accounts in its functional currency. As a result, the Company is subject to transaction and translation exposures resulting from currency exchange rate fluctuations. However, to minimise such foreign currency exposures, the Company uses natural hedges between sales receipts and purchases, and operating expenses disbursement. It is, and has been throughout the current financial period the Company's policy that no derivatives shall be undertaken except for the use as hedging instruments where appropriate and cost-efficient. The Company does not apply hedge accounting.

The Company incurs foreign currency risk on sales, purchases and operating expenses that are denominated in currencies other than the functional currency.

The Company's currency exposure is as follows:

 
                                                            2012 
                                                         GBP'000 
 Financial assets 
 
 Deposits to third parties denominated in Malaysia 
  Ringgits (RM)                                            3,109 
 Bank balances denominated in Hong Kong Dollars (HK$)        507 
 Bank balances denominated in US Dollars (USD)                10 
                                                        -------- 
 
 Net currency exposure                                     3,626 
------------------------------------------------------  -------- 
 

Sensitivity analysis

If the RM vary against the GBP by 10% with all other variables including tax rate being held constant, the effect on the net profit will be as follows:

 
                           2012 
                        GBP'000 
 
 GBP against RM 
 - strengthen/weaken    +/- 310 
 GBP against HKD 
 - strengthen/weaken     +/- 56 
 GBP against USD 
 - strengthen/weaken      +/- - 
 

Interest rate risk

The Company monitors the interest rates on its interest bearing assets closely to ensure favourable rates are secured.

As at the period ended, the Company's only interest-bearing assets relate to bank balances held. A change in interest rates at the reporting date would not materially affect profit or loss and as such sensitivity analysis have not been disclosed.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company's exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Company's objective is to maintain a balance between continuity of funding and flexibility through financial support of shareholders and secures committed funding facilities from financial institution.

The table below summarises the maturity profile of the Company's financial liabilities at the reporting date based on contractual undiscounted payments:

 
                                   Less than   Later than 
                                    one year    one year     Total 
                                    GBP'000     GBP'000     GBP'000 
 
 Other payables and accruals             108            -       108 
                                         108            -       108 
                               -------------  -----------  -------- 
 

Capital risk management

The Company's objectives when managing capital (defined as share capital and reserves) are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Company has no borrowing and cash and cash equivalents consist of the Company own cash at bank only.

   16      Control 

The Company is not controlled by any one party. Details of significant shareholders are shown in the Directors' Report.

   17      Subsequent events 

There were no other material events subsequent to the end of the period under review.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR TLBRTMBMBBLT

Radiant Gwth (LSE:RADG)
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Radiant Gwth (LSE:RADG)
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부터 6월(6) 2023 으로 6월(6) 2024 Radiant Gwth 차트를 더 보려면 여기를 클릭.