Final Results & Delisting
07 5월 2009 - 9:04PM
UK Regulatory
TIDMRGN
7 May 2009
Regenesis Group Plc
("Regenesis" or "the Company")
Final Results for the year ended 31 December 2008
and proposed Delisting from AIM
Chairman's Statement
Introduction
Shareholders should not be surprised to hear that 2008 was a very difficult
year for any company engaged in short-term, asset backed lending. The flow of
lending opportunities has remained high, but the willingness of lending
institutions to provide onward longer-term funding, and hence an opportunity
for the Group's clients to refinance their borrowings from the Group, has
reduced significantly, which has meant that the loan book has not turned at the
rate that was anticipated in the Directors' original business plan.
The Directors have used the cash flow from client loan repayments to repay the
Group's bank borrowings and by the year end the only external funding was in
the form of the initial instalment of the convertible loan advanced on 29
August 2008. No new advances have been made to customers during the year in
review and the one remaining loan continues to be punctually serviced, although
the borrowers have been unable to secure an offer to refinance this loan.
Financial Performance
In the year under review, Group turnover, representing interest receivable from
the loan portfolio, was GBP209,000 (2007: GBP106,000), resulting in a gross profit
of GBP158,000 (2007: GBP43,000). After operating costs, the Group loss before
taxation was GBP121,000 (2007: GBP413,000), representing a loss per share of 0.19p
(2007: 0.70p). Net assets as at 31 December 2008 stood at GBP323,000 (2007: GBP
381,000).
On 29 August 2008, the Company announced that it had placed 12,500,000 new
Ordinary Shares at 0.5 pence per share and entered into a loan agreement under
which the placee would lend the Company up to GBP187,500 by way of a convertible
loan.
Since then, GBP60,000 has been drawn down under the convertible loan facility.
Further drawdown under the convertible loan agreement is subject to the
nomination by the lender of two new directors, acceptable to the Board. No such
nominations have been made as yet and, in the absence of further funding, it
has not been possible to further draw on this convertible facility or to expand
the activities of the Group.
Outlook
Market conditions for short-term asset finance have further deteriorated
significantly since the funds referred to above were injected into the Company.
Therefore, the Directors have concluded that the best application of the funds
was to repay the Group's bank loan, leaving the one remaining loan awaiting
redemption. The Directors have continued to monitor market conditions, with a
view to seeking bank facilities to expand the activities of the Group, but,
given current economic conditions, have concluded that such facilities remain
unavailable on acceptable terms.
Mindful that the Group continues to incur the costs of being listed on a public
exchange, which the Directors estimate to be approximately GBP100,000 per annum,
and that such costs cannot be sustained with the Group's current resources, the
Directors have concluded that the Company needs to further reduce the scale of
its activities and to preserve shareholders' cash from further unnecessary
deterioration. Consequently, the Directors consider that it would be in the
best interests of the Company to again seek shareholder approval for the
cancellation of the Company's ordinary shares from admission to trading on AIM
and to re-register the Company as a private limited company. In addition, I
have now agreed to defer payment of my own salary pending the redemption of the
remaining loan or for a period of up to six months, and have offered the
Company the option of making share based payments in lieu of net salary if
required.
Under the AIM Rules, it is a requirement that cancellation of admission to
trading on AIM requires approval by not less than 75 per cent. of shareholders
voting in general meeting. If the resolution is approved at the forthcoming
annual general meeting, it is expected that cancellation will take effect 20
business days following the date of the meeting.
A circular to shareholders setting out the proposals in more detail, which
includes the notice for the annual general meeting, will be sent to
shareholders in the near future.
Marc J Duschenes
Chairman
Further Enquiries
Regenesis Group plc 0161 929 4969
Marc Duschenes
John East & Partners Limited (a subsidiary of Merchant 020 7628 2200
Securities plc)
David Worlidge
Consolidated Income Statement
For the year ended 31 December 2008
Notes Year ended Year ended
31 December 31 December
2008 2007
GBP'000 GBP'000
Revenue 209 106
Finance costs (28) (5)
Other Cost of Sales (23) (58)
Gross Profit 158 43
Administration Expenses (284) (477)
Operating loss 2 (126) (434)
Finance Income 5 21
Loss before tax (121) (413)
Tax 3 - -
Loss for year (121) (413)
Attributed to equity holders (121) (413)
Loss per share
From continuing operations - basic and 4 (0.19p) (0.70p)
diluted
All revenue and costs originate from continuing activities.
Consolidated Balance Sheet
At 31 December 2008
Notes 31 December 31 December
2008 2007
GBP'000 GBP'000
Assets
Current Assets
Loans and advances to customers 397 388
Other receivables 3 4
Cash and cash equivalents 5 43 368
Total Assets 443 760
Liabilities
Current Liabilities
Interest bearing loans and borrowings (60) (279)
Trade and other payables (60) (100)
Total Liabilities (120) (379)
Total Net Assets 323 381
Equity
Issued capital 996 993
Share premium 1,598 1,538
Share option reserve 16 16
Retained earnings (2,287) (2,166)
Total Equity 323 381
Consolidated Cash Flow Statement
For the year ended 31 December 2008
Year ended Year ended
31 December 31 December
2008 2007
GBP'000 GBP'000
Operating Activities
Net loss from ordinary activities (121) (413)
Adjustments for:
Increase in trade and other receivables (8) (383)
(Decrease)/Increase in trade and other payables (40) 85
Equity-settled share-based payment expenses - 31
Cash absorbed by operations (169) (680)
Income tax paid - -
Cash flows from operating activities (169) (680)
Proceeds from issue of share capital 63 29
(Decrease)/Increase in borrowings (219) 279
Net cash (absorbed by) / generated from financing (156) 308
activities
Net reduction in cash and cash equivalents (325) (372)
Cash and cash equivalents at 1 January 368 740
Cash and cash equivalents at 31 December 43 368
Consolidated statement of recognised income and expense for the year ended 31
December 2008
Year ended Year ended
31 December 31 December
2008 2007
GBP'000 GBP'000
Loss for the year (121) (413)
Total recognised income and expense for the period (121) (413)
Notes to the Financial Statements
For the year ended 31 December 2008
1. Basis of Preparation
These financial statements have been prepared in accordance with International
Financial Reporting Standards, International Accounting Standards and
Interpretations (collectively IFRS) issued by the International Accounting
Standards Board (IASB) as adopted by European Union ("adopted IFRSs"), and are
in accordance with IFRS as issued by the IASB.
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2007 and 2008, but is
derived from those accounts. Statutory accounts for 2007 have been delivered to
the Registrar of Companies and those for 2008 will be delivered following the
Company's Annual General Meeting. The Auditors have reported on those accounts;
their reports were unqualified and did not contain statements under the
Companies Act 1985, sections 237(2) or (3).
2.Operating Loss
The operating loss is stated after charging:
Year ended Year ended
31 December 31 December
2008 2007
GBP'000 GBP'000
Auditor's remuneration
- Fees payable to the Group's auditor for the 9 7
audit of the Group's annual financial statements
- Fees payable to the Group's auditor for other
services:
- the audit of the Group's subsidiaries pursuant - 2
to legislation
- other services relating to taxation 4 1
- other services - 29
13 39
3. Tax
Year ended Year ended
31 December 31 December
2008 2007
GBP'000 GBP'000
Tax on ordinary activities - -
The differences between the total current tax shown above and the amount
calculated by applying the standard rate of UK corporation tax of 30 per cent
(2007: 30 per cent) to the profit and loss is as follows:
Year ended Year ended
31 December 31 December
2008 2007
GBP'000 GBP'000
Loss on ordinary activities before tax (121) (413)
Loss on ordinary activities multiplied by (36) (124)
standard rate of corporation tax in the UK of 30%
Effects of:
Expenses not deductible for tax purposes - 20
Movement in tax losses 36 104
- -
The Company has available trading losses to carry forward of approximately GBP
714,000 (2007 - GBP593,000) although it is unlikely that they will be available
for use against future profits of the Company.
The Company has capital losses to carry forward of approximately GBP1,756,000.
The Company has no liability to deferred taxation.
4. Loss per Share
Year ended Year ended
31 December 31 December
2007
2008
Loss for the period (121,000) (413,000)
Weighted average number of ordinary shares 63,771,462 59,223,505
Loss per ordinary shares - basic (0.19p) (0.70p)
There are 842,104 potentially issuable shares that have not been included in a
diluted EPS calculation as they are anti-dilutive.
The deferred shares have not been included in the loss per share calculation as
they have no voting rights and have negligible rights as to dividends and on a
return of capital.
5. Cash and cash equivalents
Cash and cash equivalents included in the cash flow statement comprise the
following balance sheet amounts:
Year ended Year ended
31 December 31 December
2008 2007
GBP'000 GBP'000
Cash on hand and balances with banks 43 368
6.Related Party Transactions
An amount of GBP19,535 relating to rent and expenses was due to Braemar Group plc
during the year, which remains unpaid as at 31 December 2008.
Marc Joel Duschenes and William Martin Robinson are both directors of Braemar
Group plc.
An amount of GBP17,500 relating to financial PR services provided by Jennie
Duschenes, the wife of Marc Joel Duschenes, was due during the year and GBP8,750
remained unpaid as at 31 December 2008.
During the period the Group entered into a short-term loan with one of its
Directors, J D Barnacle, for an amount of GBP10,000. The loan was repaid in full
on 9 May 2008, together with total fees and interest amounting to GBP1,250.
7. Dividend
The Directors do not propose the payment of a dividend for the year ended 31
December 2008.
8. Copies of Report and Accounts
Copies of the Report and Accounts will be posted to shareholders shortly and
will be available from the Company's registered office Richmond House, Heath
Road, Hale, Altrincham, Cheshire WA14 2XP and from the Company's website
www.regenesisgroup.co.uk.
END
Regenesis (LSE:RGN)
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부터 5월(5) 2024 으로 6월(6) 2024
Regenesis (LSE:RGN)
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부터 6월(6) 2023 으로 6월(6) 2024
