TIDMSCN
RNS Number : 2221U
Sacoven PLC
28 July 2015
28 July 2015
Sacoven plc (the "Company")
Annual report and audited financial statements
The Company announces its annual results for the year ended 31
March 2015 (the "Period").
Chairman's Statement
For The Year Ended 31 March 2015
To Our Shareholders:
The financial year ending 31 March 2015 reflected the third full
year of operation of Sacoven plc, which was incorporated on 16
March 2012 in Jersey, Channel Islands.
During this start-up phase of operation, we incurred further
costs during the year of GBP 741,737 (2014: GBP 664,113), and
registered an annual net loss of GBP 730,890 (2014: GBP
651,635).
During the year the close working relationship with Vasari
Global Limited, the Company to whom we have outsourced our mergers
and acquisitions initiatives, has developed and a number of
investment opportunities have been analysed in some detail and
discussed with the board.
On 12 September 2014, a secondary listing on the AltX of the JSE
was obtained.
The Board would like to take this opportunity to thank the
shareholders for their continued support.
Mark Haynes Daniell
Chairman
Statement Of Financial Position
As At 31 March 2015
Notes 31/03/2015 31/03/2014
GBP GBP
Assets
Current assets
Prepayments and other
receivables 5 20,570 15,014
Cash and cash equivalents 3,007,823 3,732,964
Total assets 3,028,393 3,747,978
------------ ------------
Liabilities and equity
Current liabilities
Other payables and accrued
expenses 6 47,430 36,125
Total liabilities 47,430 36,125
------------ ------------
Equity & reserves
Share capital 7 6,002 6,002
Share premium 8 4,910,690 4,910,690
Founder option 9 6,000 6,000
Retained loss (1,941,729) (1,210,839)
Total equity 2,980,963 3,711,853
Total liabilities and
equity 3,028,393 3,747,978
------------ ------------
Statement Of Comprehensive Income
For The Year Ended 31 March 2015
01/04/2014 01/04/2013
to to
31/03/2015 31/03/2014
Notes GBP GBP
Income - -
----------- -----------
Expenses
Investment advisory fees 10 450,000 450,000
Directors' fees 10 75,000 75,000
Administration fees 10 50,000 35,000
Insurance 7,898 16,926
Insurance adjustment (7,535) -
prior year
Nominated adviser and
broker fees 50,994 51,526
Registrar fees 8,937 7,500
Stock exchange fees 7,445 7,345
JSE stock exchange listing 72,948 -
Legal and professional
fees 12,932 1,175
Travel expenses 1,142 10,106
Audit fees 10,000 8,000
GST fees 200 200
Annual return fees 150 150
Webhosting 240 240
Bank charges 1,386 945
741,737 664,113
----------- -----------
Operating loss (741,737) (664,113)
Other income
Bank interest income 10,847 12,478
Loss before tax (730,890) (651,635)
Tax on ordinary activities 3 - -
----------- -----------
Total comprehensive loss
for the year (730,890) (651,635)
----------- -----------
Basic loss per share 17 (0.122) (0.108)
----------- -----------
Statement Of Changes In Equity
For The Year Ended 31 March 2015
Notes Share Share Founder Retained Total
capital premium option loss
GBP GBP GBP GBP GBP
As at 1 April
2014 6,002 4,910,690 6,000 (1,210,839) 3,711,853
Total comprehensive
loss
for the year - - - (730,890) (730,890)
-------- ---------- -------- ------------ ----------
At 31 March
2015 6,002 4,910,690 6,000 (1,941,729) 2,980,963
-------- ---------- -------- ------------ ----------
For The Year Ended 31 March 2014
Notes Share Share Founder Retained Total
capital premium option loss
GBP GBP GBP GBP GBP
As at 1 April
2014 6,002 4,910,690 6,000 (559,204) 4,363,488
Total comprehensive
loss
for the year - - - (651,635) (651,635)
-------- ---------- -------- ------------ ----------
At 31 March
2015 6,002 4,910,690 6,000 (1,210,839) 3,711,853
-------- ---------- -------- ------------ ----------
Statement Of Cash flows
For The Year Ended 31 March 2015
01/04/2014 01/04/2013
to to
31/03/2015 31/03/2014
Notes GBP GBP
Cash flows from operating
activities
Operating loss (741,737) (664,113)
Adjustments for changes
in:
Prepayments and receivables (5,556) 1,595
Other payables and accrued
expenses 11,305 (93,750)
----------- -----------
Net cash outflow from
operating activities (735,988) (756,268)
----------- -----------
Cash flows from investing
activities
Bank interest received 10,847 12,478
----------- -----------
Net cash received from
investing activities 10,847 12,478
----------- -----------
Net change in cash and
cash equivalents (725,141) (743,790)
Opening cash and cash
equivalents 3,732,964 4,476,754
----------- -----------
Cash and cash equivalents
at the end of the year 3,007,823 3,732,964
----------- -----------
Notes To The Financial Statements
For The Year Ended 31 March 2015
1. General Information
Sacoven plc ("the Company") is a public limited company
incorporated on 16 March 2012 in Jersey, Channel Islands. The
Company was re-registered as a public company from a private
company and adopted new memorandum and articles of association on
17 May 2012. The Company was listed on the AIM market of the London
Stock Exchange on 8 June 2012, and has obtained a secondary listing
on the AltX of the JSE on 12 September 2014.
2. Principal accounting policies
2.1 Basis of preparation
The financial statements of the Company have been prepared in
accordance with the AIM Rules and JSE Listing Requirements for
Companies and in accordance with International Financial Reporting
Standards ("IFRS") as issued by the International Accounting
Standards Board ("IASB") and interpretations issued by the
International Financial Reporting Interpretations Committee on a
historical cost basis.
2.2 Summary of significant accounting policies
The preparation of financial statements in conformity with IFRS
requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying
notes. The Directors believe that the estimates utilised in
preparing the financial statements are reasonable and prudent, and
that such estimates and assumptions are immaterial in nature and
have no significant impact on the results reported in the financial
statements. The financial statements have been prepared on the
going concern basis.
The principal accounting policies applied in the preparation of
these financial statements are set out below. These policies have
been consistently applied to all of the years presented, unless
otherwise stated.
Standards, interpretations and amendments to published standards
effective in 2014/2015
In 2014/2015, the Company adopted all new standards, amendments
and interpretations to existing standards that are mandatory for
the Company's accounting year beginning on 1 April 2014.
Information on the pertinent standards is noted below.
Offsetting Financial Assets and Liabilities - amendments to IAS
32
These amendments clarify the meaning of 'currently has a legally
enforceable right to set-off' and the criteria for non-simultaneous
settlement mechanisms of clearing houses to qualify for offsetting
and is applied retrospectively. These amendments have no impact on
the Company.
Standards, amendments and interpretations to existing standards
that are not yet effective and have not been adopted early by the
Company
At the date of authorisation of these financial statements,
certain new standards, amendments and interpretations to existing
standards have been published by the IASB but are not yet
effective, and have not been adopted early by the Company.
Management anticipates that all of the relevant pronouncements
will be adopted in the Company's accounting policies for the first
period beginning after the effective date of the pronouncement.
Information on new standards, amendments and interpretations that
are expected to be relevant to the Company's financial statements
is provided below. Certain other new standards and interpretations
have been issued but are not expected to have a material impact on
the Company's financial statement.
IFRS 9 Financial Instruments
The IASB completed the final element of its comprehensive
response to the financial crisis with the publication of IFRS 9
Financial Instruments in July 2014. The package of improvements
introduced by IFRS 9 includes a logical model for classification
and measurement, a single, forward-looking 'expected loss'
impairment model and a substantially-reformed approach to hedge
accounting.
The IASB has previously published versions of IFRS 9 that
introduced new classification and measurement requirements (in 2009
and 2010) and a new hedge accounting model (in 2013). The July 2014
publication represents the final version of the Standard, replaces
earlier versions of IFRS 9 and completes the IASB's project to
replace IAS 39 Financial Instruments: Recognition and
Measurement.
IFRS 9 is effective for annual periods beginning on or after 1
January 2018. The Company is yet to assess IFRS 9's full impact and
intends to adopt IFRS 9 no earlier than 1 January 2018.
Management does not anticipate a material impact on the
Company's financial statements.
(i) Financial instruments
Classification
The Company classifies its financial assets and financial
liabilities in accordance with IAS 39, Financial Instruments:
Recognition and Measurement.
Receivables
Receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market.
Other financial liabilities
Financial liabilities that are not held at fair value through
profit or loss include other short term operating expenses payable.
In the opinion of the Directors, the carrying amounts of other
financial liabilities not measured at fair value through profit or
loss are approximate to their fair value.
Recognition
The Company recognises a financial asset or financial liability
when, and only when, it becomes a party to a contractual
agreement.
Initial and subsequent measurement
Receivables and other financial liabilities are initially
recognised at fair value and subsequently at amortised cost using
the effective interest rate method.
De-recognition
A financial asset or part of a financial asset is de-recognised
where:
- The rights to receive cash flows from the asset have expired;
- Substantially all risks and rewards of the asset have been transferred.
The Company derecognises a financial liability when the
obligation under the liability is discharged, cancelled or
expired.
(ii) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand
deposits, and other short term highly liquid investments that are
readily convertible to a known amount of cash and are subject to
insignificant risk of changes in value.
(iii) Going concern basis
The Directors have concluded that at the time of approving the
financial statements of the Company there is a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future.
(iv) Income
Income consists of bank interest income accounted for on an
accruals basis.
(v) Expenses
Expenses are accounted for on an accruals basis.
(vi) Foreign currencies
Functional and presentation currency
The functional currency of the Company is pounds sterling, the
currency of the primary economic environment in which the Company
operates and this is also the presentational currency of the
Company.
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the date of the
transactions or an average rate as an approximation. Foreign
currency monetary assets and liabilities are translated into the
functional currency at the closing exchange rate at the end of the
reporting year.
Gains and losses
Any foreign exchange gains and losses on financial assets and
financial liabilities are included in the Statement of
Comprehensive Income in the year in which they arise.
(vii) Related parties
Related parties are entities which have the ability, directly or
indirectly, to control the other party or exercise significant
influence over the other party in making financial and operating
decisions. The related parties of the Company are disclosed in note
10.
3. Taxation
The Company is classified under Article 123C of the Income Tax
(Jersey) Law 1961, as amended, as a Jersey resident company which
is neither a 'utility company' nor a 'financial services company'
and as such is charged Jersey income tax at the rate of 0%.
A Jersey goods and services tax ("GST") applies at a standard
rate of 5% on the majority of goods and services supplied in Jersey
for local use or benefit. The Company has obtained International
Services Entity status under the Goods and Services Tax (Jersey)
Law 2007. In connection with its International Services Entity
status the Company pays an annual fee to the Comptroller of Income
Tax in Jersey, which is currently fixed at GBP200. As an
International Services Entity the Company is not required to charge
GST and in most situations will not be subject to a GST charge on
goods and services provided to it.
4. Segmental reporting
The Directors are of the opinion that the Company is engaged in
a single segment of business, as such no segmental reporting
information has been presented.
5. Prepayment and other receivables
31/03/2015 31/03/2014
GBP GBP
Prepayments 20,568 15,012
Other debtors 2 2
----------- -----------
20,570 15,014
----------- -----------
6. Other payables and accrued expenses
31/03/2015 31/03/2014
GBP GBP
Directors fees 18,750 18,750
Administration fees 8,750 8,750
Registrar fees 625 625
Audit fees 10,000 8,000
Stock exchange fees 434 -
Legal and professional 21 -
JSE stock exchange listing 8,850 -
----------- -----------
47,430 36,125
----------- -----------
7. Share capital
31/03/2015 31/03/2014
Units Units
Authorised share capital
Non-redeemable ordinary
shares of GBP1 each 2 2
Unclassified shares of GBP0.001
each 59,999,998,000 59,999,998,000
--------------- ---------------
GBP GBP
Issued and fully paid up
share capital
2 non-redeemable ordinary
shares of GBP1 each 2 2
6,000,001 unclassified shares
of GBP0.001 each 6,000 6,000
--------------- ---------------
6,002 6,002
--------------- ---------------
On 15 May 2012 the 2 ordinary shares of GBP1 each in the issued
share capital of the Company were redesignated as non-redeemable
ordinary shares of GBP1 each having the rights and being subject to
the restrictions set out in the articles of association (the
"Articles") adopted by the Company on 17 May 2012.
Each of the 998 ordinary shares of GBP1 each in the unissued
(but authorised) share capital of the Company was subdivided into
1,000 ordinary shares of GBP0.001 each and then all such ordinary
shares of GBP0.001 each were redesignated as unclassified shares of
GBP0.001 each that may from time to time (and in accordance with
the Articles be issued as, or redesignated or converted into,
shares (whether or not redeemable from time to time) and, in each
case having the rights and being subject to the restrictions
specified in the Articles adopted by the Company on 17 May
2012.
The authorised share capital of the Company was increased from
GBP1,000 divided into 2 non-redeemable ordinary shares of GBP1 each
and 998,000 unclassified shares of GBP0.001 each to GBP60,000,000
divided into 2 non-redeemable ordinary shares of GBP1 each and
59,999,998,000 unclassified shares of GBP0.001 each by the creation
of an additional 59,999,000,000 unclassified shares of GBP0.001
each that may from time to time (and in accordance with the
Articles be issued as, or redesignated or converted into, shares
(whether or not redeemable from time to time) and, in each case
having the rights and being subject to the restrictions specified
in the Articles.
Brunswood International Holdings Limited the "Founder" owns 100%
of the non-redeemable ordinary shares and 50% of the ordinary
shares in issue. The Founder has no ultimate controlling party and
therefore the Company has none either.
8. Share premium
31/03/2015 31/03/2014
GBP GBP
6,000,001 unclassified shares
issued at a premium of GBP0.999 5,994,001 5,994,001
Less: transaction cost (1,083,311) (1,083,311)
------------ ------------
4,910,690 4,910,690
------------ ------------
9. Founder option
31/03/2015 31/03/2014
GBP GBP
Founder option 6,000 6,000
----------- -----------
Brunswood International Holdings Limited the "Founder" has
purchased an option for GBP6,000 ("the Founder Option"). The
Founder Option gives the Founder the right, from admission up to
completion of any acquisition, to subscribe for a further 6,000,000
shares at GBP0.999 per share.
10. Related party disclosures
The Company has a number of related parties, the transactions
with the related parties are detailed below:
Administration fees
Fees are payable to Regal Trustees Limited for administration
services; Ian Crosby and Niall McCallum are directors of Regal
Trustees Limited and of the Company. The amount payable by the
Company for the year was GBP 50,000 (2014: GBP 35,000) for
administration and GBP 25,000 (2014: GBP 25,000) for directors'
fees, of this GBP 15,000 (2014: GBP 15,000) remained unpaid at the
year end.
Directors
In addition to the amounts payable to Regal Trustees Limited,
Samuel Imerman and Hymie Levin were paid directors fees of GBP
12,500 each (2014: GBP 12,500 each) and Mark Haynes Daniell was
paid directors fees of GBP 25,000 (2014: GBP 25,000). At the year
end GBP 12,500 remained unpaid (2014: GBP nil).
Shareholdings
The Founder and the Investment Adviser are beneficially owned
and are under the common control of the trustees of trusts
established for the benefit of certain members of the Imerman
family (the "Family Trusts").
The Founder holds 3,000,001 shares (2014: 3,000,001 shares) in
the Company.
Samuel Imerman is the settlor and a protector of the Family
Trusts and Hymie Levin is a protector of the Family Trusts.
Separately, Ian Crosby and Niall McCallum are employees of
Stonehage Trust Holdings (Jersey) Limited, a member of the
Stonehage group of companies who act as trustees of the Family
Trusts. Ian Crosby and Niall McCallum do not, however, have any
connection with the role that Stonehage carry out as trustees of
the Family Trusts and, as such, the other directors of the Company
are satisfied that they are "independent" directors of the
Company.
In accordance with the investment advisor agreement, the
Investment Advisor is entitled to receive fees of GBP 450,000 per
annum payable quarterly in arrears. During the year, the Investment
Advisor was paid GBP 450,000 (2014: GBP 450,000) in respect of the
quarterly retainer fee, at the year end, GBP nil (2014: GBP nil)
remained outstanding.
11. Commitments and contingencies
The Company has issued 100 warrants to the Founder (the "Founder
Warrant"). The Founder Warrants entitle the Founder in respect of
every one warrant held to subscribe for such number of shares as
shall equal 0.1 per cent of the share capital of the Company on a
fully diluted basis following completion of an acquisition until
the last business day of the month following the month in which an
acquisition was completed for an amount equal to the par value of
those shares issued.
The Company has issued an option to the Founder as disclosed in
note 9.
12. Ultimate controlling party
No single party is considered to be the ultimate controlling
party.
13. Financial risk management
Overview
The Company has exposure to a number of business risks. The
Board of Directors has overall responsibility for the Company's
risk management arrangements. The Company may be exposed to market
risk, credit risk and liquidity risk.
This note presents information on the Company's exposure to each
of the above risks, the Company's objectives, policies and
processes for measuring and managing risk and the management of the
Company's capital.
a) Market risk
Market risk is the risk that the fair value or future cash flows
of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises three types of risk: price
risk, interest rate risk and currency risk.
(i) Price risk
Price risk is the risk that the market prices move unfavourably
and that the fair value of future cash flows that are based on the
market will fluctuate due to changes in the market prices. The
Company is not currently exposed to price risk.
(ii) Interest rate risk
Interest rate risk is the risk that the fair value of future
cash flows of a financial instrument will fluctuate because of
changes in market interest rates.
Cash flow interest rate risk arises on cash balances held. The
Directors have determined that a fluctuation in interest rate of 50
basis points is reasonably possible. An increase in 50 basis points
in interest rates as at the reporting date would have increased the
profit for the period by GBP 15,039 (2014: GBP 18,665), a decrease
of 50 basis points would have an equal but opposite effect. The
analysis assumes that all other variables remain constant.
(iii) Currency risk
Currency risk is the risk that currency exchange rates move
unfavourably and the assets that the Company owns in currencies
other than its functional currency decrease in value due to
exchange rate movements.
The Company's functional and presentational currency is pounds
sterling, the Company currently holds liabilities in currencies
other than pounds sterling and is therefore exposed to currency
risk.
The Fund's net currency exposure at 31 March 2015 was:
Currency Assets Liabilities Net Exposure
GBP GBP GBP
--------------- -------- ------------ -------------
South African
Rand - (9,283) (9,283)
--------------- -------- ------------ -------------
b) Credit Risk
Credit risk is the risk that a counterparty of a financial
instrument will fail to discharge an obligation or commitment that
it has entered into with the Company.
Credit risk arises mainly from cash deposits, cash equivalents
and is accrued income. The Company only deposits cash with major
banks with high quality credit standing, this ensured through
monitoring credit worthiness of the bank using data available from
Standard and Poor's. The current credit ratings of the banks used
by the Company are BAA2 and BA1. The Company reviews its cash
positions and ensures it limits exposure to any one
counterparty.
All banks, custodians and brokers with which the Company will be
doing business may encounter financial difficulties that impair the
operational capabilities or capital position of the Company.
The carrying amount of financial assets represents the Company's
maximum exposure to credit risk. The maximum exposure of each class
of financial asset are as follows:
31/03/2015 31/03/2014
GBP GBP
Other receivables 2 2
Cash and cash equivalents 3,007,823 3,732,964
----------- -----------
3,007,825 3,732,966
----------- -----------
c) Liquidity risk
Liquidity risk is the risk that the Company fails to maintain
adequate levels of financial resources to enable it to meet its
financial obligations as they fall due. Liquidity risk arises
because of the possibility that the Company could be required to
pay its liabilities earlier than expected or because of any
inability to realise assets in order to meet obligations as they
fall due or is only able to realise assets by suffering financial
loss.
The Company's liquidity risk derives from the need to have
sufficient funds available to cover future commitments. The Company
manages liquidity risk through an ongoing review of future cash
requirements. Cash flow forecasts are compared to cash
available.
The carrying amount of financial liabilities represents the
Company's maximum exposure to liquidity risk. The maximum exposure
of each class of financial liability are as follows:
31/03/2015 31/03/2014
GBP GBP
Other payables and accrued
expenses 47,430 36,125
----------- -----------
47,430 36,125
----------- -----------
14. Capital risk management
The share capital and share premium is considered to be the
capital of the Company. The Company must maintain sufficient
financial resources, in the opinion of the Directors to meet its
commitments. The Directors monitor the capital of the Company to
ensure that the Company continues as a going concern whilst
ensuring optimal return for the shareholders.
15. Employees
The Company had no employees during the year.
16. Events after the reporting period
There were no significant events to report since the balance
sheet date.
17. Basic earnings / (loss) per share
Basic earnings / (loss) per share is calculated by dividing the
net profit attributable to shareholders by the weighted average
number of ordinary shares outstanding during the year
31/03/2015 31/03/2014
GBP GBP
Net loss attributable to
shareholders (730,890) (651,635)
Weighted average number
of shares in issue 6,000,001 6,000,001
Basic loss per share (0.122) (0.108)
Should the Founder Option have exercised a further 6,000,000
shares would be in issue diluting the loss per shares, the basic
loss per share would have been GBP (0.0609) (2014: GBP
(0.0543).
The headline and diluted headline loss per share are the same as
the loss per share and diluted loss per share.
Enquires:
For further information, please visit the Company's website
www.sacoven.com or contact:
Sacoven PLC Niall McCallum
+44 (0)1534 823000
Liberum Capital Limited Clayton Bush
Nominated Adviser, Financial Christopher Britton
Adviser and Corporate Broker +44 (0)20 3100 2000
KPMG Service Proprietary Limited No contact details
JSE Sponsor
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Sacoven (LSE:SCN)
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