TIDMTRIC
RNS Number : 8490I
Tricor PLC
02 September 2016
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Tricor plc
("Tricor" or the "Company")
Final Results
The Directors of Tricor announce the Company's audited results
for the year ended 31 March 2016.
Copies of its annual report and accounts, together with a notice
of Annual General Meeting ("AGM") and form of proxy are expected to
be posted to the shareholders of the Company on 5 September 2016.
Electronic copies of both the Annual Report and Accounts and notice
of AGM are available to view on the Company's website
www.tricor-plc.co.uk.
The AGM will be held at 11.00 a.m. (local time SGT) on 30
September 2016 at 11 Collyer Quay, #14-06 The Arcade, Singapore
049317.
Enquiries:
Tricor plc
Chan Fook Meng
CEO +65 6236 2985
Allenby Capital Ltd (Nominated
Adviser & Broker) +44 (0) 20 3328
John Depasquale/Richard Short 5656
CHAIRMAN'S STATEMENT
FOR THE YEARED 31 MARCH 2016
Tricor Plc ("Tricor") is an investing company and has invested
in TEPL, TM and TRT (all as defined and detailed below).
On 31 March 2015, the Company announced a restructuring and
working capital investment. Since then, efforts have been focused
on evaluating investments, stabilising operations, implementing
cost saving measures, and maintaining compliance and accounting
controls.
The operating environment for the subsidiary businesses has
remained challenging in this financial year (please see below).
For the year ended 31 March 2016, the Group generated revenue of
GBP0 (2015: GBP1,622,000), and recorded a gross loss of GBP77,000
(2015: gross profit of GBP25,000). The net loss before and after
tax of the Group for the financial year was GBP2,219,000 (2015:
profit of GBP34,000). This was mainly due to the impairment of
assets at Tricor Environmental Pte Ltd, impairment of input VAT
recoverable, as well as other administrative expenses incurred to
preserve the Company and its subsidiaries during the year.
Tricor Environmental Pte Ltd ("TEPL")
TEPL generated no revenue for the year ended 31 March 2016 and
as a result of the ongoing uncertainties with regard to the future
revenues of TEPL, TEPL has recorded a full impairment of its
assets. As a result, TEPL suffered a net loss before and after tax
of GBP815,509 (2015: GBP979,547 net profit).
TEPL, together with its operating partner for reclamation sand
operation, were actively attempting to secure sand supply contracts
during the financial year. However, the existing sand suppliers in
Singapore were priced out by the new entrants who tried to
aggressively take market share off the incumbents. TEPL agreed with
its operating partner that they should not enter into price wars
that would not make economic sense to both parties and would risk
incurring heavier losses. On that basis, TEPL has remained largely
dormant during the year, and the net loss of GBP815,509 mainly
consists of non-cash expenses, such as impairment and depreciation
costs.
Tricor Minerals Pte Ltd ("TM")
As announced last year, TEPL is helping the management of TM to
apply for the necessary permits to operate an iron sand plant.
Continuing efforts have been made in this regard but it remains
uncertain whether TM will eventually secure these permits.
TM made a minimal loss of GBP11,454 (2015: GBP892,549) for the
financial year ending 31 March 2016 as the subsidiary remains
dormant while waiting for the relevant government authorities to
award the permits for them to commence the iron sand processing
activities.
As announced on 29 May 2013, KGGD Pte Ltd ("KGGD") is required
to provide TM with financing. However, KGGD has sent a letter to
both TM and Tricor in which it has threatened to wind up TM as a
result of TM failing to repay a US$200,000 loan provided by KGGD
and KGGD's entitlement to wind up TM if all the necessary licenses
and approvals had not been obtained for iron sand operation by 31
December 2013. TM is not likely to repay this loan until it has
started iron sand operations and made profits, which to date is has
not. Over the financial year, the Directors of the Company have
been actively engaging KGGD and Dunamis Mining Pte Ltd ("Dunamis"),
the other minority shareholder of TM, to reach an amicable
resolution. The parties have agreed to a full and final settlement,
pending approval by the Company's shareholders at a general meeting
of the Company. TM will transfer its fully impaired iron sand
processing plant to KGGD in exchange for KGGD and Dunamis'
agreement to write off the entire amount owed to them, including
both trade payables and loan, as of the signing date of the
settlement agreements. The total amount owed to these two parties
by TM as at 31 March 2016 was approximately GBP900,000. As part of
the settlement, TEPL and KGGD also entered into a new operating
arrangement, whereby, both parties will work together on a 50/50
profit sharing basis once the necessary permits for the iron sand
processing plants are secured. Such arrangement will continue for
one year, the extension of which will dependent on the performance
of KGGD during the year.
Tricor Resources Trading Pte Ltd ("TRT")
TRT was set up to be a resources trading company and will only
commence business after TM starts producing iron sand.
TRT made a minimal loss of GBP591 (2015: GBP62,621) for the
financial year ending 31 March 2016.
VAT claim
In June 2016, Tricor, represented by its solicitors, attended
the hearing at the Upper Tribunal to appeal against the earlier
decision of the First Tier Tribunal (Tax and Chancery Chamber) to
disallow Tricor's GBP1,847,976.70 of input VAT claims plus any
interests and costs.
On 17 August 2016, Tricor was informed by its solicitors that
the Upper Tribunal (Tax and Chancery Chamber) has rejected the
Company's appeal. Since then, the Directors of the Company have
discussed with its solicitors and requested an extension of the
initial deadline to 2 September 2016, which was given by the Upper
Tribunal. The Board is carefully considering whether the Company
should seek permission to lodge a further appeal on this judgement.
Until the decision is made, the Company has decided to make a full
impairment of the previously recognised input VAT recoverable of
GBP905,000.
Subject to whether any further appeal is successfully made, the
Company has a prospective liability for the costs incurred by Her
Majesty's Revenue and Customs ("HMRC") for the appeal and HMRC has
made an application to the Tribunal for an order for those costs,
which are presently unquantified, to be paid by the Company. As
such, the Company has made a provision for the legal costs of
GBP100,000 in the current year's accounts.
Outlook
The Company has limited cash resources at the present time and
will continue to be so until such time that TEPL and TM are able to
recommence revenue generating operations and returns are
forthcoming to Tricor. In the meantime, the Board of Tricor has
been controlling costs. In line with the forecast drawdown
schedule, the working capital facilities provided by Ellwood
International Limited in March 2015 and Reed Works Limited in
December 2015 have been progressively drawn down to meet the
working capital needs of the Company. The Company is evaluating its
further needs and potential sources of funding to ensure that
further working capital is available as soon as possible.
Concurrently, the Company is actively assessing various viable
businesses in view of its plan to complete a reverse takeover
transaction. Upon confirmation of such a transaction, the Company
plans to spin off its under-performing subsidiaries to offer a
clean slate to the target company.
Michael Roberts
Chairman
2 September 2016
STRATEGIC REPORT
FOR THE YEARED 31 MARCH 2016
Investing Policy
The Group's Investing Policy is to focus on building up
businesses, or alternatively identifying and acquiring quoted and
unquoted businesses, which are involved in providing services and
facilities to support, assist and serve the natural resources
industries, in particular exploration, mining and extraction of
resources. The services and facilities that are within the scope of
the Investing Policy will include management services,
transportation, logistics, processing, testing and storage. The
Investing Policy will extend to companies and businesses that are
engaged in trading of natural resource products and commodities,
including but not limited to coal, owning natural resources, mines
and tenements and exploration and extraction rights for natural
resources of any kind, developing and construction of
infrastructure for transportation, including building roads and
building and owning plants for the conversion and processing of
coal to useable fuel in each case in any part of the World.
By actively investing in businesses with complementary areas of
expertise, which may for example include in relation to the natural
resources sector, exploration, processing, inspection, testing,
aviation, maintenance and similar activities, the Directors of
Tricor (the "Directors") believe that it is possible to generate
considerable opportunities for the cross selling of services
between the different operations and countries. The Directors also
intend to continue to make minority investments in such businesses
where the Group would be a passive investor, but where those
investments provide the opportunity for enhancing the growth
prospects of the Group.
With regard to the acquisitions that the Group expects to make,
the Directors may adopt earn-out structures, with specific
performance targets being set for the sellers of the businesses
acquired and with suitable metrics applied. The Group may invest by
way of hiring appropriate persons to build up a business or by
outright acquisition, by the acquisition of assets, including
intellectual property, of a relevant business, or via establishing
partnerships or joint venture arrangements. Such investments may
result in the Group acquiring the whole or part of a company (which
in the case of an investment in a company may be private or listed
on a stock exchange and which may be pre-revenue) and such
investments may constitute a minority stake in the company or
project in question. The Group's investments may take the form of
equity, joint venture debt, convertible instruments, licence rights
or other financial instruments as the Directors deem
appropriate.
The Group will be both an active and a passive investor and the
Directors will place no minimum or maximum limit on the length of
time that any investment may be held. There is no limit on the
number of projects into which the Group may invest nor will the
proportion of the Company's gross assets that any investment may
represent at any time and the Company consider possible
opportunities anywhere in the World. There are no borrowing limits
in the Articles of Association of the Company. The Directors do not
intend to acquire any cross-holdings in other corporate entities
that have an interest in the ordinary shares of 0.01 of one penny
each in the capital of the Company ("Ordinary Shares").
There are no restrictions on the type of investment that the
Company might make nor on the type of opportunity that may be
considered other than as set out in this Investing Policy. As the
Ordinary Shares are traded on AIM this provides a facility for
holders of Ordinary Shares ("Shareholders") to realise their
investments in the Company. In addition, the Directors may consider
from time to time other means of facilitating returns to
Shareholders including dividends, share repurchases, demergers, and
schemes of arrangement or liquidation.
Other than pursuing its existing Investment Policy mentioned
above, the Board of the Company have also been concurrently working
on assessing viable businesses to acquire in view of a reverse
takeover transaction. Other than the natural resources sector, the
Board is also interested to review potential reverse takeover
candidates in the medical or services sectors.
Review of business and future developments
The results for the period and financial position of the Company
and the Group are as shown in the annexed financial statements.
The Company has 3 subsidiaries, TEPL, TM and TRT. None of the
subsidiaries generated revenue for the financial year ended 31
March 2016.
In order to avoid entering into a price war with the new
players, TEPL has not been able to stay competitive in its bids for
sand contracts, and hence, it has not succeeded in the securing
sand contracts during the financial year. TEPL continued to be
active in contract bidding exercise in Singapore as it believes the
new players will not be sustainable at the price levels they have
quoted the Singapore government.
As for TM, it continued to work with TEPL to secure the
necessary permits to commence the iron sand processing activities.
TRT was set up for iron sand trading activities, so until and
unless TM commence its operation, TRT will remain dormant.
Principal risks and uncertainties
Risk is intrinsic to the business both in the nature of the
underlying activities over the period and the regulatory
environment. The financial risks are discussed in note 3 to the
financial statements, other key risks and uncertainties are
detailed below.
Tricor will continue its effort to build up the existing
reclamation and iron sand operations in the Philippines. TEPL,
together with its operating partner, will try to secure reclamation
sand contracts from the Singapore government. As for TM, it will
focus on getting the necessary permits to commence its iron sand
operation.
As mentioned in the Chairman's Statement, the Company was not
successful in the appeal to Upper Tribunal in relation to the
disallowed input VAT claims. As a result, the Company may have to
pay adverse costs of the proceedings.
It was announced that KGGD may choose to wind up TM due to the
fact that TM has yet to secure all the necessary licenses and
approvals, and failure to be awarded these would render TM unable
to carry out its iron sand operations. Over the last financial
year, the Board have successfully reached an amicable settlement
with KGGD on this matter.
Pending the approval by the shareholders, under the settlement
agreement in principle, TM will transfer its ownership of the
flawed iron sand processing plant to KGGD in exchange for KGGD and
Dunamis' agreement to write off the trade payables and loans owed
to them by TM in full as of the signing date of the settlement
agreements. The amount of trade payables and loans owed to KGGD and
Dunamis was approximately USD$1.3 million as at 31 March 2016, and
this amount is not likely to materially change from 31 March 2016
until the signing date of the settlement agreements. Upon securing
the necessary permits, TEPL and KGGD will work on the iron sand
operation on a 50/50 profit sharing basis exclusively for a year,
the extension of which shall depend on the performance of KGGD
during the year.
As the disposal of iron sand processing plant will result in a
fundamental change of business under Rule 15 of AIM rules, upon of
the signing of the settlement agreements and completion of the
disposal, the Company will turn into a cash shell and it will have
12 months to complete a reverse takeover transaction before it will
be cancelled from the AIM listing. Based on the ongoing discussion
with the existing candidates, the Board is confident of completing
a reverse takeover within the 12-month period.
Financial and capital risk management
The Group has instigated certain financial and capital risk
management policies and procedures which are set out in note 3 to
the financial statements.
Key performance indicators
GBP'000
Revenue -
Operating profit/ (loss) (2,254)
Net cash inflow/ (outflow) (2)
Management assesses the cash position on a regular basis by
comparison against the cash flow forecasts. The Group does not at
present use non-financial key performance indicators.
Employee involvement
The Group places considerable value on the involvement of the
employees and has continued to keep them informed on matters
affecting the Group. This is achieved through formal and informal
meetings.
Environmental Matters
The Group's reclamation sand business in the Philippines plays
an important role in alleviating flooding problems in the area
around the river bank during the monsoon season every year.
Composition of Board
The Board comprises 5 male directors on 31 March 2016. Since
Christopher Morgan resigned as a Non-Executive Director of the
Company on 16 August 2016, the board is left with 4 male
directors.
The Strategic Report was approved by the Board on 2 September
2016 and signed on its behalf by:
Chan Fook Meng
CEO
2 September 2016
GROUP DIRECTORS' REPORT
FOR THE YEARED 31 MARCH 2016
The Directors present their report with the financial statements
of the Company and the Group for the year ended 31 March 2016.
Principal activities
The principal activity of the Group in the period under review
was that of investing in companies that are involved in mining and
trading of reclamation and iron sand.
Results and dividends
The consolidated loss for the year is GBP2,219,000 on routine
activities (2015: profit of GBP34,000), which have been allocated
against reserves. No dividends have been distributed for the year
ended 31 March 2016.
Strategic Report
In accordance with section 414C(11) of the Companies Act 2006
the Company choose to report the review of the business, the future
outlook and the risks and uncertainties faced by the Group in the
Strategic Report on page 5.
Directors
The Directors during the year under review were:
Chan Fook Meng
Christopher Morgan (resigned on 16 August 2016)
Adrian Corr (resigned on 21 April 2015)
Michael Roberts (appointed on 21 April 2015)
Tan Bien Kiat (appointed on 21 March 2016)
Loo Lai Fatt (appointed on 21 March 2016)
All the Directors who are eligible offer themselves for
re-election at the forthcoming annual general meeting.
The beneficial interests of the Directors holding office as at
31 March 2016 in the ordinary shares of the Company, according to
the register of Directors' interests, were as follows:
Chan Fook Meng
Ordinary shares of
0.001p 0.001p
31 March 31 March
2016 2015
Chan Fook Meng 75,188* 75,188*
*includes 64,600 shares held by Jersey Hills Holdings Ltd, a
company controlled by Chan Fook Meng, but excludes shares that are
held by the nominees of the CVA, Tricor Nominees Ltd that are to be
distributed to Chan Fook Meng and Jersey Hills Holdings Ltd.
900,000,000* options were granted under an unapproved
scheme issued on 27 January 2012, 50 per cent.
exercisable after 25 January 2013 and 50% exercisable
after 25 January 2014 at 0.0425p*per share any
time up to 31 December 2017:
Number
Chan Fook
Meng 600,000,000*
*After a consolidation of shares during the Company Voluntary
Arrangement in January 2013, Chan Fook Meng's options in
600,000,000 ordinary shares was reduced to 60,000 options with a
strike price of GBP4.25.
On 10 June 2013, Sea Rock Holdings Ltd (Sea Rock"), a company
wholly owned and controlled by Chan Fook Meng, acquired 5,000,000
warrants exercisable into 5,000,000 shares in the Company.
On 23 December 2013, Sea Rock acquired a further 50,000,000
warrants exercisable into 50,000,000 shares in the Company.
On 17 September 2013, Nova Resources Limited ("Nova"), a company
in which Chan Fook Meng is a shareholder, acquired 9,000,000
warrants exercisable into 9,000,000 shares in the Company. On 27
February 2014, Nova acquired a further 34,000,000 warrants
exercisable into 34,000,000 shares in the Company.
Christopher Morgan
Christopher Morgan through Upside Management (UK) Limited, a
company controlled by him, holds 2,472,258 ordinary shares and
15,000,000 warrants which are exercisable into 15,000,000 shares in
the Company.
Christopher Morgan is also a Non-Executive Director of Nova, a
company which owns 43,000,000 warrants exercisable into 43,000,000
shares in the Company.
Michael Roberts
Michael Roberts through General & Financial Management
Limited, a company controlled by him, holds 1,064,516 ordinary
shares of the Company. These shares were issued to him in lieu of
his director's fees for April and May 2015.
Tan Bien Kiat
Tan Bien Kiat, through Ellwood International Limited
("Ellwood"), a company controlled by him, holds 55,591,119 ordinary
shares of the Company. Ellwood also owns 192,589,472 warrants
exercisable into 192,589,472 ordinary shares of the Company. These
shares and warrants were issued to Ellwood for the working capital
facility provided by Ellwood to the Company during the financial
year, and in lieu of the consultancy fees payable to Ellwood for
the months of April to August 2015.
Substantial shareholders
As at 26 August 2016, the Company had been notified of the
following beneficial interests in three per cent or more of the
issued share capital:
Ordinary Shares of 0.001p
Percentage
Number of ordinary of existing
shares issued share
capital
Beaufort Nominees Limited 62,430,522 33.63%
BBHISL Nominees Limited 55,591,119 29.95%
Mrs Barbel Abela 9,889,038 5.33%
TCJ Investments Ltd 9,889,038 5.33%
Tricor Nominees Ltd 6,205,928 3.34%
Directors' remuneration
Remuneration and fees for the Directors for the year are
summarised as follows:-
Share
Fees Salary Options Total
GBP GBP GBP GBP
Chan Fook Meng 59,400 - - 59,400
Christopher
Morgan 39,600 - - 39,600
Adrian Corr - - - -
Michael Roberts 39,600 - - 39,600
Tan Bien Kiat 1,171 - - 1,171
Loo Lai Fatt 1,171 - - 1,171
------------ ------------ ------------ ------------
Totals 140,942 - - 140,942
Publication of accounts on company 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' responsibility also extends to the
financial statements contained therein.
Indemnity of officers
The Group may purchase and maintain, for any Director or
officer, insurance against any liability and the Group does
maintain appropriate insurance cover against legal action brought
against its Directors and officers.
Group's policy on payment of creditors
It is the Group'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 Group has secured working capital facilities from both
Ellwood International Limited and Reed Works Limited and
restructured its investments.
After making appropriate enquiries and having regard to the
current status of the foregoing efforts, the Directors consider
that the Group has a reasonable chance of having adequate resources
to continue in operational existence for the foreseeable future.
For this reason, they continue to adopt the going concern basis in
preparing the financial statements. This is reflected in note 2.1
to the financial statements.
Events after the reporting period
The post balance sheet disclosures required by IAS10 Events
after the Reporting Period are disclosed in Note 23.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Strategic
Report, Directors' Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have, as required by the AIM Rules of the London Stock Exchange,
elected to prepare the Group and the Company's financial statements
in accordance with International Financial Reporting Standards as
adopted for use in the European Union. Under company law the
Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of
affairs of the Company and Group and of the profit or loss of the
Group 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;
-- state whether the Group and Company financial statements have
been prepared in accordance with IFRSs as adopted by the European
Union subject to any material departures disclosed and explained in
the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company and the
Group will continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company's
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and Group and enable them to
ensure that the financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the assets of the
Company and of the Group and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of any corporate and financial information included on the
Company's website.
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the Directors are aware, there is no relevant audit
information (as defined by Section 418 of the Companies Act 2006)
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
A resolution to reappoint Jeffreys Henry LLP as auditors of the
Company will be put to shareholders at the forthcoming annual
general meeting.
On behalf of the Board,
Chan Fook Meng
CEO
2 September 2016
CORPORATE GOVERNANCE
FOR THE YEAR TO 31 MARCH 2016
The Directors acknowledge the importance of the principles set
out in The UK Corporate Governance Code ("Code") issued by the
Financial Reporting Council. Although the Code is not compulsory
for AIM companies, the Directors have applied the principles as far
as practicable and appropriate for a relatively small public
company as follows:
The Board of Directors
The Board is responsible for strategy and performance, approval
of major capital projects and the framework of internal controls.
To enable the Board to discharge its duties, all Directors receive
appropriate and timely information. All Directors have access to
the advice and services of the Company Secretary, who is
responsible for ensuring that Board procedures are followed and
that applicable rules and regulations are complied with. The
Chairman of the Board is Michael Roberts and Chan Fook Meng is the
Chief Executive Officer.
Audit committee and remuneration committee
The Audit Committee and the Remuneration Committee consists of
one Non-Executive Director, Christopher Morgan, and one Executive
Director, Chan Fook Meng. The Audit Committee receives and reviews
reports from management and the Company's auditors relating to the
annual and interim accounts and the accounting and internal control
systems of the Company. The Audit Committee has unrestricted access
to the Group's auditors.
The Remuneration Committee reviews the performance of the
Executive Directors, sets their remuneration, determines the
payment of bonuses to Executive Directors and considers the
allocation of share options to Directors and employees.
Overcoming geographic and time differences
The Board is conscious of the need to overcome the difficulties
that can arise from the time differences and geographic separations
that face Directors; both between and within regions.
It is not practical or cost-efficient for the entire Board to
meet face-to-face at every Board meeting, so where one or more
Director is unable to be physically present, telephone conference
calls will be organized for Directors to discuss important matters
in a timely manner.
During the course of the year, there were 11 meetings of the
Board and all Directors were present at all meetings, mostly in the
form of telephone conference calls. The Company's Chairman attended
all of the 11 meetings.
Internal financial control
The Board is responsible for establishing and maintaining the
Group's system of internal financial control and places importance
on maintaining a strong corporate governance. The key procedures
which the Directors have established with a view to providing
effective internal financial control are as follows:
-- The Group's organisational structure has clear lines of responsibility.
-- The Board is responsible for identifying the major business risks faced by the Company and for determining the appropriate courses of action to manage those risks.
-- The Board is regularly involved in the Board meetings of its
subsidiaries and with structuring the operational reporting
requirements.
The Directors recognise, however, that such a system of internal
financial control can provide only reasonable, not absolute,
assurance against material misstatement or loss. The Directors have
reviewed the effectiveness of the system of internal financial
control that will be operated by the Group.
Non-Executive Directors
It is not thought that the Company is large enough to warrant
the formal appointment of a senior Non-Executive Director. Instead,
a couple of active Non-Executive Directors are regularly consulted
by the Chairman and encouraged to provide feedback during the Board
meetings. In addition, the Non-Executive Directors also have been
maintaining regular dialogues with major shareholders and have kept
the Board up to date with shareholders' views.
No formal mechanism exists for appraising the effectiveness of
the Board as a whole or of the Chairman alone. The Remuneration
Committee has not recommended that such a process is
implemented.
In addition to the Board meetings, there are also frequent but
less-formal telephone and email exchanges among Directors. On these
occasions there may be discussion of monthly management accounts or
any other topic a Director may wish to raise. These meetings are
chaired by the Company's Chairman.
By these means, the Non-Executive Directors believe that their
roles are being discharged effectively.
Service contracts
The Directors have service contracts and letters of appointment,
which require not less than 3 months' notice of termination.
Model code
The Company has adopted and will operate a share dealing code
for Directors and senior executives on the same terms as the
Financial Conduct Authority's Model Code and in order to comply
with rule 21 of the AIM Rules for Companies.
Audit Committee Report
The Audit Committee meet formally twice during the year with the
Company's auditor at appropriate times during the reporting and
audit cycle, and otherwise as required. The Audit Committee
assessed the effectiveness of the external audit process by
performing the following duties during the year:
i Monitor the integrity of the financial statements, including
the annual and interim reports; review the consistency of
accounting policies; review whether the Company has followed
appropriate accounting standards and made appropriate estimates and
judgements; review the methods used to account for significant or
unusual transactions; review the clarity of disclosure in the
Company's financial reports; and review all material information
presented with the financial statements.
ii Review the effectiveness of the Company's internal controls
and risk management systems, and to review and approve the
statements included in the annual report concerning these.
iii Review the Company's arrangements for its employees to raise
concerns about possible wrongdoing and ensure that these
arrangements allow proportionate and independent investigation; and
to review the Company's procedures for detecting and preventing
bribery and fraud.
iv Consider and make recommendations in relation to the
appointment, re-appointment and removal of the Company's external
auditor; oversee the relationship with the external auditor;
maintain contact with the external auditor; review and approve the
annual audit plan; review the findings of the audit with the
external auditor; and review the effectiveness of the audit.
v Identify the risks that the Company may be exposed to and
recommend to the Board how these may be avoided, mitigated or
insured against, or some combination of these.
Going concern
The Company has secured working capital facilities from Ellwood
International Limited and Reed Works Limited and restructured its
investments.
After making appropriate enquiries and having regard to the
current status of the foregoing efforts, the directors consider
that the Group has a reasonable chance of having adequate resources
to continue in operational existence until a reverse takeover
transaction with a viable new business is completed, upon which
further funding will be raised to support the business expansion
and working capital requirements. For this reason, they continue to
adopt the going concern basis in preparing the financial
statements. This is reflected in note 2.1 to the financial
statements.
Relations with shareholders
Communications with shareholders are given high priority. The
Board uses the Annual General Meeting to communicate with investors
and welcomes their participation. The Chairman aims to ensure that
the Directors are available at Annual General Meetings to answer
questions.
Statement by Directors on Compliance with the Provisions of the
UK Corporate Governance Code
The Board consider that they have complied with the provisions
of the Code, as far as practicable and appropriate for a public
company of this size.
On behalf of the Board,
Chan Fook Meng
CEO
2 September 2016
REPORT OF THE INDEPENT AUDITORS
TO THE SHAREHOLDERS OF TRICOR PLC
We have audited the consolidated financial statements of Tricor
Plc for the year ended 31 March 2016, which comprise the
consolidated statement of comprehensive income, consolidated
statement of changes in equity, consolidated statement of financial
position, company statement of financial position, company
statement of changes in equity, consolidated statement of cash
flows, company statement of cash flows and the related notes. The
financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union and as regards
the company financial statements, as applied in accordance with the
provisions of the Companies Act 2006.
This report is made solely to the company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
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 and 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 10, 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
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 Group and parent 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 read all financial and non-financial
information in the Chairman's Statement, Strategic 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 material
misstatements of inconsistencies, we consider the implication for
our report.
Opinion on financial statements
In our opinion:
-- the financial statements give a true and fair view, of the
state of the Group's and of the parent company's affairs as at 31
March 2016, of the Group's loss and the Group's and parent
company's cash flows for the year then ended;
-- the Group financial statements have been properly prepared in
accordance with IFRSs as adopted by the European Union;
-- the parent company financial statements have been properly
prepared in accordance with IFRSs as adopted by the European Union
and as applied in accordance with the provisions of the Companies
Act 2006; and
-- the financial statements have been properly prepared in
accordance with the requirements of the Companies Act 2006.
Emphasis of matter - going concern
In forming our opinion, which is not qualified, we have
considered the adequacy of the disclosure made in the accounting
policies on the financial statements concerning the Group's ability
to continue as a going concern. The Group incurred a net loss of
GBP2,219,000 for the year ended 31 March 2016 and, at that date,
the Group's net liabilities of GBP3,922,000. These conditions,
together with other matters explained in note 2.1 to the financial
statements, indicate the existence of a material uncertainty which
may cast significant doubt about the Company's ability to continue
as a going concern. The financial statements do not include the
adjustments that would result if the Group was unable to continue
as a going concern.
Opinion on other matters prescribed by the Companies Act
2006
In our opinion the information given in the Directors' Report
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 Companies Act 2006 requires us to report to you if, in
our opinion:
- adequate accounting records have not been kept
by the parent company, or returns adequate for
audit have not been received from branches not
visited by us; or
- the parent 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, BA, FCA
SENIOR STATUTORY AUDITOR
For and on behalf of Jeffreys Henry LLP, Statutory auditors
Finsgate
5-7 Cranwood Street
London
EC1V 9EE
United Kingdom
2 September 2016
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 31 MARCH 2016
2016 2015
Notes GBP'000 GBP'000
Continuing operations
Sales 5 - 1,622
Cost of sales (77) (1,597)
------------ ------------
Gross profit (77) 25
Write-off of other receivables 13 (905) -
Impairment loss on property,
plant and equipment 11 (506)
Administrative expenses (766) (1,791)
------------ ------------
Operating loss 7 (2,254) (1,766)
Other income 7 35 1,800
------------ ------------
(Loss)/Profit before
tax for the year (2,219) 34
Income tax charge 8 - -
------------ ------------
(Loss)/Profit for the
year (2,219) 34
------------ ------------
Other comprehensive income
Items that may be reclassified
subsequently to profit
or loss:
Foreign currency translation
differences (138) (251)
------------ ------------
Other comprehensive income,
net of tax (138) (251)
------------ ------------
Total comprehensive income
for the year (2,357) (217)
(Loss)/Profit attributable
to:
Owners of the parent 18 (2,222) 301
Non-controlling interests 27 3 (267)
------------ ------------
(Loss)/Profit for the
year (2,219) 34
Total comprehensive income
attributable to:
Owners of the parent (2,327) 71
Non-controlling interests (30) (288)
------------ ------------
Total comprehensive income
for the year (2,357) (217)
Profit/ (Loss) per share
From continuing operations:
- Basic earnings per
share 10 (1.3p) 2.3p
* Diluted earnings per share 10 (1.3p) 0.7p
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2016
2016 2015
Notes GBP'000 GBP'000
Assets
Non-current assets
Property, Plant & Equipment 11 - 724
Current assets
Trade and other receivables 13 111 1,012
Cash and cash equivalents 14 1 3
------------ ------------
112 1,015
Liabilities
Current liabilities
Trade and other payables 15 (2,541) (2,109)
Financial liabilities
- borrowings 16 (81) (102)
------------ ------------
Net current liabilities (2,510) (1,196)
------------ ------------
Non-current liabilities
Financial liabilities
- borrowings 16 (1,412) (1,334)
------------ ------------
NET LIABILITIES (3,922) (1,806)
Capital and reserves
Share capital 17 3,720 3,719
Share premium 18 55,683 55,443
Share based payment
reserve 18 140 140
Other reserves 18 78 183
Retained losses 18 (63,388) (61,166)
------------ ------------
Equity attributable
to owners of the parent (3,767) (1,681)
Non-controlling interests 27 (155) (125)
------------ ------------
TOTAL DEFICIT (3,922) (1,806)
The financial statements were approved and authorised for issue
by the Board of Directors on 2 September 2016 and were signed on
its behalf by:
Chan Fook Meng
CEO
Company Registration No.: 02709891
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 31 MARCH 2016
Share Attributable
based to owners Non-controlling
Share Share payments Other Retained of the interests
capital premium reserve reserves losses parent GBP'000 Total
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 April
2014 3,719 55,443 140 413 (61,467) (1,752) 163 (1,589)
Profit/(Loss)
for
the year - - - - 301 301 (267) 34
Other
comprehensive
income
- Foreign
exchange
differences - - - (230) - (230) (21) (251)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Total
comprehensive
income for
the year - - - (230) 301 71 (288) (217)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
As at 31 March
2015 3,719 55,443 140 183 (61,166) (1,681) (125) (1,806)
Issue of
shares 17 1 240 - - - 241 - 241
(Loss)/Profit
for
the year - - - - (2,222) (2,222) 3 (2,219)
Other
comprehensive
income
- Foreign
exchange
differences - - - (105) - (105) (33) (138)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
Total
comprehensive
income for
the year - - - (105) (2,222) (2,327) (30) (2,357)
------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
As at 31 March
2016 3,720 55,683 140 78 (63,388) (3,767) (155) (3,922)
Share capital (deferred and ordinary) 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.
Other reserves represent a merger reserve, the equity portion of
non-interest bearing loans and foreign exchange differences arising
on the translation of subsidiaries.
Share based payment reserve is described in detail in Note 20 to
the accounts.
Retained loss represents the cumulative losses of the Group
attributable to owners of the Company.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2016
Notes 2016 2015
Assets GBP'000 GBP'000
Non-current assets
Investments 12 157 314
Current assets
Trade and other receivables 13 7 908
Cash and cash equivalents 14 1 1
------------ ------------
8 909
Liabilities
Current liabilities
Trade and other payables 15 (740) (464)
Financial liabilities-
borrowings 16 (81) (102)
------------ ------------
Net current assets (813) 343
------------ ------------
Non-current liabilities
Financial liabilities-
borrowings 16 (18) -
------------ ------------
NET (LIABILITIES)/ASSETS (674) 657
Equity attributable
to owners of the parent
Share capital 17 3,720 3,719
Share premium 18 55,683 55,443
Merger reserve 18 324 324
Share based payment
reserve 18 140 140
Retained losses 18 (60,541) (58,969)
------------ ------------
TOTAL EQUITY (674) 657
The financial statements were approved and authorised for issue
by the Board of Directors on 2 September 2016 and were signed on
its behalf by:
Chan Fook Meng
CEO
2 September 2016
Company Registration No.: 02709891
COMPANY STATEMENT OF CHANGES IN EQUITY
AS AT 31 MARCH 2016
Share
based
Share Share payments Other Retained Total
Notes capital premium reserve reserves losses Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 31 March
2014 3,719 55,443 140 324 (58,739) 887
Total
comprehensive
income - - - - (230) (230)
------------ ------------ ------------ ------------ ------------ ------------
As at 31 March
2015 3,719 55,443 140 324 (58,969) 657
Issue of shares 17 1 240 - - - 241
Total
comprehensive
income - - - - (1,572) (1,572)
------------ ------------ ------------ ------------ ------------ ------------
As at 31 March
2016 3,720 55,683 140 324 (60,541) (674)
Share capital (deferred and ordinary) 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.
Other reserves represent a merger reserve and the equity portion
of non-interest bearing loans.
Share based payment reserve is described in detail in Note 20 to
the accounts.
Retained loss represents the cumulative losses of the Company
attributable to owners of the Company.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 MARCH 2016
Notes 2016 2015
GBP'000 GBP'000
Cash flows from operating
activities
Cash (utilised in)/generated
from operations 19 (237) 4
------------ ------------
Net cash (outflow)/inflow
from operations (237) 4
------------ ------------
Cash flows from financing
activities
Repayment of borrowings (21) -
Proceeds from borrowings 8 -
Issue of convertible loan 10 -
notes
Issue of ordinary shares 241 -
------------ ------------
Net cash inflow from financing 238 -
activities
------------ ------------
Increase in cash and cash
equivalents 1 4
Effects of currency translation
on cash and cash equivalents (3) (7)
Cash and cash equivalents
at beginning of year 3 6
------------ ------------
Cash and cash equivalents
at end of year 14 1 3
Cash flows from operating
activities
Cash utilised in operations 19 (238) -
------------ ------------
Net cash outflow from operating (238) -
activities
------------ ------------
Cash flows from financing
activities
Repayment of borrowings (21) -
Proceeds from borrowings 8
Issue of convertible loan 10 -
notes
Issue of ordinary shares 241 -
------------ ------------
Net cash inflow from financing 238 -
activities
------------ ------------
Decrease in cash and cash - -
equivalents
Cash and cash equivalents
at beginning of year 1 1
------------ ------------
Cash and cash equivalents
at end of year 14 1 1
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 MARCH 2016
1. GENERAL INFORMATION
Tricor PLC (the "Company") is a company incorporated in England
and Wales and quoted on AIM market of the London Stock Exchange.
The address of the registered office is Finsgate, 5-7 Cranwood
Street, London EC1V 9EE. The principal activity of the Group in the
period under review was pursuit of investments in line with the
Company Investing Policy.
2. ACCOUNTING POLICIES
2.1 Going concern
The financial statements have been prepared on the assumption
that the Group is a going concern. When assessing the foreseeable
future, the Directors have looked at a period of 12 months from the
date of approval of this report.
Were the Company unable to continue as a going concern,
adjustments would have to be made to the statement of financial
position of the Group to reduce the value of assets their
recoverable amounts, to provide for future liabilities that might
arise and to reclassify non-current assets and long-term
liabilities as current assets and liabilities.
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Business Review on page 5. In addition note 3 to
the financial statements includes the Group's objectives, policies
and processes for managing its capital; its financial risk
management objectives; and its exposures to credit risk and
liquidity risk.
On the basis of the cash balance held on the date of the report
and the planned activities in the next 12 months and after making
enquiries, the Directors have a reasonable expectation that the
Company and Group will have adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they
continue to adopt the going concern basis in preparing the annual
report and financial statements.
2.2 Basis of preparation
These consolidated financial statements are prepared under
applicable law and International Financial Reporting Standards
(IFRS's) as adopted by the European Union and as regards the
Company financial statements, as applied in accordance with
provisions of the Companies Act 2006.
There are no IFRS, IFRIC interpretations or amendments that have
been issued and effective for the first time in this financial
period that have had a material impact on the Group.
There are no IFRS or IFRIC interpretations and amendments that
are not yet effective that would be expected to have a material
impact on the Group.
The loss for the Company for the year is disclosed in note 9.
The Group has taken advantage of the provisions of the Companies
Act 2006 not to prepare a separate income statement.
2.3 Consolidation
Subsidiaries are all entities over which Tricor Plc has the
power to govern the financial and operating policies generally
accompanying a shareholding of more than one half of the voting
rights. The existence and effect of potential voting rights that
are currently exercisable or convertible are considered when
assessing whether the group controls another entity. Subsidiaries
are fully consolidated from the date on which control is
transferred to Tricor Plc. They are de-consolidated from the date
that control ceases.
The purchase method of accounting is used to account for the
acquisition of subsidiaries by the Group. The cost of an
acquisition is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at
the date of exchange, plus costs directly attributable to the
acquisition. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are
measured initially at their fair values at the acquisition date,
irrespective of the extent of any minority interest. The excess of
the cost of acquisition over the fair value of the Group's share of
the identifiable net assets acquired is recorded as goodwill. If
the cost of acquisition is less than the fair value of the net
assets of the subsidiary acquired, the difference is recognised
directly in the income statement.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised
losses are also eliminated but considered an impairment indicator
of the asset transferred. Accounting policies of subsidiaries have
been changed or adjusted upon consolidation where necessary to
ensure consistency with the policies adopted by the Group.
2.4 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 grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units). Non-financial
assets other than goodwill that suffered impairment are reviewed
for possible reversal of the impairment at each reporting date.
2.5 Investments
Investment is carried at cost less provision for diminution in
value. The carrying value is calculated based on the fair value and
expected recoverability of the investments.
2.6 Property, Plant and Equipment
Property, plant and equipment are stated at historical cost less
depreciation. Historical cost includes expenditure that is directly
attributable to the acquisition of the items.
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 group and the cost of the item can be measured
reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income
statement during the financial year in which they are incurred.
Depreciation is provided at rates calculated to write off the cost
less estimated residual value of each asset over its estimated
useful life using straight line method.
The asset's residual values and useful economic lives are
reviewed, and adjusted if appropriate, at each balance sheet date.
An asset's carrying amount is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable value.
Gains and losses on disposals are determined by comparing the
proceeds with the carrying amount and are recognised within other
losses or gains in the income statement. When revalued assets are
sold, the amounts included in other reserves are transferred to
retained earnings.
2.7 Revenue recognition
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured, regardless of when the payment is made. Revenue
is measured at the fair value of the consideration received or
receivable, excluding discounts, rebates and sales taxes or duty.
The Group assesses its revenue arrangements to determine if it is
acting as principal or agent. The Group has concluded that it is
acting as a principal in all of its revenue arrangements. The
following specific recognition criteria must also be met before
revenue is recognised:
Revenue from the sale of sand and iron sand is recognised upon
the transfer of significant risks and rewards of ownership, which
generally coincides with the time when the goods are delivered to
customers and title has passed.
2.8 Taxation
The tax expense represents the sum of the tax currently payable
and deferred tax. The tax currently payable is based on the taxable
profit for the year. Taxable profit differed from net profit as
reported in the income statement because it excludes items of
income or expense that are taxable or deductible in other years and
it further excludes items that are never taxable or deductible. The
entity's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted by the balance
sheet date.
2.9 Deferred tax
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.
However, the 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 neither accounting nor taxable profit nor loss. Deferred
tax is determined using tax rates (and laws) that have been enacted
or substantively enacted by the balance sheet date and are expected
to apply when the related deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which
the temporary differences can be utilised.
2.10 Leases
Assets held under finance leases are initially recognised as
assets of the Group at their fair value at the inception of the
lease or, if lower, at the present value of the minimum lease
payments. The corresponding liability to the lessor is included in
the statement of financial position as a finance lease obligation.
Lease payments are treated as reduction of the lease obligation on
the remaining balance of the liability. Finance expenses are
recognised immediately in profit or loss, unless they are directly
attributable to qualifying assets, in which case they are
capitalised in accordance with the Group's general policy on
borrowing costs (see below). Contingent rentals are recognised as
expenses in the periods in which they are incurred.
Rental leases in which a significant portion of the risks and
rewards of ownership are retained by the lessor are classified as
operating leases. Payments made under operating leases (net of any
incentives received from the lessor) are charged to the income
statement.
2.11 Segment reporting
Operating segments are identified on the basis of internal
reports about components of the Company that are regularly reviewed
by the chief operating decision maker in order to allocate
resources to the segments and to assess their performance.
2.12 Financial instruments
Non-derivative financial instruments comprise trade and other
receivables, cash and cash equivalents, loans and borrowings and
trade and other payables. A financial instrument is recognised if
the Group becomes a party to the contractual provisions of the
instrument. Financial assets are derecognised if the Group's
contractual rights to the cash flows from the financial assets
expire or if the Group transfers the financial asset to another
party without retaining control or transfers substantially all the
risks and rewards of the asset. Regular way purchases and sales of
financial assets are accounted for at trade date, which is the date
the Group commits itself to purchase or sell the asset. Financial
liabilities are derecognised if the Group's obligations specified
in the contract expire or are discharged or cancelled.
Cash and cash equivalents comprise cash and bank balances.
Loans and receivables
Loans and receivables are financial assets with fixed or
determinable payments that are not directly quoted in an active
market. Such assets are recognised initially at fair value plus any
directly attributable transaction costs. Subsequent to initial
recognition, loans and receivables are measured at amortised cost
using the effective interest method, less any accumulated
impairment losses
Impairment of financial assets
A financial asset is assessed at each reporting date to
determine whether there is any objective evidence that it is
impaired. A financial asset is considered to be impaired if
objective evidence indicates that one or more events have had a
negative effect on the estimated future cash flows of that
asset.
An impairment loss in respect of a financial asset measured at
amortised cost is calculated as the difference between its carrying
amount and the present value of the estimated future cash flows
discounted at the original effective interest rate. All impairment
losses are recognised in profit or loss. Impairment losses in
respect of financial assets measured at amortised cost are reversed
if the subsequent increase in fair value can be related objectively
to an event occurring after the impairment loss was recognised.
Financial liabilities
Financial liabilities are recognised initially at fair value
less any directly attributable transaction costs and subsequently,
carried at amortised cost using the effective interest method.
Offsetting financial instruments
Financial assets and liabilities are offset and the net amount
reported in the balance sheet when there is a legally enforceable
right to offset and there is an intention to settle on a net basis
or realise the asset and settle the liability simultaneously.
2.13 Fair values
The carrying amounts of the financial assets and liabilities
such as cash and cash equivalents, receivables and payables of the
Group at the balance sheet date approximated their fair values, due
to the relatively short term nature of these financial
instruments.
The carrying amounts of the financial assets and liabilities
such as cash and cash equivalents, receivables and payables of the
Group at the balance sheet date approximated their fair values, due
to the relatively short term nature of these financial
instruments.
2.14 Share-based compensation
The fair value of the employee's, Directors' and suppliers'
services received in exchange for the grant of the options and
warrants are recognised as an expense. The total amount to be
expensed over the vesting year is 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.
The proceeds received net of any directly attributable
transaction costs are credited to share capital (nominal value) and
share premium when the options and warrants are exercised.
2.15 Share capital
Ordinary and deferred shares are classified as equity. Other
types of equity instruments are those as described in 2.12.
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.
2.16 Functional currency translation
i) Functional and presentation currency
The financial statements are presented in pounds sterling (GBP),
which is both the Group's presentation and functional currency.
ii) Transactions and balances
Foreign currency transactions are translated into the
presentational 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.
2.17 Critical accounting estimates and judgements
The preparation of consolidated financial statements requires
the Group to make estimates and assumptions that affect the
application of policies and reported amounts. Estimates and
judgements 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.
Actual results may differ from these estimates. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amount of assets and liabilities are
discussed below:
(a) Impairment of property, plant and equipment
Property, plant and equipment are reviewed for impairment if
events or changes in circumstances indicate that the carrying
amount may not be recoverable. When a review for impairment is
conducted, the recoverable amount is determined based on value in
use calculations prepared on the basis of management's assumptions
and estimates.
2.17 Critical accounting estimates and judgements (continued...)
(b) 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.
3. FINANCIAL RISK MANAGEMENT
General objectives, policies and processes
The Board has overall responsibility for the determination of
the Group and Company's risk management objectives and policies
and, whilst retaining ultimate responsibility for them, it has
delegated the authority for designing and operating processes that
ensure the effective implementation of the objectives and policies
to the Group's finance function. The Board receives regular reports
from the Group Chief Financial Officer through which it reviews the
effectiveness of the processes put in place and the appropriateness
of the objectives and policies it sets.
The Group is exposed through its operations to the following
financial risks:
-- Liquidity risk;
-- Credit risk;
-- Interest rate risk; and
-- Market risk.
The overall objective of the Board is to set policies that seek
to reduce risk as far as possible without unduly affecting the
Group and Company's competitiveness and flexibility. There have
been no substantive changes in the Group's and Company's exposure
to financial instrument risks, their objectives, policies and
processes for managing those risks or the methods used to measure
them from previous periods unless otherwise stated in this note.
Further details regarding these policies are set out below:
Principal financial instruments
The principal financial instruments used by the Group and
Company, from which financial instrument risk arises are as
follows:
-- Trade and other receivables;
-- Cash and cash equivalents;
-- Trade and other payables;
-- Borrowings; and
-- Non-interest bearing loans.
Liquidity risk
The Group's and Company's policy is to ensure that it will
always have sufficient cash to allow it to meet its liabilities
when they become due. To achieve this aim, they seek to secure
sufficient working capital facilities upfront. The Group is
currently mainly funded by the working capital facilities provided
by Ellwood International Limited and Reed Works Limited.
Rolling cash forecasts identifying the liquidity requirements of
the Group and Company are produced frequently. These are reviewed
regularly by management and the Board to ensure that sufficient
financial headroom exists for at least a 12-month period.
Credit risk
The credit risk on liquid funds is limited because the
counterparties are banks with investment grade credit ratings
assigned by international credit rating agencies.
Interest rate risk
The Group does not have formal policies on interest rate risk.
However, the Group's exposure in this area (as at the balance sheet
date) was minimal.
The Group's unsecured convertible loan notes in issue total
GBP59,200 and do not carry any interest charge. There is a loan of
GBP32,000 secured on the quoted investments but carries no
interest.
Market risk
The market may not grow as rapidly as anticipated and the Group
may not be able to find an investment that is appropriate to its
needs. There is no certainty that the Group will be able to achieve
its projected levels of cash flows.
Capital risk management
The Group's objectives when managing capital are to safeguard
the Group'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.
In order to maintain or adjust capital structure, the Group may
adjust the amount of issuing new shares or sell assets to reduce
debt.
The Group monitors capital on the basis of the gearing ratio,
the ratio; is calculated as net debt divided by total capital. The
gearing ratio has improved from 384% to 104% in 2016. The gearing
ratios were as follows:
2016 2015
GBP'000 GBP'000
(Note
Total borrowings 16) 1,493 1,436
Less: cash and cash (Note
equivalents 14) (1) (3)
---------- ----------
Net debt 1,492 1,433
Total equity (3,922) (1,806)
---------- ----------
Total capital (2,430) (373)
Gearing ratio (61%) (384%)
4. Employees and directors
2016 2015
GBP'000 GBP'000
Wages, salaries 3 7
Social security costs - -
Fees 141 66
---------- ----------
144 73
The average monthly number of employees during the period was as
follows:
2016 2015
No. No.
Directors 3 4
Administration and trading staff - -
---------- ----------
3 4
Details of the Directors' emoluments: Fees Fees
2016 2015
GBP'000 GBP'000
Chan Fook Meng 59 30
Christopher
Morgan 40 36
Michael Roberts 40 -
Tan Bien Kiat 1 -
Loo Lai Fatt 1 -
-------------- --------------
141 66
For details of share options granted to Directors, please see
Note 20.
5. Revenue
Revenue, which is also the Group's turnover, represents the net
amount of goods provided during the year.
An analysis of the Group's revenue by nature is as follows:
2016 2015
GBP'000 GBP'000
Income from mining and quarrying
sand - 1,622
------------ ------------
- 1,622
6. Segment information
Management has determined the operating segments based on the
advice of Chief Executive Officer and used the segmental
information to make strategic decisions.
The Chief Executive Officer considers business from a
geographical perspective. The Group has two geographical segments,
namely United Kingdom (UK) and South East Asia (SE Asia), which are
also the Group's reportable operating segments.
The accounting policies of the reportable operating segments are
the same as the Group's accounting policies described in note 2.
Segment revenue represents the revenue generated by each operating
segment. Intersegment revenue represents revenue from mining and
quarrying sand.
Segment results represent the profit earned or loss incurred by
each operating segment without allocation of central administration
expenses (unallocated corporate expenses), interest income and
finance costs. This is the measure reported to the Chief Executive
Officer for the purposes of resource allocation and assessment of
segment performance.
For the purposes of monitoring segment performance and
allocating resources between segments:
- all assets are allocated to reportable segments other than deposit paid for acquisition of a subsidiary and unallocated corporate assets; and
- all liabilities are allocated to reportable segments other
than liability portion of convertible loan notes, loans from
ultimate holding company, share-based payment liability in relation
to acquisition of an exclusive right and unallocated corporate
liabilities.
The geographical location of the non-current assets is based on
the physical location of the assets, in the case of property, plant
and equipment, and the location of the operation to which they are
related, in the case of intangible asset and deposit paid for
acquisition of a subsidiary.
For the year ended 31
March 2016 UK SE Asia Total
GBP'000 GBP'000 GBP'000
Segment revenue and results
Reportable revenue - - -
---------------- ---------------- ----------------
Revenue from external - - -
customers
---------------- ---------------- ----------------
Reportable segment results
Listing expenses (58) - (58)
Impairment losses (905) (506) (1,411)
Unallocated corporate
income and expenses (451) (299) (750)
----------------
Profit before taxation (2,219)
For the year ended 31 March
2016 (continued) UK SE Asia Total
GBP'000 GBP'000 GBP'000
Segment assets and liabilities
Segment assets
Reportable segment assets 4 108 112
--------------
Consolidated total assets 112
Segment liabilities
Reportable segment liabilities 628 2,002 2630
Issued loan notes 10 1,394 1,404
--------------
Consolidated total liabilities 4,034
Other segment information
Depreciation of property,
plant and equipment - 217 217
Write-off of other receivables 905 - 905
Impairment loss on property,
plant and equipment - 506 506
For the year ended 31
March 2015 UK SE Asia Total
GBP'000 GBP'000 GBP'000
Segment revenue and results
Reportable revenue - 1,622 1,622
---------------- ---------------- ----------------
Revenue from external
customers - 1,622 1,622
---------------- ---------------- ----------------
Reportable segment results
Listing expenses (84) - (84)
Unallocated corporate
income and expenses (146) (1,358) (1,504)
----------------
Profit before taxation 34
For the year ended 31 March
2015 (continued) UK SE Asia Total
GBP'000 GBP'000 GBP'000
Segment assets and liabilities
Segment assets
Reportable segment assets 909 830 1,739
--------------
Consolidated total assets 1,739
Segment liabilities
Reportable segment liabilities 566 1,645 2,211
Issued loan notes - 1,334 1,334
--------------
Consolidated total liabilities 3,545
Other segment information
Depreciation of property,
plant and equipment - 202 202
Written off of assets - 793 793
Information about customers
For the year ended 31 March 2015, all sales from the South East
Asia segment were made to one external customer.
Non-current assets
The non-current assets as disclosed in the consolidated
statement of financial position were all located in South East
Asia.
Operating profit/ loss is
7. stated after charging/ (crediting) 2016 2015
GBP'000 GBP'000
Depreciation 217 202
Impairment loss on property,
plant and equipment 506 -
Write-off of other receivables 905 -
Audit and accountancy fees
(Group) 50 41
* Audit and accountancy fees (Company) 48 29
PLC listing fees (ongoing) 58 -
Leasing costs of plant and
machinery - 41
Foreign exchange differences (26) (6)
7. Operating profit/ loss is stated after charging
(continued...)
The analysis of administrative expenses in the consolidated
income statement by nature of expense is as follows:
2016 2015
GBP'000 GBP'000
Employee benefits costs 144 72
Travelling and entertaining 2 3
Legal and professional fees 139 353
Mining service expenses - 166
Other expenses 1,892 1,197
---------- ----------
2,177 1,791
8. Tax
As a result of the profit/(losses) incurred
in the year and losses brought forward no
tax charge has arisen.
2016 2015
GBP'000 GBP'000
Current tax charge - -
Factors affecting the tax charge
(Loss)/Profit on ordinary
activities before taxation (2,219) 34
(Loss)/Profit on ordinary
activities before tax multiplied
by
Standard rate of corporation
tax at 20% (2015 - 23%) (444) 8
Effect of losses/(profit)
extinguished or carried forward 444 (8)
---------- ----------
Current tax charge/(recovery) - -
2016 2015
GBP'000 GBP'000
Expenses not deductible in
determining taxable loss:
Depreciation and amortisation 44 47
Impairment loss on fixed
assets 101 -
Write-off of other receivables 181 -
Legal expenses 20
Other tax adjustments 98 (55)
---------- ----------
444 (8)
As at 31 March 2016, the Group carried forward
estimated tax losses of GBP6,182,944 (2015:
GBP5,692,789) and excess management expenses
of GBP3,046,035 (2015: GBP3,046,035). The
deferred tax assets on these estimated tax
losses at 20% (2015: 23%) would be GBP1,236,589
(2015: GBP1,309,341) but this has not been
recognised due to the uncertainty of its recovery.
9. Loss for the parent company
As permitted by section 408 of the Companies
Act 2006, the income statement of the Company
is not presented as part of these financial statements.
2016 2015
GBP'000 GBP'000
Loss for the year 1,572 230
10. Basic and diluted profit/(loss) per share
The basic profit per share is calculated by
dividing the loss of GBP2,222,000 (2015: GBP301,000
profit) attributable to ordinary shareholders
by the weighted average number of ordinary shares
outstanding during the period, which is 167,030,976
(2015: 128,970,152).
As the company made a loss in the year, the
options and warrants on the ordinary shares
are not dilutive.
11. Property, Plant
and Equipment Group
Land Jetty Machinery Plant Total
under
construc
-tion
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Cost
At 1 April 2014 - 300 678 684 1,662
Written off - - - (684) (684)
Foreign exchange
differences - 33 74 - 107
---------- ---------- -------------- -------------- ------------
At 31 March 2015 - 333 752 - 1,085
Foreign exchange
differences - 16 31 - 47
---------- ---------- -------------- -------------- ------------
At 31 March 2016 - 349 783 - 1,132
---------- ---------- -------------- -------------- ------------
Depreciation and impairment
losses
At 1 April 2014 - 65 65 - 130
Charge for the
period - 62 140 - 202
Foreign exchange
differences - 12 17 - 29
---------- ---------- -------------- -------------- ------------
At 31 March 2015 - 139 222 - 361
Charge for the
period - 67 150 - 217
Impairment loss
(see note below) - 128 378 - 506
Foreign exchange
differences - 15 33 - 48
---------- ---------- -------------- -------------- ------------
At 31 March 2016 - 349 783 - 1,132
---------- ---------- -------------- -------------- ------------
Carrying Value
At 31 March 2015 - 194 530 - 724
At 31 March 2016 - - - - -
The Directors have assessed that the Group's properties, plants
and equipment in its subsidiary, TEPL, in current financial year
under review, should be impaired fully as (a) there is an ongoing
uncertainty with regard to future revenues of TEPL, and (b) the
disposal values of these equipment in the event TEPL fails to
secure any sand contracts are uncertain.
12. Investments - Long Term Company
GBP'000
Cost
At 1 April 2014 414
Additions -
--------------
At 31 March 2015 414
Additions -
--------------
At 31 March 2016 414
--------------
Impairment
At 1 April 2014 100
Impairment in the year -
--------------
At 31 March 2015 100
Impairment in the year 157
--------------
At 31 March 2016 257
--------------
Carrying value
At 31 March 2015 314
--------------
At 31 March 2016 157
--------------
(a) The Company owns 50 million ordinary shares in S4T Limited
(previously S4T Plc) and having a cost of GBP100,000. A full
provision has been made of the S4T investment on the basis of the
dissolution of S4T Limited.
(b) On 26 May 2010, the Company incorporated a wholly owned
subsidiary, Tricor Environmental Private Limited ("TEPL"), a
company incorporated and registered in Singapore. The Group owns
100% of the shares and holds 100% of the voting rights of the
company. In March 2013, TEPL entered into two contracts to sell
sand in the Philippines. These sand contracts have expired on 14
March 2015. On 30 April 2013 TEPL issued shares for a total
consideration of GBP314,316 to the Company which were satisfied by
the capitalisation of an inter-company loan. An impairment of
GBP157,168 (2015: GBP Nil) was made on the investment of TEPL
during the year as (1) TEPL didn't generate any revenue in the
financial year ended 31 March 2016, (2) TEPL is in the midst of
bidding for a couple of sand contracts, but it remains uncertain
whether it can succeed in securing any of these sand contracts.
(c) On 27 September 2011, the Company formed a joint venture in
a carbon related new business, Tricor Supply Side Carbon Limited,
holding 50% of the issued shares, the other 50% being held by
Messrs L. van Kampen-Brooks and A. Rajpal, through their company
Green Fuel Tech Limited. Green Fuel Tech Limited assumed the
funding obligations of Tricor Supply Side Carbon Limited of
GBP84,000 in exchange for 420,000,000 new ordinary shares which
cost the Company GBP84,000. In March 2013, A. Rajpal sold his
entire interest in Green Fuel Tech Limited to Svelte.Com Limited, a
company controlled by Lawrence Van Kampen-Brooks.
During FY2014, the Group subscribed for new shares in Tricor
Minerals Private Limited and Tricor Resources Trading Private
Limited for a total consideration of SG$720 for each subsidiary,
which was equivalent to the fair value of their identifiable net
assets at acquisition as they were newly incorporated entities. The
remainder of the issued share capital was acquired by
non-controlling interests (Refer to Note 27).
13. Trade and other receivables Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Current:
Other receivables 3 914 3 908
Amount due from group - - 4 -
companies
Deposits 108 98 - -
------------ ------------ -------------- --------------
111 1,012 7 908
The Directors consider that the carrying amount of trade and
other receivables approximates their fair value.
14. Cash and cash equivalents
Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Bank accounts 1 3 1 1
15. Trade and other payables Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Current:
Trade payables 1,765 1,415 219 -
Other payables 215 192 - -
Accrued expenses 360 502 119 256
Amounts due to directors 201 - 201 -
Amounts due to group
companies - - 201 208
-------------- -------------- -------------- --------------
Aggregate amounts 2,541 2,109 740 464
16. Financial liabilities Group Company
- borrowings
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
Non-current
Unsecured loan 1,402 1,334 8 -
Convertible loan 10 - 10 -
-------------- -------------- -------------- --------------
Total non-current borrowings 1,412 1,334 18 -
Current
Secured loan 32 40 32 40
Unsecured loan 49 62 49 62
-------------- -------------- -------------- --------------
Total current borrowings 81 102 81 102
-------------- -------------- -------------- --------------
Total borrowings 1,493 1,436 99 102
Group Company
2016 2015 2016 2015
Loan maturity analysis
Less than one year 81 102 81 102
In more than one year
but not more than five
years 1,412 1,334 18 -
Wholly repayable within
five years 1,493 1,436 99 102
On 23 December 2015, the Company entered into a working capital
facility agreement with Reed Works Limited ("Reed Works"). Based on
the agreement, Reed Works could fund the Company up to a maximum of
GBP300,000 in the form of interest-free, unsecured convertible loan
notes ("CLN") based on the following terms:
(1) Reed Works or the Company has the right to convert the CLN
to ordinary shares at the conversion rate of 0.3p for each ordinary
share
(2) For each of the ordinary share issued to Reed Works upon
conversion of the CLN, Reed Works will be issued 4 warrants, which
are exercisable at any time until 31 December 2018 at 0.3p per
warrant.
On 15 January 2016, the Company drew down GBP10,000 of the
working capital facility provided by Reed Works and issued to Reed
Works GBP10,000 CLN which are convertible into 3,333,333 ordinary
shares at any time on or before 31 December 2018 at the conversion
rate of 0.3p for each ordinary share and upon conversion of the
GBP10,000 CLN, the Company will issue 13,333,332 warrants. These
warrants can be exercised at any time up until 31 December 2018 at
an exercise price of 0.3p per warrant.
Unsecured non-current loan relates to redeemable notes issued by
the Group. The loan is interest-free and repayable when the cash
flow of the Group's permits.
The fair value of current borrowings equates to their carrying
amount as the impact of discounting is not significant.
(a) On 20 February 2013, GBP480,000 of interest free loans were
raised by the Company. Of these loans outstanding as at the year
end, GBP32,000 (2015: GBP40,000) is secured by way of a charge over
the Company's quoted investments; the remaining GBP49,200 (2015:
GBP61,500) is unsecured. The Company paid 20% of the outstanding
loan as at 31 March 2015 after Ellwood International agreed to
provide the Company with a total of GBP200,000 working capital
facility. The remaining 80% will be repayable on 31 March 2017.
17. Share capital
The details of the paid up share capital are as follows:
2016 2015 2016 2015
No' 000 No' 000 GBP'000 GBP'000
Ordinary shares
of 0.001p each 185,626 128,970 2 1
Deferred shares
of 0.09p each 653,084 653,084 588 588
Deferred shares
of 4.9p each 48,084 48,084 2,356 2,356
Deferred shares
of 99.99p 774 774 774 774
-------------- --------------
3,720 3,719
All the above deferred shares will not entitle the holders to
receive notice of or attend and vote at any general meeting of the
Company or to receive a dividend or other distribution or to
participate in any return on capital on a winding up other than the
nominal amount paid on such shares following a substantial
distribution to holders of ordinary shares in the Company.
Share issued during the period were as follows:
Ordinary
shares
of 0.001p No'000
At 1 April
2015 128,970,152
Issue of
shares
of 0.001p 56,655,635
----------------
185,625,787
The aggregate consideration received for new
shares issued during the year was GBP241,000.
18. Reserves
Group Share
Share Other based Retained Total
premium reserves payment losses reserves
GBP'000 GBP'000 reserve GBP'000 GBP'000
GBP'000
As at 1 April
2014 55,443 413 140 (61,467) (5,471)
On translation
of subsidiaries - (230) - - (230)
Profit after
tax for the year - - - 301 301
------------ ------------ ------------ ------------ ------------
At 31 March 2015 55,443 183 140 (61,166) (5,400)
On issue of ordinary
shares 240 - - - 240
On translation
of subsidiaries - (105) - - (105)
Profit after
tax for the year - - - (2,222) (2,222)
------------ ------------ ------------ ------------ ------------
At 31 March 2016 55,683 78 140 (63,388) (7,487)
Company
As at 1 April
2014 55,443 324 140 (58,739) (2,832)
Losses after
tax for the
year - - - (230) (230)
------------ ------------ ------------ ------------ ------------
At 31 March
2015 55,443 324 140 (58,969) (3,062)
On issue of
ordinary
shares 240 - - - 240
Losses after
tax for the
year - - - (1,572) (1,572)
------------ ------------ ------------ ------------ ------------
At 31 March
2016 55,683 324 140 (60,541) (4,394)
19 Reconciliation of
loss before tax
to cash generated
from operations
Group Company
2016 2015 2016 2015
GBP'000 GBP'000 GBP'000 GBP'000
(Loss)/Profit before
tax (2,219) 34 (1,572) (230)
Depreciation charges 217 202 - -
Impairment loss on
property, plant &
equipment 506 793 - -
Impairment of investment - - 157 -
Write-off of other
receivables 905 - 905 -
Waiver of loans payable - (155) - -
---------- ---------- ---------- ----------
(591) 874 (510) (230)
(Increase) / decrease
in trade and other
receivables - 2,409 (4) -
Increase/ (decrease)
in trade and other
payables 354 (3,279) 276 230
---------- ---------- ---------- ----------
Cash generated from/
(utilised in) operations (237) 4 (238) -
20. Share-based payments
The details of the share options and warrants are as
follows:
Share options
2016 2015
No. of Weighted No. of Weighted
share average share average
options exercise options exercise
price price
(GBP) (GBP)
Balance as at
1 April 90,000 4.25 90,000 4.25
Lapsed during - - - -
the year
Issued during - - - -
the year
Balance as at
31 March 90,000 4.25 90,000 4.25
Exercisable
at 31 March 90,000 4.25 90,000 4.25
Warrants
No. of share Weighted
options average
exercise
price (GBP)
At 31 March 2013 468,100,000 0.005
Exercise of warrants
during the year (6,800,000) 0.005
--------------------
At 31 March 2014 461,300,000
Less: Expired options -
during the year
--------------------
At 31 March 2015 461,300,000
Add: Warrants granted
during the year 192,589,472 0.005
--------------------
At 31 March 2016 653,889,472
The fair values of the options granted and outstanding at 31
March 2016 have been calculated using the Black-Scholes model
assuming the inputs shown below:
Share price at grant date 0.0385p
Exercise price 0.0425p
Option life in years 6 years
Risk free rate 4.33%
Expected volatility - based
on historic trends 60%
Expected dividend yield 0%
------------
Fair value of option 0.01p
------------
Remaining contractual life
The remaining contractual life of the outstanding share options
granted to Eligible Employees and Contributors as at 31 March 2016
is 1.75 years (2015: 2.75 years).
The Group recognised total expenses of GBPNil (2015: GBPNil)
related to equity settled payments.
21. Financial commitments
Capital commitments
There was no capital expenditure that had been contracted for at
the balance sheet date but not yet incurred.
22. Related party transactions
Transactions with Directors
For the directors' fees paid and accrued during the current
financial year, please refer to the details of directors'
remuneration included in the Group Directors' report.
General & Financial Management Limited, a company owned and
controlled by Michael Roberts, received GBP6,600 worth of ordinary
shares in lieu of Michael Robert's director's fees for the months
of April and May 2015.
Parent Company's Transactions with Group Companies
A summary of the intercompany transactions between the Company
and Group Companies is as follows:
Net amount paid on Amount due (from)/
behalf by Tricor due to Tricor PLC
PLC during the year as at 31 March 2016
(GBP) (GBP)
TEPL 6,377 (201,442)
Sea Wind
Group 329 329
TM 3,564 3,564
TRT 459 459
Transactions with Other Related Entities
Upside Management (UK) Ltd, a company owned and controlled by
Christopher Morgan, paid GBP0 (2015: GBP16,680) on behalf of
Company related expenses during the year, and at 31 March 2016,
they were owed GBP13,344 (2015: GBP16,680) by the Company.
Ellwood International Limited, a company owned and controlled by
Tan Bien Kiat, received GBP50,000 worth of ordinary shares in lieu
of its consultancy fees for the months of April to August 2015.
Ellwood has a consultancy agreement entered into with the Company
on 6 May 2015 before Tan Bien Kiat was appointed as the
Non-Executive Director and prior to Ellwood being a substantial
shareholder of the Company. At 31 Mar 2016, Ellwood was owed
GBP70,000 of consultancy fees.
23. Events after the reporting period
Pending the approval by its shareholders, Tricor and its
subsidiaries, TEPL and TM, have reached an agreement in principle
with KGGD and Dunamis in relation to KGGD's legal threat to wind up
TMPL. As per the Chairman's Statement, TM will transfer the
ownership of the iron sand processing plant to KGGD in exchange for
KGGD and Dunamis' agreement to write off the entire amount owed to
them as of signing date of the settlement agreements (approximately
USD1.3 million or GBP900,000 as at 31 March 2016). Upon securing
the necessary permits, TEPL and KGGD will commence the iron sand
operation on a 50/50 profit sharing basis for a year, the extension
of which will be decided based on KGGD's performance during the
year.
The Company will turn into a cash shell post-disposal of the
iron sand processing plant. It has 12 months to complete a reverse
takeover transaction before the Company will be cancelled from the
listing. The directors of the Company are actively involved in
screening the reverse takeover candidates and are hopeful that a
reverse takeover transaction can be completed early next year.
Christopher Morgan resigned as the Non-Executive Director of the
Company on 16 August 2016 to pursue his other business
interests.
Tricor was informed by its solicitors that it was not successful
in its appeal in relation to the VAT input tax claims on 17 August
2016. Since then, the Directors of the Company have discussed with
its solicitors and requested that its solicitors seek an extension
of the initial deadline given by the Upper Tribunal, i.e. 2
September 2016, by a couple of weeks in order for the Board to
carefully consider whether the Company should seek permission to
lodge a further appeal on this judgement.
In view of the 12-month budget between September 2016 and August
2017, the Company's directors are in the midst of convincing Reed
Works to extend an additional working capital funding of GBP150,000
to ensure the Company has sufficient financial resources to
maintain the listed entity as well as its subsidiaries.
24. Contingent liability
As mentioned in the above, Tricor has lost the appeal against
HMRC and if it decides not to further appeal this judgement by the
Upper Tribunal, it has a prospective liability for the costs
incurred by Her Majesty's Revenue and Customs for the appeal and
HMRC has made an application to the Tribunal for an order for those
costs, which are presently unquantified, to be paid by the Company.
As such, the Company has made a provision of GBP100,000 for the
prospective legal costs.
25. Particulars of principal subsidiaries
As at 31 March 2016, the Company held the following
subsidiaries:
Place Attributable
of incorporation Issued equity Principal
Name of company and operation share interest Activities
capital
-------------------- ----------------- ----------- ------------ --------------------
Tricor Environmental Singapore SG$ 600,000 100% Mining and quarrying
Private Limited sand
Tricor Minerals Singapore SG$ 372,820 72% Extraction of iron
Private Limited sand
Tricor Resources Philippines SG$ 124,820 72% Trading of iron
Trading Private sand
Limited
Subsidiary held by Tricor Environmental Private Limited
Sea Wind Group British US$550 100% Dormant
Limited Virgin
Islands
The class of shares held for the above consists of ordinary
share capital. The Company directly holds the interest in the
subsidiaries.
26. Ultimate controlling party
In the opinion of the Directors, there is no controlling
party.
27. Non-controlling interests
2016 2015
GBP'000 GBP'000
Balance at beginning of year (125) 163
Share of profit/ (loss) for
the year 3 (267)
Foreign exchange differences (33) (21)
---------- ----------
Balance at end of year (155) (125)
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR SSWFEEFMSEFU
(END) Dow Jones Newswires
September 02, 2016 08:43 ET (12:43 GMT)
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