TIDMCHC
RNS Number : 3178A
Charles Street Capital PLC
31 January 2011
31 January 2011
Charles Street Capital plc
("Charles Street" or the "Company")
Unaudited Interim Results
For the six months ended 31 October 2010
Charles Street Capital plc, the AIM listed natural resources
investment company, announces its interim results for the six month
period ended 31 October 2010.
For further information on the Company visit
www.charlesstreetplc.com or contact:
Nicholas Lee Charles Street Capital Tel: 0203 006 0260
plc
Damian Conboy Charles Street Capital Tel: 0203 006 0260
plc
Nick Naylor Allenby Capital Limited Tel: 0203 328 5656
Alex Price Allenby Capital Limited Tel: 0203 328 5656
Hugo de Salis St Brides Media & Tel: 020 7236 1177
Finance Ltd
Elisabeth Cowell St Brides Media & Tel: 020 7236 1177
Finance Ltd
Chairman's Statement
We have made good progress since putting in place our new
investment strategy to acquire or invest in projects and assets
focussed in the natural resource sector and we believe we now have
a solid foundation for growth, having also raised our cash position
and strengthened the Board.
We have been actively evaluating multiple projects and have
signed Heads of Terms to acquire the entire issued share capital of
Westcork Copper Mining Company Limited ('Westcork'), which owns six
prospecting permits spanning 18,500 hectares in the historic
Allihies copper district in County Cork Ireland ('the
Acquisition'). In keeping with the terms of the Acquisition, we are
currently implementing a due diligence programme including aerial
surveys over the prospective licence area, in return for a three
month exclusivity fee of CDN$50,000, the outcome of which we will
announce during Q1 2011. Dependent on the outcome of this programme
and the satisfaction of certain other conditions, including
shareholder approval, the consideration for the Acquisition is
expected to be approximately GBP7.0 million to be satisfied by the
issue of new ordinary shares of 0.1p in the Company to be issued in
three tranches following the achievement of certain milestones.
If we choose to take up our option, the Acquisition will
constitute a Reverse Takeover in accordance with Rule 14 of the AIM
Rules for companies. As a result we requested the suspension of the
Company's shares from trading on AIM on 14 December 2010.
Financials
In order to capitalise the Company, in June 2010, we conducted a
Placing to raise GBP805,488 with certain new and existing
shareholders which provided us with a significantly improved cash
position.
For the six months ended 31 October 2010, we are reporting a
pre-tax loss of GBP109,000 (2009: GBP40,000). The Company's net
cash balances as at 31 October 2010 were GBP608,000 (2009:
GBP10,000).
Outlook
Going forward, we are committed to securing a transaction for
the benefit of shareholders and we are actively assessing the
prospectivity of Westcork's copper assets in Ireland through a
preliminary exploration programme. We remain committed to building
shareholder value and will continue to evaluate opportunities which
we feel have the potential to fulfil our investment criteria and
create value for shareholders.
I would like to take this opportunity to thank the team and our
shareholders for their support over the period.
Nicholas Lee
Chairman
31 January 2011
Condensed Statement of Comprehensive Income
For the period ended 31 October 2010
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
31 October 31 October 30 April
2010 2009 2010
GBP'000 GBP'000 GBP'000
Administrative expenses (481) (204) (38)
Other operating expenses - - -
Other income 50 164 425
Operating (loss)/profit (431) (40) 387
Net finance income/(expense) (14) - (10)
Exceptional income 5 336 -
(Loss)/profit for the period before
taxation (109) (40) 377
Taxation - - -
Retained (loss)/profit for period (109) (40) 377
----------- ----------- ---------
Total Comprehensive Income for
the period (109) (40) 377
=========== =========== =========
Profit/(loss) from continuing
activities (109) (40) 377
Basic and diluted (loss)/profit
per share Pence Pence Pence
Continuing activities 8 (0.01p) (0.04p) 0.38p
All activities are classed as continuing
Condensed Balance Sheet
As at 31 October 2010
Unaudited Unaudited Audited
As at As at As at
31 October 31 October 30 April
2010 2009 2010
GBP'000 GBP'000 GBP'000
Assets
Non current assets
Property, plant and equipment - 1 -
- 1 -
----------- ----------- ---------
Current assets
Trade and other receivables 40 43 30
Cash and cash equivalents 608 10 42
648 53 72
Total assets 648 54 72
=========== =========== =========
Equity and Liabilities
Capital and Reserves
Issued share capital 1,037 976 985
Share premium 6,193 6,011 6,002
Merger reserve 166 216 216
Capital redemption reserve 36 - -
Loan note holder reserve - - 29
Share option reserve 560 389 389
Deferred shares 886 - -
Profit and loss account (8,313) (8,624) (8,207)
Shareholders Funds 565 (1,032) (587)
----------- ----------- ---------
Current Liabilities
Trade and other payables 83 1,086 572
83 1,086 592
----------- ----------- ---------
Non current liabilities
Borrowings - - 86
- - 86
----------- ----------- ---------
Total liabilities 83 1,086 658
Total equity and liabilities 648 54 72
=========== =========== =========
Condensed Statement of Changes in Equity
Share Profit and
Share Share Merger Option Loss
Capital Premium Reserve Reserve Account Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 May
2009 976 6,011 216 389 (8,584) (992)
Comprehensive
income
-------- -------- -------- ----------- ---------- -------
Total
comprehensive
income for
the period - - - - (40) (40)
As at 31
October 2009 976 6,011 216 389 (8,624) (1,032)
======== ======== ======== =========== ========== =======
Loan Profit
Capital Note Share and
Share Share Merger Redemption Holder Option Deferred Loss
Capital Premium Reserve Reserve Reserve Reserve Shares Account Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 May
2010 985 6,002 216 - 29 389 - (8,207) (586)
Comprehensive
income
------- ------- ------- ---------- ------- ------- -------- ------- -------
Total
comprehensive
income for
the period - - - - - - - (109) (109)
------- ------- ------- ---------- ------- ------- -------- ------- -------
Transactions
with owners
Share split (886) - - - - - 886 - -
Purchase of
own shares (36) - (50) 36 - - - - (50)
Shares issued 967 180 - - (29) - - - 1,118
Share based
payments - - - - - 174 - - 174
Exercise of
warrants 7 11 - - - (3) - 3 18
------- ------- ------- ---------- ------- ------- -------- ------- -------
Transactions
with owners 52 191 (50) 36 (29) 171 886 3 1,260
------- ------- ------- ---------- ------- ------- -------- ------- -------
As at 31
October 2010 1,037 6,193 166 36 - 560 886 (8,313) 565
======= ======= ======= ========== ======= ======= ======== ======= =======
Condensed Cash Flow Statement
For the period ended 31 October 2010
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
31 October 31 October 30 April
2010 2009 2010
GBP'000 GBP'000 GBP'000
Cash Flows from operating activities
Operating (loss)/profit before
tax (109) (10) 377
Share based payments 174
Gain on write off of creditors (336) - -
Non cash expenditure 95
Loss on disposal of property,
plant and equipment - - 1
Inter-company loan write off (287)
Interest expense 14 - 10
Operating cashflow before working
capital changes (162) (10) 101
(Increase)/decrease in trade and
other receivables (10) 7 20
(Decrease)/increase in trade and
other payables (36) (21) 412
Increase in amounts due to group
undertakings (632)
----------- ----------- ---------
Cash outflow from operations (208) (24) (99)
Interest paid - - (7)
----------- ----------- ---------
Net cash outflow from operating
activities (208) (24) (106)
----------- ----------- ---------
Cash flows from investing activities
Purchase of property, plant and
equipment - - (1)
Net cash (outflow)/inflow from
investment activities - - (1)
----------- ----------- ---------
Cash flows from financing activities
Convertible loan notes issued - - 115
Proceeds from issue of shares 824 - -
Purchase of own shares (50) - -
Net cash outflows from financing
activities 774 - 115
----------- ----------- ---------
Increase/(decrease) in cash and
cash equivalents 566 (24) 8
----------- ----------- ---------
Cash and cash equivalents at start
of period 42 34 34
Cash and cash equivalents at end
of period 608 10 42
=========== =========== =========
Major non-cash transactions
During the period ended 31 October 2010 the Company issued
11,871,075 ordinary shares in settlement of outstanding liabilities
from various creditors. The Company also issued 21,000,000 ordinary
shares to outgoing directors as part of a compromise agreement.
During the period ended 31 October 2010 the Company issued
128,800,000 ordinary shares on conversion of 12 per cent
convertible loan notes totalling GBP115,000.
Notes to the Interim Results
1. General information
The principal activity of Charles Street Capital plc ('the
Company') is to make investments and/or acquire projects in the
natural resources and mineral sectors as a whole, including the
energy sector.
On 9 December 2009 a liquidator was appointed to the Company's
subsidiary Sweet Essentials Limited. On 25 May 2010 a liquidator
was appointed to the Company's subsidiary Sweet China Trading
Limited. As a result of these events, the Company lost control over
the assets and operations of these two subsidiaries.
The Company has no further material subsidiary undertakings. The
results presented in these interim financial statements including
comparatives are those of the Company only.
The address of its registered office is 47 Charles Street,
London, W1J 5EL.
2. Basis of preparation
The condensed interim financial statements have been prepared in
accordance with the requirements of the AIM Rules for Companies. As
permitted, the Company has chosen not to adopt IAS 34 "Interim
Financial Statements" in preparing this interim financial
information. The condensed interim financial statements should be
read in conjunction with the annual financial statements for the
year ended 30 April 2010, which have been prepared in accordance
with International Financial Reporting Standards (IFRS) as adopted
by the European Union.
The interim financial information set out above does not
constitute statutory accounts within the meaning of the Companies
Act 2006. It has been prepared on a going concern basis in
accordance with the recognition and measurement criteria of
International Financial Reporting Standards (IFRS) as adopted by
the European Union.
Statutory financial statements for the year ended 30 April 2010
were approved by the Board of Directors on 28 September 2010 and
delivered to the Registrar of Companies. The report of the auditors
was qualified in respect of non-compliance with IAS 27 relating to
the Group taking advantage of Section 405(3)(a) of the Companies
Act 2006 regarding the Hong Kong subsidiary, Sweet Essentials
Limited, being in liquidation.
The 2010 interim financial report of the Company has not been
audited or reviewed by the Company's auditor.
3. Auditors
During the period Welbeck Associates resigned as the Company's
auditors and, in accordance with section 489 of the Companies Act
2006, Littlejohn LLP were appointed.
4. Accounting policies
Except as described below, the same accounting policies,
presentation and methods of computation are followed in this
condensed consolidated financial information as were applied in the
preparation of the Company's annual financial statements for the
year ended 31 December 2009.
(a) New and amended standards adopted by the Company
The following new standards and amendments to standards are
mandatory for the first time for the financial year beginning 1 May
2010.
IFRS 3 (revised), 'Business combinations', and consequential
amendments to IAS 27,'Consolidated and separate financial
statements', are effective prospectively to business combinations
for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after 1 July 2009.The
revised standard continues to apply the acquisition method to
business combinations but with some significant changes compared
with IFRS 3. All costs associated with acquisitions or potential
acquisitions have been expensed during the period incurred in
accordance with the revision of IFRS 3.
5. Exceptional income
During the period the Company's shareholders approved a
settlement agreement with various creditors whereby the creditors
agreed to accept a reduction of 75% in balances due to them at the
date of the agreement. As a result of this agreement GBP336,168 of
debt has been forgiven and recognised in the statement of
comprehensive income within exceptional income. The creditors
further agreed that the remaining balance due to them would be
settled via the issue of 11,871,075 ordinary shares of 0.1p each.
These shares were issued on 7 May 2010 (refer note 9).
6. Dividends
No dividend is proposed for the period ended 31 October
2010.
7. Taxation
No taxation is expected to arise on the result for the period
due to tax losses incurred during the period.
8. Loss per Share
The calculation of loss per share is based on a retained loss of
GBP108 698 for the period ended 31 October 2010 (31 October 2009:
loss GBP39 741, year ended 30 April 2010: profit GBP376,672) and
the weighted average number of shares in issue in the period ended
31 October 2010 of 998,819,961 (31 October 2009: 97,641,243, year
ended 30 April 2010: 97 849,577). No diluted earnings per share is
presented for the period ended 31 October 2010 or the period ended
31 October 2009 as the effect on the exercise of share options
would be to decrease the loss per share. For the year ended 30
April 2010 there is no change between the basic and diluted
earnings per share as there are no dilutive instruments in
issue.
The weighted average number of shares in issue and associated
loss per share has not been restated as a result of the share
restructuring as described in note 9. The restructuring of share
capital had no impact on the number of ordinary shares in issue and
therefore no restatement was necessary.
9. Share capital
On 7 May 2010, at the Annual General Meeting, the shareholders
approved the restructuring of the Company's equity whereby each
existing ordinary share of 1p was converted into 1 new ordinary
share of 0.1p and 9 deferred shares of 0.1p each. The deferred
shares have no rights to receive dividends, or to attend or vote at
general meetings of the Company and are only entitled to a return
of capital after payment to the holders of new ordinary shares of
GBP100,000 per each share held.
On 7 May 2010 the Company issued 161,671,075 ordinary shares of
0.1 pence per share. This comprises, 11,871,075 ordinary shares
were issued in settlement of amounts owed to creditors totalling
GBP118,711 that had not previously been forgiven (refer note 5),
128,800,000 ordinary shares were issued on conversion of the 12 per
cent. convertible loan notes totalling GBP115,000 and 21,000,000
ordinary shares were issued as part of a compromise agreement with
the outgoing directors of the Company. The fair value of the
ordinary shares issued as part of the compromise agreement was
GBP94,500, being the market price of 0.45 pence per share on the
date of issue.
On 7 May 2010 the Company repurchased 36,463,000 of its own
ordinary shares of 0.1 pence per share for a consideration of
GBP50,000. On the same date, the Company cancelled the shares and
credited their nominal value to a capital redemption reserve within
equity. The amount paid to repurchase the shares has been offset
against distributable reserves of the Company as detailed in the
Statement of Changes in Equity.
On 30 June 2010 the Company issued 805,488,000 ordinary shares
at a price of 0.1p per share. In addition, the subscribers to the
placing received warrants to acquire shares at 0.25p per share on
the basis of one warrant for every two shares subscribed for.
On 27 October 2010, warrants to acquire 7,500,000 ordinary
shares of 0.1 pence each in the Company were exercised. The
exercise price for the warrant shares was 0.25 pence per share
which was received by the Company.
10. Post balance sheet events
Exercise of warrants
On 22 November 2010, warrants to acquire 2,476,325 ordinary
shares of 0.1 pence each in the Company were exercised. The
exercise price for the warrant shares was 0.1 pence per share which
was received by the Company. On 29 November 2010 the warrant shares
were admitted for trading.
On 3 December 2010, warrants to acquire 2,500,000 ordinary
shares of 0.1 pence each in the Company were exercised. The
exercise price for the warrant shares was 0.25 pence per share
which was received by the Company. On 8 December 2010 the warrant
shares were admitted for trading.
Potential acquisition
On 13 December 2010 the company announced that it had entered
into a Heads of Terms to acquire the entire issued share capital of
Westcork Copper Mining Company Limited. Westcork holds six
prospecting permits totalling 18,500 hectares, in the historic
Allihies copper district, located in County Cork Ireland. In
accordance with Rule 14 of the AIM Rules for Companies, the
Acquisition, if progressed, would constitute a reverse takeover and
accordingly the board requested the suspension of the company's
shares from trading on AIM.
11. Copies of the Interim Results will be sent to Shareholders
shortly and will be available to members of the public from the
Company's registered office, 47 Charles Street, London W1J 5EL.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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