Interim Results
27 Juin 2008 - 8:00AM
UK Regulatory
RNS Number : 6622X
Clerkenwell Ventures PLC
27 June 2008
Clerkenwell Ventures PLC - Unaudited Interim Results
27 June 2008
Unaudited Interim Results for the period ended 31 March 2008
Clerkenwell Ventures PLC ("Clerkenwell Ventures" or "the Company") announces its interim results for the period ended 31 March 2008.
Highlights :
* Net cash as at 31 March 2008 of �29.7 million (2007: �4.4 million)
* Profit before taxation for the period ended 31 March 2008 of �345,000 (2007: loss of �31,000)
* Net assets per share as at 31 March 2008 of 35.7p (2007: 30.8p)
* Net cash today of �29.9 million
David Page, Chairman, commented:
"We have continued to evaluate possible acquisitions although in several cases vendor price expectations have been unrealistic. We
remain confident that the next year will present interesting opportunities to acquire quality businesses with high growth potential at
attractive prices."
Enquiries
Clerkenwell Ventures PLC
David Page, Non-executive Chairman Telephone: 07836 346934
Stefan Borson, Corporate Development Director 07824 638 553
Seymour Pierce Limited Telephone: 020 7107 8000
Parimal Kumar/Nicola Marrin
Clerkenwell Ventures PLC
Unaudited Interim Results
for the period ended 31 March 2008
Chairman's Statement
It gives me pleasure to report the interim results of Clerkenwell Ventures for the six months ended 31 March 2008.
Acquisition strategy
Following shareholders' approval for the Company to continue its stated acquisition strategy at the Company's AGM on 30 April 2008, we
have continued to evaluate a number of businesses which could be reversed into the Company. We are continuing discussions with several
parties and will update the market when appropriate.
Results
Profit after taxation for the six months ended 31 March 2008 was �182,000 (2007: loss of �31,000). As at 31 March 2008, Clerkenwell
Ventures' net cash balances amounted to �29.7 million (2007: �4.4 million).
Impact of the adoption of International Financial Reporting Standards
The financial information shown in this interim statement is presented for the first time in accordance with the recognition and
measurement principles of International Financial Reporting Standards ("IFRS"). The comparative information for the six months ended 31
March 2007 and the year ended 30 September 2007 has been restated under these standards.
There was no impact on the Company's income statement for the six months ended 31 March 2008 as a result of the change from UKGAAP to
IFRS.
Dividends
As described in the Company's AIM admission document dated 25 October 2004, it is the Board's policy that prior to making the Company's
first acquisition, no dividends will be paid. Following the first acquisition, subject to the availability of distributable reserves,
dividends will be paid to shareholders when the Directors believe it is appropriate and prudent to do so. However, the main focus of the
Company will be in delivering capital growth for shareholders.
David Page
Non-executive Chairman
27 June 2008
Clerkenwell Ventures PLC
Unaudited Income Statement
for the period ended 31 March 2008
Notes Six Six
months months Year
ended ended ended
31 March 31 March 30 September
2008 2007 2007
Unaudited Unaudited Unaudited
�'000 �'000 �'000
Administrative expenses (330) (145) (377)
Operating loss before share
based payments (330) (145) (377)
Share based payments (153) - (22)
Operating loss (483) (145) (399)
Finance income 828 114 321
Profit/(loss) on ordinary
activities before taxation 345 (31) (78)
Taxation 4 (163) - -
Profit/(loss) for the period 182 (31) (78)
Earnings/(loss) per share
Basic 5 0.2p (0.2p) (0.4p)
Diluted 5 0.2p (0.2p) (0.4p)
All amounts relate to continuing activities.
Clerkenwell Ventures PLC
Unaudited Balance Sheet
as at 31 March 2008
Notes As at As at As at
31 March 31 March 30 September
2008 2007 2007
Unaudited Unaudited Unaudited
�'000 �'000 �'000
Non current Assets
Property, plant and equipment 4 2 4
4 2 4
Current Assets
Trade and other receivables 92 18 59
Cash at bank and in hand 29,680 4,429 29,245
29,772 4,447 29,304
Total Assets 29,776 4,449 29,308
Current Liabilities
Trade and other payables (219) (197) (253)
Current taxation liabilities (163) - -
(382) (197) (253)
Net current assets 29,390 4,250 29,051
Net assets 29,394 4,252 29,055
Equity
Called up share capital 4,122 689 4,122
Share premium account 24,898 3,499 24,894
Retained earnings 374 64 39
Total shareholders' equity 29,394 4,252 29,055
Clerkenwell Ventures PLC
Unaudited Cash Flow Statement
for the period ended 31 March 2008
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2008 2007 2007
Unaudited Unaudited Unaudited
�'000 �'000 �'000
Notes
Net cash from operating 6 (396) (28) (245)
activities
Investing activities
Acquisition of property, plant
and equipment (1) (2) (4)
Interest received 828 114 321
Net cash generated by 827 112 317
investing activities
Financing activities
Proceeds from issuance of new
ordinary shares (net of 4 - 24,828
expenses)
Net cash from financing 4 - 24,828
activities
Net increase in cash and cash 435 84 24,900
equivalents
Cash and cash equivalents at
beginning of the period 29,245 4,345 4,345
Cash and cash equivalents at
end of period 29,680 4,429 29,245
Clerkenwell Ventures
Unaudited Statement of Changes in Shareholders' Equity
for the six months ended 31 March 2008
Share Share Retained Total
capital premium earnings equity
�'000 �'000 �'000 �'000
At 1 October 2006 689 3,499 95 4,283
Loss for the period - - (31) (31)
Total recognised income and - - (31) (31)
expense
At 31 March 2007 689 3,499 64 4,252
Ordinary shares issued (net of 3,433 21,395 - 24,828
expenses)
Share based payments - - 22 22
Loss for the period - - (47) (47)
Total recognised income and - - (25) (25)
expense
At 30 September 2007 4,122 24,894 39 29,055
Ordinary shares issued (net of - 4 - 4
expenses)
Share based payments - - 153 153
Profit for the period - - 182 182
Total recognised income and - - 335 335
expense
At 31 March 2008 4,122 24,898 374 29,390
Clerkenwell Ventures PLC
Notes to the Unaudited Interim Results
for the period ended 31 March 2008
1. General information
Clerkenwell Ventures PLC is a company incorporated in the United Kingdom under the Companies Act 1985. The address of the registered
office is 1 Park Row, Leeds, LS1 5AB, United Kingdom. Copies of this Interim Statement may be obtained from the above address or the
investor section of the Company's website at http://www.clerkenwellventures.com
2. Basis of preparation
The Company has adopted the recognition and measurement principles of International Financial Reporting Standards as adopted by the
European Union and IFRIC Interpretations ("IFRS") .The Company will apply IFRS in its consolidated financial statements for the year ending
30 September 2008.
The interim financial statements for the six months ended 31 March 2008 do not constitute statutory accounts within the meaning of
section 240 of the Companies Act 1985. Statutory accounts for the year ended 30 September 2007 were prepared under UK GAAP and have been
delivered to the Registrar of Companies. The audit report on these statutory accounts was unqualified and did not contain a statement either
under section 237(2) or 237(3) of the Companies Act 1985.
The financial information for the year ended 30 September 2007 has been extracted from the statutory accounts for the Company for the
period, amended to conform with the IFRS accounting policies expected to be applied in the consolidated financial statements for the year
ending 30 September 2008. Included within note 7 of the Company's interim report is an analysis of how balance sheets, income statements and
cash flow statements primarily prepared under UK GAAP have changed under IFRS.
The interim consolidated financial statements are presented in Pounds Sterling because that is the currency of the primary economic
environment in which the Company operates. All values are rounded to the nearest thousand Pounds (�'000) except when otherwise indicated.
3. Principal accounting policies of the Company
This interim financial information has been prepared on the basis of the recognition and measurement requirements of IFRS in issue that
either are endorsed by the European Union and effective (or available for early adoption) at 31 March 2008 or are expected to be endorsed
and effective (or available for early adoption) at 30 September 2008, the Company's first annual report under IFRS. Based on these adopted
and unadopted IFRS, the directors have made assumptions about the accounting policies expected to be applied, which are set out below, when
the first annual IFRS financial statements are prepared for the year ending 30 September 2008.
The adopted IFRS that will be effective (or available for early adoption) in the annual financial statements for the year ending 30
September 2008 are still subject to change and to additional interpretations and therefore cannot be determined with certainty. Accordingly,
the accounting policies for the annual period will be determined finally only when the annual financial statements are prepared for the year
ending 30 September 2008.
At the date of authorisation of this interim financial information the following Standards and Interpretations which have not been
applied in these financial statements were in issue but not yet effective:
* IAS 1 Amendment Presentation of Financial Statements (revised 2007)
* IAS 23 Amendment Borrowing Costs (revised 2007)
* IAS 27 Amendment Consolidated and Separate Financial Statements (revised 2008)
* IAS 32 Amendment Financial Statements: Presentation and IAS 1 Presentation of Financial Statements - Puttable Financial
Instruments and Obligations Arising on Liquidation
* IFRS 1 Amendment First-time Adoption of International Financial Reporting Standards and IAS27 Consolidated and Separate
Financial Statements - Costs of Investment in a Subsidiary, Joint Controlled Entity or Associate
* IFRS 2 Amendment Share-based payments - Vesting conditions and cancellations
* IFRS 3 Business Combinations (revised 2008)
* IFRS 8 Operating Segments
* IFRIC 12 Service Concession Arrangements
* IFRIC 13 Customer Loyalty Programmes
* IFRIC 14/IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment is stated at historical cost less depreciation. The cost of property, plant and equipment includes
directly attributable incremental costs incurred in their acquisition and installation.
Depreciation is provided on property, plant and equipment at rates calculated to write each asset down to its estimated residual value
evenly over its expected useful life, as follows:-
Plant and equipment 20% to 33% straight line
Furniture, fixtures and fittings 10% straight line
The assets' residual values, useful lives and methods of depreciation are reviewed and adjusted if appropriate on an annual basis. An
item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or
disposal.
FINANCIAL INSTRUMENTS
Financial assets and financial liabilities, in respect of financial instruments, are recognised on the Company's balance sheet when the
Company becomes a party to the contractual provisions of the instrument. The financial assets of the Company comprise trade receivables and
cash and cash equivalents. The financial liabilities of the Company comprise trade payables.
TRADE RECEIVABLES
Trade receivables do not carry any interest and are initially recognised at fair value and subsequently stated at their amortised cost
as reduced by appropriate allowances for estimated irrecoverable amounts. Estimated irrecoverable amounts are based on the ageing of the
receivable balances and historical experience. Individual trade receivables are written off when management deems them not to be
collectible.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and call deposits, and other short term highly liquid investments that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
TRADE PAYABLES
Trade payables are not interest bearing and are initially recognised at fair value and subsequently stated at their amortised cost.
FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that
evidences a residual interest in the assets of the Company after deducting all of its liabilities and includes no obligation to deliver cash
or other financial assets. Interest bearing loans and overdrafts are initially measured at fair value (which is equal to cost at inception),
and are subsequently measured at amortised cost, using the effective interest rate method. Any difference between the proceeds net of
transaction costs and the settlement or redemption of borrowings is recognised over the term of the borrowing. Equity instruments issued by
the Company are recorded at the proceeds received, net of direct issue costs.
TAXATION
Income tax expense represents the sum of the current tax payable and the deferred tax charge for the period.
Current tax payable or recoverable is based on taxable profit for the year. Taxable profit differs from profit as reported in the income
statement because some items of income or expense are taxable or deductible in different years or may not be taxable or deductible. The
Company's liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. It
is accounted for using the balance sheet liability method. Deferred tax liabilities calculated using the liability method are recognised for
taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available against which deductible temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset
realised, based on tax rates that have been enacted or substantively enacted by the balance sheet date. Tax assets and liabilities are
offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate
to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to
settle the current tax assets and liabilities on a net basis.
Tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity, in which
case the tax is also recognised directly in equity.
PROVISIONS
Provisions are recognised when the Company has a present obligation as a result of a past event and it is probable that the Company will
be required to settle that obligation. Provisions are measured at the directors' best estimate of the expenditure required to settle the
obligation at the balance sheet date and are discounted to present value where the effect is material.
OPERATING PROFIT
Operating profit is defined as profits from operations after share based payments but before finance income, finance costs and
taxation.
SHARE BASED PAYMENTS
The Company issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are measured at fair
value (excluding the effect of non market-based vesting conditions) at the date of grant. The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Company's estimate of the
shares that will eventually vest and adjusted for the effect of non market-based vesting conditions.
Fair value is measured using a Black-Scholes valuation model. The expected life used in the model has been adjusted, based on
management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the
shares issued are allocated to share capital with any excess being recorded as additional paid-in-capital.
4. Taxation
Six Six
months months Year
ended ended ended
31 March 31 March 30 September
2008 2007 2007
Unaudited Unaudited Unaudited
�'000 �'000 �'000
Based on the result for the
period:
UK Corporation tax at 30% 150 - -
Under provision in earlier 13 - -
periods
Total current tax 163 - -
Deferred taxation:
Origination and reversal of - - -
timing differences
Taxation payable 163 - -
5. Earnings per share
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2008 2007 2007
Unaudited Unaudited Unaudited
�'000 �'000 �'000
Earnings for the purposes of
basic and diluted earnings per
share:
- Profit/(loss) for the period 182 (31) (78)
Share based payments 153 - 22
Adjusted profit for the period
for the purposes of headline
basic and diluted earnings per
share 335 (31) (56)
Weighted Weighted Weighted
Average Average Average
number number number
of shares of shares of shares
'000 '000 '000
Weighted average number of
shares in issue for the
purposes of basic earnings per
share 82,447 13,782 18,597
Effect of dilutive potential
ordinary shares:
- Share options 526 - -
Weighted average number of
shares for the purposes of
diluted earnings per share
82,973 13,782 18,597
Earnings per share:
Basic 0.2p (0.2p) (0.4p)
Diluted 0.2p (0.2p) (0.4p)
Adjusted basic 0.4p (0.2p) (0.3p)
Adjusted diluted 0.4p (0.2p) (0.3p)
For the period ended 31 March 2007 and year ended 30 September 2007, basic and diluted earnings per share were the same as there are no
potential ordinary shares that would increase net loss per share from continuing operations in the year and the Company made a loss.
On 11 September 2007, every 5 ordinary shares of 1 pence each in the Company were consolidated into 1 new ordinary share of 5 pence each
in the Company. The weighted average number of shares in issue for the period ended 31 March 2007 has therefore been restated assuming the
consolidation had taken place.
6. Notes to the cash flow statement
Reconciliation of net cash flow from operating activities
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2008 2007 2007
Unaudited Unaudited Unaudited
�'000 �'000 �'000
Profit/(loss) before taxation 345 (31) (78)
Adjustments:
Investment revenues (828) (114) (321)
Depreciation and amortisation 1 - -
Share based payments expense 153 - 22
Operating cash flows before
movements in working capital (329) (145) (377)
Increase in trade and other (33) - (41)
receivables
(Decrease)/increase in (34) 117 184
payables
Cash generated from operating (396) (28) (234)
activities
Taxation received/(paid) - - (11)
Net cash from operating (396) (28) (245)
activities
7. Transition to IFRS
BASIS OF PREPARATION OF IFRS FINANCIAL INFORMATION
The Company's Annual Report for the year ending 30 September 2008 will be the first annual consolidated financial statements that will
comply with IFRS. These interim results have been prepared in accordance with the significant accounting policies described in note 3 above.
The Company has applied IFRS 1 (First time adoption of International Reporting Standards) in preparing these interim results.
The Company's Annual Report for the year ending 30 September 2008 will provide one year of comparative financial information and the
opening balance sheet date for adoption of IFRS at 1 October 2006.
IFRS 1 EXEMPTIONS
IFRS 1 sets out the procedures that the Company must follow when adopting IFRS for the first time as the basis for preparing its
consolidated financial statements. The Company is required to establish its IFRS accounting policies as at 30 September 2008 and, in
general, apply these retrospectively to determine the IFRS opening balance sheet at the date of transition which is 1 October 2006. The
standard provides a number of optional exemptions to this general principle.
IMPACT OF TRANSITION TO IFRS
There were no material differences between IFRS and UK GAAP on the Company's total equity shareholders' funds and profit for the period
for the periods previously reported under UK GAAP following the date of transition to IFRS.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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