RNS Number : 5808J
  Clerkenwell Ventures PLC
  05 December 2008
   

    Clerkenwell Ventures PLC - Unaudited Preliminary Results

    5 December 2008
    Unaudited Preliminary Results for the year ended 30 September 2008

    Clerkenwell Ventures PLC ("Clerkenwell Ventures" or "the Company") announces its preliminary results for the year ended 
    30 September 2008. 

    Highlights:

    *     Net cash as at 30 September 2008 of �29.9 million (2007: �29.2 million)
    *     Profit before taxation for the year ended 30 September 2008 of �737,000 (2007: loss of �78,000)
    *     Net cash today of �30.3 million

    David Page, Chairman, commented: 

    "In response to dramatically altered market conditions, the Board has decided to explore in detail the process for returning capital to
shareholders and is investigating the most efficient method for achieving this. Further details of this process will be announced when
appropriate."

    Enquiries

    Clerkenwell Ventures PLC
    David Page, Non-executive Chairman                               Telephone:     07836 346934
    Stefan Borson, Corporate Development Director                                     07824 638553


    Seymour Pierce Limited                                                        Telephone:     020 7107 8000
    Nicola Marrin

      Clerkenwell Ventures PLC
    Unaudited Preliminary Results
    for the year ended 30 September 2008

    Chairman's Statement 

    It gives me pleasure to report the preliminary results of Clerkenwell Ventures for the year ended 30 September 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 have been reversed into the Company. Both valuations and debt availability
across the leisure sector have been substantially impacted by economic conditions. Added to this, good businesses without a special need are
reluctant to crystallise value at current levels. Accordingly, the Company withdrew from several negotiations where valuations were
considered unrealistic.

    Results

    Profit after taxation for the year ended 30 September 2008 was �414,000 (2007: loss of �78,000). As at 30 September 2008, Clerkenwell
Ventures' net cash balances amounted to �29.9 million (2007: �29.2 million).

    Impact of the adoption of International Financial Reporting Standards

    The financial information shown in this preliminary 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 year ended 30 September
2007 has been restated under these standards.

    There was no impact on the Company's income statement for the year ended 30 September 2008 as a result of the change from UKGAAP to
IFRS.

    Outlook

    Pursuant to the Company's EGM circular dated 4 August 2007, as the Company will not make any acquisitions prior to 28 February 2009, and
in response to dramatically altered market conditions, the Board has decided to explore in detail the process for returning capital to
shareholders and is investigating the most efficient method for achieving this. Further details of this process will be announced when
appropriate.



    David Page
    Non-executive Chairman
    5 December 2008
      Clerkenwell Ventures PLC
    Unaudited Income Statement
    for the year ended 30 September 2008

                                 Notes             Year ended               Year ended 
                                                 30 September             30 September 
                                                         2008                     2007 
                                                    Unaudited                Unaudited 
                                                        �'000                    �'000 
                                        
 Administrative expenses                                 (530)                    (377)
                                                                                       
 Operating loss before share                             (530)                    (377)
 based payments                         
                                        
 Share based payments                                    (307)                     (22)
                                                                                       
 Operating loss                                          (837)                    (399)
                                        
 Finance income                                         1,574                      321 
                                                                                       
 Profit/(loss) on ordinary                                737                      (78)
 activities before taxation             
                                        
 Taxation                          3                     (323)                       - 
                                                                                       
 Profit/(loss) for the year                               414                      (78)
                                                                                       
                                        
 Earnings/(loss) per share              
                                        
 Basic                             4                     0.5p                    (0.4p)
 Diluted                           4                     0.5p                    (0.4p)

    All amounts relate to continuing activities.


      Clerkenwell Ventures PLC
    Unaudited Balance Sheet 
    as at 30 September 2008

                                                  As at                  As at 
                                           30 September           30 September 
                                                   2008                   2007 
                                              Unaudited              Unaudited 
                                                  �'000                  �'000 
                                  
 Non current Assets               
 Property, plant and equipment                        3                      4 
                                                                               
                                                      3                      4 
                                  
 Current Assets                   
 Trade and other receivables                        276                     59 
 Cash at bank and in hand                        29,918                 29,245 
                                                                               
                                                 30,194                 29,304 
                                                                               
 Total Assets                                    30,197                 29,308 
                                                                               
                                  
 Current Liabilities              
 Trade and other payables                          (107)                  (253)
 Current taxation liabilities                      (310)                     - 
                                                                               
                                                   (417)                  (253)
                                                                               
 Net current assets                              29,777                 29,051 
                                                                               
 Net assets                                      29,780                 29,055 
                                                                               
                                  
 Equity                           
 Called up share capital                          4,122                  4,122 
 Share premium account                           24,898                 24,894 
 Retained earnings                                  760                     39 
                                                                               
 Total shareholders' equity                      29,780                 29,055 
                                                                               


      Clerkenwell Ventures PLC
    Unaudited Cash Flow Statement
    for the year ended 30 September 2008

                                 Notes             Year ended               Year ended 
                                                 30 September             30 September 
                                                         2008                     2007 
                                                    Unaudited                Unaudited 
                                                        �'000                    �'000 
                                        
 Net cash absorbed by operating    5                     (905)                    (245)
 activities                             
                                        
 Investing activities                   
 Acquisition of property, plant                             -                       (4)
 and equipment                          
 Interest received                                      1,574                      321 
                                                                                       
 Net cash generated by                                  1,574                      317 
 investing activities                   
                                                                                       
 Financing activities                   
 Proceeds from issuance of new                              4                   24,828 
 ordinary shares (net of                
 expenses)                              
                                                                                       
 Net cash from financing                                    4                   24,828 
 activities                             
                                                                                       
 Net increase in cash and cash                            673                   24,900 
 equivalents                            
                                        
 Cash and cash equivalents at           
 beginning of the period                               29,245                    4,345 
                                                                                       
 Cash and cash equivalents at                          29,918                   29,245 
 end of period                          
                                                                                       

      Clerkenwell Ventures
    Unaudited Statement of Changes in Shareholders' Equity
    for the year ended 30 September 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                        -              -              (78)           (78)
                                                                                             
 Total recognised income and                -              -              (78)           (78)
 expense

 Ordinary shares issued (net of         3,433         21,395                -         24,828 
 expenses)
 Share based payments                       -              -               22             22 
                                                                                             
 At 30 September 2007                   4,122         24,894               39         29,055 

 Profit for the period                      -              -              414            414 
                                                                                             
 Total recognised income and                -              -              414            414 
 expense

 Ordinary shares issued (net of             -              4                -              4 
 expenses)
 Share based payments                       -              -              307            307 
                                                                                             
 At 30 September 2008                   4,122         24,898              760         29,780 
                                                                                             


      Clerkenwell Ventures PLC
    Notes to the Unaudited Preliminary Results
    for the year ended 30 September 2008

    *     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 Preliminary 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 Group has adopted International Financial Reporting Standards and IFRIC Interpretations ("IFRS"). The Group will apply IFRS as
adopted by the European Union.

    The preliminary results for the year ended 30 September 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 Group for the
period, amended to conform to the IFRS accounting policies applied in the financial statements for the year ended 30 September 2008.
Included within note 6 is an analysis of how balance sheets, income statements and cash flow statements primarily prepared under UK GAAP
have changed under IFRS.

    The preliminary announcement has been prepared using the same accounting policies as published in the interim announcement for the
period ended 31 March 2008.

    The preliminary announcement is presented in Pounds Sterling because that is the currency of the primary economic environment in which
the group operates. All values are rounded to the nearest thousand Pounds (�'000) except when otherwise indicated.
    

          3.   Taxation

                                               Year ended               Year ended 
                                             30 September             30 September 
                                                     2008                     2007 
                                                Unaudited                Unaudited 
                                                    �'000                    �'000 
                                 
 Based on the result for the     
 period:                         
 UK Corporation tax at 29%                            310                        - 
 Under provision in earlier                            13                        - 
 periods                         
                                                                                   
 Total current tax                                    323                        - 
                                 
 Deferred taxation:              
 Origination and reversal of                            -                        - 
 timing differences              
                                                                                   
 Taxation payable                                     323                        - 
                                                                                   

4.                    Earnings per share


                                            Year ended            Year ended 
                                          30 September          30 September 
                                                  2008                  2007 
                                             Unaudited             Unaudited 
                                                 �'000                 �'000 
                                 
 Earnings for the purposes of    
 basic and diluted earnings per  
 share:                          
 - Profit/(loss) for the period                    414                   (78)
 Share based payments                              307                    22 
                                                                             
 Adjusted profit/(loss) for the  
 period for the purposes of                        721                   (56)
 headline basic and diluted      
 earnings per share              
                                                                             
                                 
                                              Weighted              Weighted 
                                               Average               Average 
                                                number                number 
                                             of shares             of shares 
                                                  '000                  '000 
 Weighted average number of      
 shares in issue for the                        82,447                18,597 
 purposes of basic earnings per  
 share                           
                                 
 Effect of dilutive potential    
 ordinary shares:                
 - Share options                                   500                     - 
                                                                             
 Weighted average number of      
 shares for the purposes of      
 diluted earnings per share      
                                                82,947                18,597 
                                                                             
                                 
 Earnings per share:             
                                 
 Basic                                            0.5p                 (0.4p)
 Diluted                                          0.5p                 (0.4p)
                                 
 Adjusted basic                                   0.9p                 (0.3p)
 Adjusted diluted                                 0.9p                 (0.3p)
                                                                             

    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 year ended 30 September 2007 has therefore been restated assuming the
consolidation had taken place.
      
    5.             Notes to the cash flow statement

    Reconciliation of net cash flow from operating activities

                                              Year ended               Year ended 
                                            30 September             30 September 
                                                    2008                     2007 
                                               Unaudited                Unaudited 
                                                   �'000                    �'000 
                                 
 Profit/(loss) before taxation                       737                      (78)
                                 
 Adjustments:                    
 Investment revenues                              (1,574)                    (321)
 Depreciation and amortisation                         1                        - 
 Share based payments expense                        307                       22 
                                                                                  
 Operating cash flows before                        (529)                    (377)
 movements in working capital    
 Increase in trade and other                        (217)                     (41)
 receivables                     
 (Decrease)/increase in                             (146)                     184 
 payables                        
                                                                                  
 Cash generated from operating                      (892)                    (234)
 activities                      
 Taxation                                            (13)                     (11)
                                                                                  
 Net cash from operating                            (905)                    (245)
 activities                      
                                                                                  

6.                    Transition to IFRS

    BASIS OF PREPARATION OF IFRS FINANCIAL INFORMATION

    The Company's Annual Report for the year ended 30 September 2008 comprises its first annual consolidated financial statements that
comply with IFRS. The Company has applied IFRS 1 (First time adoption of International Reporting Standards) in preparing these results.

    The Company's Annual Report for the year ended 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
 
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