TIDMLBP
RNS Number : 4565Y
Lb-shell plc
21 August 2018
21 August 2018
LB-Shell plc
("LB-Shell" or "the Company")
Half Year Results
Six months ended 31 May 2018
LB-Shell announces its Half Year Results for the six months
ended 31 May 2018.
Chairman's Statement
In October 2017 when the Company completed the sale of its
business and assets to Meditor Energy Limited (MEL) it was
envisaged by the then Board of the Company it would proceed to an
orderly winding-up or dissolution with any residual cash assets
being returned to MEL as part of the sale agreement.
Subsequently, the Board identified and resolved to implement a
viable continuation option for the Company, with the aim to provide
Shareholders the possibility of a better return than having the
Company wound up with no return to shareholders.
On 3 May 2018, a new Board was appointed and in accordance with
the October 2017 sale agreement all residual cash remaining in the
Company ahead of any refinancing of the Company was paid to MEL.
The New Directors were appointed with a view to refinancing the
Company and to take the Company in a new direction in 2018.
The initial priority of the new Directors was to recapitalise
the Company and on 4 May 2018 the Company announced the creation of
GBP300,000 unsecured convertible loan notes, with the aggregate
principal amount being convertible into New Ordinary Shares at a
price of GBP0.00025. In addition, a further GBP135,000 unsecured
convertible loan notes were created, also with the aggregate
principal amount being convertible into New Ordinary Shares at a
price of GBP0.00025, in settlement of fees and associated
obligations relating to the refinancing of the Company.
The new Directors will utilise the new funding to maintain the
Company's listing on the standard segment of the main market of the
London Stock Exchange plc, while seeking to acquire or invest in a
business. The new Directors are agnostic as to which sector the
Company will invest in but will focus on an acquisition or
investment that the new Directors believe will create significant
value for Shareholders in the form of capital growth and/or
dividends.
The new Directors continue to keep the Company's costs to a
minimum and via their significant convertible note holdings are
fully aligned with the rest of the Company's shareholders. In
addition the new Directors have the following beneficial interests
in the issued share capital of LB-Shell: Melissa Sturgess 16.67%,
Charles Morgan 0% and Michael Langoulant 0%
Financial Results
The Company made a pre-tax loss from continuing operations for
the six months ended 31 May 2018 of GBP529,000 (14 months ended 30
November 2017: loss of GBP10,800,000, mainly due to the loss on the
sale of discontinued operations).
Outlook
Following completion of the sale of its business and assets to
MEL and the other corporate events noted above, the Company has
become a "shell company". The new Board intention is to pursue a
strategy focusing on an acquisition that can create significant
value for shareholders in the form of capital growth and/or
dividends.
On 24 July 2018 the Company received a Letter of Claim (the
"Letter") from lawyers representing certain shareholders of the
Company, in relation to activities of the Company in the period
before the appointment of the current Board. Specifically, the
matters referred to in the Letter relate to the conduct of the IPO
of Intelligent Energy Holdings ("IEH plc"), the former name of
LB-Shell plc, in July 2014 and the subsequent sale of substantially
all of the business and assets of IEH plc to Meditor Energy Limited
in October 2017.
The directors believe that the receipt of this Letter may create
a material uncertainty which could cast doubt on the Company's
ability to continue with its planned financial reconstruction and
acquisition strategy. Legal advice in relation to this claim is
being sought.
Melissa Sturgess
Chairman
**S**
For further information please visit www.lb-shell.com or
contact:
Melissa Sturgess LB-Shell Tel: +44 (0)7787
942 777
Lucy Williams Peterhouse Capital Ltd Tel: +44 (0)207 469
/ Heena Karani 0931
UNAUDITED STATEMENT OF COMPREHENSIVE INCOME FOR THE SIX MONTHSED
31 MAY 2018
14 months
Ended
Half-year 30 Nov 2017
ended
31 May 2018 (Audited)
(Unaudited) GBP'000s
GBP'000s
Note
Other income - 10
Administrative expenses
Impairment of subsidiary - (10.998)
Impairment of JV - 900
Loss on sale of subsidiary 3 (204) -
Other (325) (460)
-------------- -------------
Operating loss (529) (10,548)
-------------- -------------
Analysed as:
Operating loss before exceptional
items (discontinued operations) (325) (450)
- Exceptional items from discontinued
operations 3 (204) (10,098)
-------------- -------------
Operating loss after exceptional
items (529) (10,548)
Finance income - gain on discharge
of Convertible Loan Notes - 4,922
Finance expense - Convertible
Loan Notes - (7,073)
-------------- -------------
Loss before taxation 4 (529) (12,699)
Income Tax (Deferred tax (non-cash))
including exceptional item of
GBP1,061,000) - 1,899
-------------- -------------
Loss for period (529) (10,800)
Other comprehensive income
Items that are or may be subsequently - -
reclassified to profit or loss
-------------- -------------
Loss for period attributable
to owners of the Company (529) (10,800)
-------------- -------------
Loss for the period per share
(pence)
Basic and diluted 4 (0.26) (5.2)
-------------- -------------
UNAUDITED STATEMENT OF FINANCIAL POSITION AS AT
31 MAY 2018
14 months
Ended
Half-year 30 Nov 2017
ended
31 May 2018 (Audited)
(Unaudited) GBP'000s
GBP'000s
Note
ASSETS
Non-current assets
Investments in subsidiaries 3 - -
and joint ventures
-------------- -------------
Total Non-current Assets - -
-------------- -------------
Current assets
Other receivables - 62
Cash and cash equivalents 303 357
-------------- -------------
Total Current Assets 303 419
-------------- -------------
Total Assets 303 419
-------------- -------------
LIABILITIES
Current liabilities
Trade and other payables 45 67
-------------- -------------
Total Current Liabilities 45 67
-------------- -------------
Non-Current liabilities
Borrowings 5 435 -
Deferred tax liabilities - -
-------------- -------------
Total Current Liabilities 435
-------------- -------------
Total Liabilities 480 67
-------------- -------------
Net Assets (177) 352
-------------- -------------
EQUITY
Share capital 6 10,312 10,312
Share premium 223,299 223,299
Other reserves 7,484 7,484
Retained losses (241,272) (240,743)
-------------- -------------
Total Equity (177) 352
-------------- -------------
UNAUDITED STATEMENTS OF CHANGES IN EQUITY FOR THE SIX MONTHSED
31 MAY 2018
Share Share Other reserves Retained losses Total shareholders'
capital premium equity
GBP'000s GBP'000s GBP'000s GBP'000s GBP'000s
--------- ---------- --------------- ---------------- --------------------
As at 1 October
2016 10,312 223,299 12,787 (235,246) 11,152
Loss for the
period - - - (10,800) (10,800)
--------- ---------- --------------- ---------------- --------------------
Total comprehensive
(loss) for
the period - - - (10,800) (10,800)
--------- ---------- --------------- ---------------- --------------------
Redemption
of Convertible
Note - - (5,303) 5,303 -
--------- ---------- --------------- ---------------- --------------------
Transactions
with owners,
recognised
directly in
equity - - (5,303) 5,303 -
--------- ---------- --------------- ---------------- --------------------
Balance at
30 November
2017 10,312 223,299 7,484 (240,743) 352
--------- ---------- --------------- ---------------- --------------------
As at 1 December
2017 10,312 223,299 7,484 (240,743) 352
Loss for the
period - - - (529) (529)
--------- ---------- --------------- ---------------- --------------------
Total comprehensive
income - - - (529) (529)
Balance at
31 May 2018 10,312 223,299 7,484 (241,272) (177)
========= ========== =============== ================ ====================
UNAUDITED STATEMENT OF CASH FLOW FOR THE SIX MONTHSED
31 MAY 2018
14 months
Ended
Half-year 30 Nov 2017
ended
31 May 2018 (Audited)
(Unaudited) GBP'000s
GBP'000s
Note
Operating activities
Loss for the period before tax (325) (12,699)
Restructuring expenses 135 -
Net finance expense - 7,073
Impairment of subsidiary - 10,998
Impairment of JV - (900)
Gain on discharge of Convertible
Loan Notes - (4,922)
-------------- -------------
(190) (450)
Adjustment for:
Decrease/(Increase) in receivables 62 4,788
Increase/(decrease) in payables (22) (187)
-------------- -------------
Net cash provided by/(used in)
operating activities (150) 4,151
-------------- -------------
Investing activities
Cash disposed on sale of subsidiaries (204) -
Proceeds from sale of subsidiaries - 2,835
Net cash provided by/(used in)
investing activities (204) 2,835
-------------- -------------
Financing activities
Interest paid on Convertible
Notes - (3,900)
Discharge of Convertible Notes - (2,835)
Unsecured convertible notes 300 -
-------------- -------------
Net cash provided by/(used in)
financing 300 (6,735)
-------------- -------------
Increase /(decrease) in cash
and cash equivalents (54) 251
Cash and cash equivalents at
beginning of the period 357 106
-------------- -------------
Cash and cash equivalents at
the end of the period 303 357
-------------- -------------
NOTES TO THE UNAUDITED HALF-YEARLY FINANCIAL REPORT FOR THE SIX
MONTHSED 31 MAY 2018
1. General information
LB-Shell plc ('the Company' or 'LB-Shell') is domiciled in
England.
In October 2017 the Company completed the sale of its
subsidiaries. As such the last set of audited financial statements,
covering the fourteen month period ended 30 November 2017,
incorporated only the parent company's accounts. These condensed
half-year accounts of the Company for the six months ended 31 May
2018 also incorporates only the parent company's accounts.
The condensed half-year accounts for the period to 31 May 2018
are unaudited. In the opinion of the Directors the condensed
half-year accounts for the period presents fairly the financial
position, and results from operations and cash flows for the period
in conformity with the generally accepted accounting principles
consistently applied. In addition the directors have formed the
view that the previously issued unaudited condensed consolidated
accounts for the six month period ended 31 March 2017 are not
comparable to the current parent company accounts for the six month
period ended 31 May 2018. Accordingly the comparatives contained in
this report consist of only the audited parent company accounts for
the fourteen month period ended 30 November 2017.
The comparatives for the financial period for the fourteen
months ended 30 November 2017 are not the Company's full statutory
accounts for that financial period. A copy of the statutory
accounts for that financial period has been delivered to the
Registrar of Companies. The auditors' report on those accounts was
unqualified and did not contain a statement under section 498 (2) -
(3) of the Companies Act 2006.
The financial information contained in this half-year report
does not constitute statutory accounts as defined by section 434 of
the Companies Act 2006.
2. Accounting policies
The condensed half-year accounts have been prepared using
policies based on International Financial Reporting Standards (IFRS
and IFRIC interpretations) issued by the International Accounting
Standards Board ("IASB") as adopted for use in the EU. The
condensed half-year accounts have been prepared using the
accounting policies which are expected to be applied in the
Company's statutory financial statements for the year ending 30
November 2018.
Basis of preparation and going concern
At 31 May 2018 the Company had recently completed a convertible
note issue raising GBP300,000 in fresh funding. A further
GBP135,000 in convertible notes in settlement of fees and
associated obligations relating to the refinancing of the Company
were also issued.
The existing cash funds provide the Group with sufficient
available cash resources to meet all of its commitments for the
next 12 months and, accordingly these condensed half-year accounts
are prepared on a going concern basis.
Standards, amendments and interpretations effective in 2017:
The accounting policies adopted in the preparation of these
financial statements are consistent with those followed in the
preparation of the prior year's financial statements except for the
adoption of new standards and interpretations effective as of 1
December 2017. The Company has not early adopted any other
standard, interpretation or amendment that has been issued but is
not yet effective:
-- IFRS 16 - Leases (Effective 1 January 2019)
No pronouncements are expected to have a material impact on the
Company's earnings or shareholders' funds.
3. Discontinued operations
On 25 October 2017 the Company completed the sale of the various
subsidiaries that owned all of the Group's operating business and
assets. Full details of this transaction are disclosed in the
Company's Financial Statements for the fourteen months ended 30
November 2017.
In accordance with the October 2017 sale agreement all surplus
cash on hand immediately prior to the Company's being externally
re-financed (GBP203,682) was returned to MEL in May 2018.
4. Loss per share
The basic loss per share has been calculated using the loss for
the financial period of GBP529,000 (fourteen months ended 30
November 2017: GBP10,800,000).
The weighted average number of shares on issue for the period
has been calculated on the basis 206,239,331 ordinary shares on
issue.
A separate diluted loss per share has not been calculated
because any potentially dilutive shares would decrease the basic
loss per share, thus being anti-dilutive.
5. Borrowings
Half-year 14 months
ended Ended
31 May 2018 30 Nov 2017
(Unaudited) (Audited)
GBP'000s GBP'000s
Opening balance - 21,750
Movements in period (435) (21,750)
------------- -------------
Closing balance (435) -
------------- -------------
In October 2017 in conjunction with the Company selling its
operating business and assets all previous convertible debt was
extinguished.
In May 2018 new interest free unsecured convertible notes were
issued to both re-capitalise the Company and in settlement of fees
and associated obligations relating to the refinancing of the
Company. These notes are convertible into ordinary shares at a
conversion price of GBP0.00025.
6. Share capital
Half-year 14 months
ended Ended
31 May 2018 30 Nov 2017
(Unaudited) (Audited)
GBP'000s GBP'000s
Allotted, called up and
fully paid share capital 10,312 10,312
------------- -------------
As at period end the Company had 206,239,331 ordinary shares in
issue. There has been no change to the number of ordinary shares in
issue during the reported periods.
7. Events after the period end date
There were no significant events after the period end date other
than:
-- In June 2018 the share capital of the Company was sub-divided
by each Ordinary Share being divided into one New Ordinary Share of
GBP0.0001 each and one Deferred Share of GBP0.0499 each. The New
Ordinary Shares carry the same rights as to voting, distributions
and participant on a liquidation or winding up of the Company as
were attached to the prior existing Ordinary Shares. The Deferred
Shares do not entitle Shareholders 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.
-- In June 2018 the Company issued 41,247,668 ordinary shares
following the conversion of unsecured convertible notes to the
value of GBP10,312.
-- In July 2018 the Company received a Letter of Claim (the
"Letter") from lawyers representing certain shareholders of the
Company, in relation to activities of the Company in the period
before the appointment of the current Board. Specifically, the
matters referred to in the Letter relate to the conduct of the IPO
of Intelligent Energy Holdings ("IEH plc"), the former name of
LB-Shell plc, in July 2014 and the subsequent sale of substantially
all of the business and assets of IEH plc to Meditor Energy Limited
in October 2017. The directors believe that the receipt of this
Letter may create a material uncertainty which could cast doubt on
the Company's ability to continue with its planned financial
reconstruction and acquisition strategy. Legal advice in relation
to this claim is being sought.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR PGUBURUPRGPG
(END) Dow Jones Newswires
August 21, 2018 08:13 ET (12:13 GMT)
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