TIDMRUBI
RNS Number : 6632S
Rubicon Diversified Investments PLC
24 November 2011
Rubicon Diversified Investments Plc ("The Company") Statement of
results for the year ended 30 June 2011
Rubicon Diversified Investments Plc (AIM: RUBI) announces its
results for the year ended 30 June 2011.
Highlights
-- Sale of Rubicon Software Limited for GBP140,000 plus
conversion of 9.3 million of the Company's shares into deferred
shares, in August 2011
-- Change of strategic direction as investment company
-- Placing of new shares to raise GBP400,000 announced in November 2011
For more information contact:
Rubicon Diversified Investments Plc www.rubicondiv.co.uk Robert
Burnham, Chairman - 07776 133421
WH Ireland Limited (Nominated Advisor and Broker) www.wh-ireland.co.uk John Wakefield - 0117 945 3420
Chairman's statement
Disposal of Rubicon Software Limited
As announced on 14 July 2011 and confirmed on 5 August 2011, the
Company sold its entire shareholding in Rubicon Software Limited
(RSL) to iAccel Limited, a company controlled by Alistair Hancock.
Consideration for the sale amounted to approximately GBP140,000 in
cash plus the conversion of 9,312,576 of the Company's shares
(representing approximately 21% of the Company's issued share
capital) held by Alistair Hancock, into deferred shares to which no
rights attach.
The rationale for the disposal was explained in some detail in
the announcement on 14 July 2011. In short, the Directors were of
the view that the prospects for RSL yielding a significant increase
in shareholder returns were small, and hence they believed that the
Company should take a new strategic course as an investment company
with a view to creating increased shareholder value through
diversifying into a new market sector or sectors offering more
visible growth potential.
This course of action was approved by shareholders at a general
meeting held on 5 August 2011 and the disposal was duly
completed.
Shortly afterwards, the Company's name was changed to Rubicon
Diversified Investments Plc, reflecting the change in strategic
direction.
Placing of shares
As announced on 18 November 2011, the Company has raised
GBP400,000 by way of a placing of 40,000,000 ordinary shares at 1p
per share with Lonrho PLC and certain individual investors. Of the
40,000,000 ordinary shares, the placing of 36,000,000 is
conditional on the passing of various resolutions at a general
meeting to be held on 13 December 2011.
The proceeds of the placing will be used to enable the Company
to undertake due diligence on identified potential acquisition
opportunities. More details of the placing and the resolutions to
be put before shareholders at the general meeting to be held on 13
December 2011 were given in the circular to shareholders dated 18
November 2011 which was sent to shareholders and is available for
download from the Company's website at www.rubicondiv.co.uk.
Financial results
As the disposal was completed after the year end the
accompanying Group financial statements include the results of RSL.
However, as the disposal was highly probable as at the period end,
those results are classified as discontinued activities.
The Group's loss for the year amounts to GBP43,000 (2010: profit
of GBP43,000) which includes profit from discontinued operations of
GBP25,000 (2010: GBP91,000).
Future plans and prospects
The Directors are investigating various investment opportunities
consistent with the Company's proposed new investing policy. On 18
November 2011 the Company announced its intention to focus on
investment opportunities in the aviation and aviation services
sector with a particular focus on Africa, subject to the new
investing policy being adopted by shareholders at the General
Meeting to be held on 13 December 2011.
We are confident that in the coming months, assisted by our new
shareholders and Board members, we will be able to identify one or
more suitable opportunities for acquisition, and we look forward to
building the Company into a significant participant in the global
aviation and aviation services sector with a particular focus on
Africa.
Robert Burnham
Chairman
23 November 2011
Consolidated statement of comprehensive
income
2011 2010
GBP'000 GBP'000
Continuing operations
Revenue - -
Operating charges (68) (48)
Operating loss 3 (68) (48)
Finance income - -
Finance charges - -
Loss from continuing activities before tax (68) (48)
Tax charge - -
Loss from continuing activities after tax (68) (48)
Profit from discontinued operations 2 25 91
-------------------------------------------------- ------- --------
(Loss)/profit and total comprehensive income
for the year (43) 43
================================================== ======= ========
(Loss)/profit per share (basic and diluted) Pence Pence
Continuing operations (0.16) (0.12)
Discontinued operations 0.06 0.22
Total (0.10) 0.10
-------------------------------------------------- -------- ----------
Consolidated balance sheet
2011 2010
GBP'000 GBP'000
Assets
Non-current assets
Trade and other receivables due after more
than one year - 328
Property, plant and equipment - 9
- 337
------------------------------------------- -------- --------
Current assets
Cash and cash equivalents 3 7
Trade and other receivables due within one
year 5 190
8 197
-------------------------------------------- --- ---
Assets held for sale 2431 -
------------------------------------------- --- ---
Total assets 439 534
============================================ === ===
Equity
Called up equity share capital 437 436
Share premium account 416 414
Share option reserve 14 17
Merger reserve 596 596
Retained earnings (1,266) (1,238)
Total equity 197 225
----------------------------------------- ------- -------
Liabilities
Non-current liabilities
Trade and other payables - 4
Current liabilities
Trade and other payables 29 305
Liabilities associated with assets held
for sale 2 213 -
----------------------------------------- ------- -------
Total liabilities 242 309
----------------------------------------- ------- -------
Total liabilities and equity 439 534
========================================= ======= =======
Consolidated cash flow statement
2011 2010
Operating activities GBP'000 GBP'000
Result for the year (43) 43
Impairment of intangible assets - 166
Amortisation of intangible assets - 60
Depreciation of property, plant and equipment 7 14
Change in trade and other receivables 106 (320)
Change in trade and other payables (5) 4
Share option charges 12 2
Cash flows from operating activities 77 (31)
Investing activities
Purchase of property, plant and equipment (7) (3)
Net cash used in investing activities (7) (3)
Financing activities
Proceeds from the issue of shares 3 35
Loans advanced - 61
Loans repaid (61) -
Finance lease payments (2) -
Interest paid - (1)
---------------------------------------------- -------- --------
Net cash movement from financing (60) 95
Net movement in cash 10 61
Opening cash balance 7 (54)
---------------------------------------------- -------- --------
Closing cash balance 17 7
============================================== ======== ========
Classified on the Group balance sheet as:
Cash and cash equivalents 3 7
Assets held for sale 214 -
--------------------------
Closing cash balance 17 7
==========================
Consolidated statement of changes in equity
Share
Share Share options Merger Retained Total
capital premium reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 July 2009 402 413 15 596 (1,281) 145
Share issues 34 1 - - - 35
Share based payments - - 2 - - 2
Transactions with owners 34 1 2 - - 37
Profit for the year and
total comprehensive income - - - - 43 43
----------------------------- --------- --------- ---------- --------- ---------- --------
Balance at 30 June 2010 436 414 17 596 (1,238) 225
============================= ========= ========= ========== ========= ========== ========
Balance at 1 July 2010 436 414 17 596 (1,238) 225
Share issues 1 2 - - - 3
Share based payments - - 12 - - 12
Share options lapsed - - (15) - 15 -
----------------------------- --------- --------- ---------- --------- ---------- --------
Transactions with owners 437 416 14 596 (1,223) 240
Loss for the year and
total comprehensive income - - - - (43) (43)
----------------------------- --------- --------- ---------- --------- ---------- --------
Balance at 30 June 2011 437 416 14 596 (1,266) 197
============================= ========= ========= ========== ========= ========== ========
Notes to the statement of results
1 Status of financial information
The financial information included in this statement does not
constitute statutory accounts within the meaning of section 434 of
the Companies Act 2006. The financial information has been derived
from the financial statements for the year which were approved on
23 November 2011, on which the auditors have given an unmodified
report.
The annual report and financial statements will be available on
the Company's website www.rubicondiv.co.uk from around 28 November
2011 and copies will be sent to shareholders on or around the same
date. The annual report includes notice of the Company's Annual
General Meeting which is to be held at Thomas Eggar LLP, 76 Shoe
Lane, London, EC4A 3JB, on 21 December 2011 at 13:30.
2 Discontinued operations
The Company sold its 100% shareholding in Rubicon Software
Limited (RSL) on 5 August 2011. The sale was highly probable at 30
June 2011, therefore the activities of RSL are classed as
discontinued operations and the associated assets and liabilities
are classified as held for sale in accordance with International
Financial Reporting Standard 5.
The amounts disclosed as discontinued in the income statement
relate solely to the operations of Rubicon Software Limited and are
analysed as follows:
2011 2010
GBP'000 GBP'000
Revenue 668 1,147
Other operating income 10 15
Operating charges (650) (1,068)
Finance costs (3) (2)
Tax - (1)
----------------- -----------------
Profit from discontinued activities 25 91
============ ============
Substantially all revenue arose in the United Kingdom and all is
attributable to the principal activity of consultancy and design,
development and provision of computer software. This activity was
discontinued on completion of the sale of RSL as described
above.
Amounts in the cash flow statement that relate to discontinued
activities are as follows:
2011 2010
GBP'000 GBP'000
Operating cash flows 72 (31)
Investing cash flows (6) (3)
Financing cash flows (63) 60
============ ============
Assets and liabilities classed as held for sale are analysed as
follows:
Assets:
Property, plant and equipment 8 -
Receivables 409 -
Cash and cash equivalents 14 -
----------------- -----------------
Assets held for sale 431 -
============ ============
Liabilities:
Trade and other payables 42 -
Accruals and deferred income 46 -
Loans 125 -
----------------- -----------------
Liabilities associated with assets held for
sale 213 -
============ ============
3 Operating loss
Operating loss is stated after charging:
2011 2010
GBP'000 GBP'000
Fees payable to the Company's auditor for:
* the audit of the Group's annual accounts 20 19
* tax services 4 4
============ ============
Amounts included in discontinued operations that require
separate disclosure are as follows:
Depreciation of property, plant and equipment
* owned 6 11
* leased
1 3
Property lease costs 135 49
Impairment of intangible assets - 60
Amortisation of intangible assets - 166
Share based payments 12 2
============ ============
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
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