Final Results
August 29 2003 - 3:00AM
UK Regulatory
RNS Number:1510P
Corvus Capital Inc
29 August 2003
Date: 29 August 2003
Contacts: Ian Tickler
Corvus Capital, Inc. +41 223 108 202
Chris Steele
Holborn Public Relations 020 7929 5599
chris.steele@holbornpr.co.uk
CORVUS CAPITAL, INC. ("Corvus" or "the Company")
Preliminary results
This is the third annual report and accounts since the Company joined the
Alternative Investment Market ("AIM") in July 2000. There have been
considerable changes within the Company during the year including a complete
change of all board members, the appointment of new Nominated Advisor and
Broker. These changes have taken place so that there can be a shift in the
strategic objectives of the Company. In addition, the former agreements with
Highland Fund Advisors Limited have been terminated.
Historically, the Company has invested seed capital into technology based
private company start-ups and participated in the placing of shares in small
technology based AIM flotations. The economic climate for these companies has
been extremely difficult over the past two years and, as set out in the
Company's prospectus, the risk of failure has been high. Whilst a number of
these companies continue to trade, several have failed. The Company has
undertaken an active disposal programme of many of these investments and this
process is nearly complete.
It is the opinion of the new Board that the Company should move its focus
towards investing in companies with a more predictable cash flow profile and are
also able to establish a stable and cash generating businesses. The Company has
entered into initial discussions to acquire Fiduciary and Fund Management
businesses, which have a proven cash generating capacity. A refundable payment
of #250,000 has been made on account in respect of this potential acquisition,
and appears within debtors on the balance sheet.
RESULTS
In the year ended 28 February 2003, the Company incurred a loss before taxation
of #787,000 (2002: loss of #1,304,000). The results of the Company reflect net
provisions against future losses on investments of #333,000 and the
administrative costs of the Company, including contract termination arrangements
in respect of the previous directors. The current Board have agreed that no
fees will be charged by the directors until the first acquisition under the new
strategy is completed.
POST BALANCE SHEET EVENT
On 18 August 2003, the Company announced that it issued 700,000 new 5p Ordinary
shares in the Company at 6.5p per share to raise #45,500 before expenses.
OUTLOOK
The Board believes that the new strategy will provide a sound basis for future
growth of shareholder value.
PROFIT AND LOSS ACCOUNT
For the year ended 28 February 2003
2003 2002
Notes #000 #000
Administrative expenses (448) (318)
----------- -----------
Operating loss (448) (318)
Loss on disposal of fixed asset investments (11) -
Provision for loss on disposal of fixed asset investments (333) (1,015)
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LOSS ON ORDINARY ACTIVITIES BEFORE INTEREST (792) (1,333)
Interest receivable and similar income 6 29
Interest payable and similar charges (1) -
----------- -----------
LOSS ON ORDINARY ACTIVITIES BEFORE AND AFTER TAXATION (787) (1,304)
AND RETAINED LOSS FOR THE YEAR
Retained loss brought forward (1,950) (646)
----------- -----------
RETAINED LOSS CARRIED FORWARD (2,737) (1,950)
=========== ===========
Basic and diluted loss per ordinary share (5.51p) (9.13p)
There were no recognised gains or losses other than as shown above.
All amounts relate to continuing activities.
BALANCE SHEET
As at 28 February 2003
2003 2002
Notes #000 #000
FIXED ASSETS
Investments 4 186 1,131
CURRENT ASSETS
Debtors 264 10
Cash at bank and in hand 53 162
----------- -----------
317 172
CREDITORS: amounts falling due within one year (86) (99)
----------- -----------
NET CURRENT ASSETS 231 73
----------- -----------
TOTAL ASSETS LESS CURRENT LIABILITIES 417 1,204
=========== ===========
CAPITAL AND RESERVES
Called up share capital 714 714
Share premium account 2,440 2,440
Profit and loss account (2,737) (1,950)
----------- -----------
Equity shareholders' funds 417 1,204
=========== ===========
CASH FLOW STATEMENT
For the year ended 28 February 2003
2003 2002
Notes #000 #000 #000 #000
Net cash movement from
operating activities (702) (413)
RETURNS ON INVESTMENTS
Interest received 6 29
Interest paid (1) -
----------- -----------
NET CASH MOVEMENT FROM
RETURNS ON INVESTMENTS 5 29
CAPITAL ENPENDITURE AND
FINANCIAL INVESTMENT
Proceeds from sale of investments 501 -
Proceeds from sale of shares
in Silentpoint Plc 87 -
Purchase of investments - (298)
----------- -----------
NET CASH INFLOW/(OUTFLOW) FROM
INVESTING ACTIVITIES 588 (298)
----------- -----------
MOVEMENT IN CASH (109) (682)
=========== ===========
NOTES
For the year ended 28 February 2003
1. ACCOUNTING POLICIES
The Company was incorporated as a corporation in the British Virgin Islands,
which does not prescribe the adoption of any particular accounting framework.
Accordingly, the Board have resolved that the Company will follow UK Accounting
Standards and apply the Companies Act 1985 when preparing its annual financial
statements.
The principal accounting policies adopted by the Company are as follows:
Accounting convention
The financial statements are prepared under the historical cost convention and
in accordance with applicable accounting standards.
Investments
Fixed asset investments are stated at the lower of cost less any permanent
diminution in value or, if intended for immediate sale, at net realisable value.
These Accounts constitute non-statutory financial statements within the meaning
of section 240 of the Companies Act 1985. The financial information for the year
ended 28 February 2002 has been extracted from the Annual Report and Accounts
for that year. The auditor's report on those accounts was unqualified and did
not contain any statement under section 237(2) or (3) of the Companies Act 1985.
The directors are unable to declare a dividend.
2. TAXATION
The company is not subject to UK Corporation tax.
3. LOSS PER SHARE The calculation of the basic loss per share is based on
the loss on ordinary activities after taxation and on the weighted average
number of ordinary shares in issue during the period. Earnings and weighted
average number of shares used in the calculations are set out below:
Weighted
Average Loss
Loss number per share
#'000 of shares (pence)
Basic and diluted loss per share - 2003 (787) 14,280,000 (5.51)
Basic and diluted loss per share - 2002 (1,304) 14,280,000 (9.13)
The effect of all potential ordinary shares is antidilutive.
4. INVESTMENTS
The Company has the following fixed asset investments:
Listed and Unlisted
quoted investments Total
#000 #000 #000
Cost:
At 1 March 2002 1,661 1,300 2,961
Disposals (644) - (644)
----------- ----------- -----------
At 28 February 2003 1,017 1,300 2,317
----------- ----------- -----------
Provisions:
At 1 March 2002 530 1,300 1,830
Additions 420 - 420
Elimination on disposal (119) - (119)
----------- ----------- -----------
At 28 February 2003 831 1,300 2,131
----------- ----------- -----------
Net book value:
At 28 February 2003 186 - 186
=========== =========== ===========
At 1 March 2002 1,131 - 1,131
=========== =========== ===========
The market value of the investments as at 28 February 2003 was #410,000 (2002 -
#1,131,000).
During the year shares with a net book value of #525,000 were disposed of for
net proceeds of #514,000 realising a loss on disposal of #11,000.
Investments of the sort historically undertaken by the Company can involve a
high degree of business and financial risk which can result in substantial
losses. Among these are the risks associated with investments in emerging and
early-stage companies with little or no history of operations, companies
operating at a loss or with substantial variations in operating results from
period to period and companies with the need for additional capital to support
expansion or to achieve or maintain a competitive position. Additionally the
Company has invested in companies in rapidly changing, high-technology fields
and such companies may, therefore face special financial and operational risks.
Accordingly, there is a possibility that some of the Company's investments in
such companies may substantially decline in value. Specific provisions against
losses on future disposals of investments are made where considered appropriate.
5. related party transactions
The Company has entered into negotiations to acquire Regent Group Holdings
Limited ("Regent"), a British Virgin Island company in which I Tickler has an
interest in the share capital. A payment of #250,000 was made to the vendors of
Regent (the "Vendors") during the year towards the consideration on the eventual
acquisition. This amount is included within other debtors. In the event the
proposed acquisition is not completed by 28 February 2005 the Vendors have
undertaken to repay in full #250,000 to the Company.
ENDS
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END
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