TIDMONE
RNS Number : 5661G
One Delta PLC
29 June 2012
29 June 2012
One Delta plc
("One Delta" or the "Company")
Condensed unaudited interim financial statements for the six
months ended 31 March 2012
Chairman's Statement
I am pleased to present the unaudited results for the six months
ended 31 March 2012.
Since completing the transaction to acquire One Delta Limited on
12 January 2012; the Board and the executive management team have
been focused on developing the business to take advantage of the
structural changes that are occurring in the plastic recycling
sector.
The requirement for individuals and corporates to be more
environmentally focused and the need for tight cost controls are
increasing the value of the Company's IP, products and market
position in the growing plastic recycling sector. In addition,
landfill tax has now increased to GBP64 per tonne, which is putting
more pressure on waste management companies to maximize the volume
of material that is recycled. These incentives are continuing to
work in the Company's favourand this is being reflected in the
number of discussions with waste management companies, retailers
and recyclers.
The general economic pressures that we are currently facing
have, however, increased the sales cycles for innovative products,
such as those being introduced by the Company. The Company has
encouragingly been asked to quote on a number of projects and is
hopeful that it will convert these into revenue in the near
future.
Over the past year, One Delta Limited has made considerable
progress in securing test data and approvals necessary to secure
major contracts. Testing has been completed for fire, UV, thermal,
acoustic and ballistic. I am pleased to confirm all these tests
have now been successfully completed and we have particularly
positive results in two areas. Our PXP product showed particularly
high levels of performance in the acoustic and ballistic testing.
Testing to NATO military standard (STANAG 2920/V50) showed PXP
providing resistance to fragments travelling at 344 metres per
second. This provides the basis of using the Dale Fence to defend
against explosions. In the acoustic tests (BS EN ISO 717-1) the
Dale Fence achieved industry-leading performance at 36dB loss. This
opens up a range of applications including reducing noise pollution
from transport, building and live events.
Commercialising the products has been a major focus for the
Company with the launch of the Dale Fence at the Counter Terror
Expo in May this year. The Dale Fence and PXP were featured on
three companies' stands and led to a number of new customer and
partner enquiries. I am also pleased that International interest is
showing that One Delta will have a truly global market. The Company
has been approached by a number of companies to partner both in the
UK and overseas. Two agency agreements have been signed for Japan
and Denmark. In addition, products have been exhibited in Japan
recently resulting in requests for further samples and quotes. In
the UK, a number of business development associates have been
appointed to help develop sales in specific sectors.
I am pleased to inform shareholders that the Company has signed
its first order for the Dale Fence with Fresh Wharf Estates
[Limited] ("Fresh Wharf"), a major landowner and developer based in
Essex. Fresh Wharf has ordered 140m of fencing. The contract with
Fresh Wharf is strategically important as it is the first such
order for this product and provides proof of market acceptance for
the product. The Dale Fence offers a new, sustainable product for
security, crowd control, property and event management fencing. The
Company hopes to receive further orders of this nature in the short
to medium term.
As explained previously, the business model is to bring together
the best technology to turn waste plastics into valuable products.
As an early stage company we believe the best way to achieve this
is by working with partners who have access and experience of
markets. These commercial partners will accelerate the adoption of
the Company's products.
The Board maintains a close control on the costs of the Company
and costs remain in line with the management's expectations. As the
business converts sales and secures revenues from partner
relationships; the Company's low cost base will allow the maximum
amount to reach the bottom line.
I would like to record my thanks to the Company's advisory
board, which have provided sage advice and introductions, which
will benefit the future of the Company.
Sean Reel
Executive Chairman
29 June 2012
For further information please contact:
One Delta plc
Sean Reel, Executive Chairman Tel: +44 (0) 845 0945
623
Roger King, Executive Director Tel: +44 (0)1534 511
750
Merchant Securities Limited (Nominated Adviser and Broker)
Simon Clements / Virginia Bull Tel: +44 (0) 20 7628
2200
Statement of Comprehensive Income for the six months ended 31
March 2012
(unaudited) (unaudited) (audited)
Six months Six months Year ended
ended 31 ended 31 30 September
March 2012 March 2011 2011
Total
Notes GBP GBP GBP
Interest income 4 - 2,114 2,290
Rental income - 383 380
Investment management fee 5 - (6,182) (88,288)
Rental expenses - - (70)
Other income 3,036 51,800 15,795
Other expenses (310,260) - (201,362)
Net loss on ordinary activities
before taxation (307,926) 48,115 (271,255)
Taxation 2 - - -
Provision for winding down expenses - - 265,524
Net (loss) / profit and total
comprehensive income 3 (307,926) 48,115 (5,731)
------------ ------------ --------------
Basic (loss) / earnings per share
(pence) 3 (0.22) 2.2 (0.2)
------------ ------------ --------------
Notes
(a) The total column of this statement represents the profit and loss of the Company.
(b) The Company has no recognised gains or losses other than
those disclosed in the Statement of Comprehensive Income.
Statement of Financial Position for the six months ended 31
March 2012
(unaudited) (unaudited) (audited)
31 March 31 March 30 September
2012 2011 2011
Notes GBP GBP GBP
Non-current assets
Goodwill 1,468,981 - -
------------ ------------ --------------
Current assets
Other receivables 18,210 1,275 3,375
Loans 97,368 - -
Stock 16,478 - -
Cash and cash equivalents 332,004 1,688,243 310,096
------------ ------------ --------------
464,060 1,689,518 313,471
Creditors - amounts falling due
within one year
Other payables (65,825) (84,545) (47,079)
Net current assets 398,235 1,604,973 266,392
Total net assets 1,867,216 1,604,973 266,392
------------ ------------ --------------
Equity
Stated capital 6 5,117,660 4,493,645 3,208,910
Capital reserve (706,395) (706,395) (706,395)
Issue costs reserve (679,868) (679,868) (679,868)
Revenue reserve (1,864,181) (1,502,409) (1,556,255)
Total shareholders' funds (all
equity) 7 1,867,216 1,604,973 266,392
------------ ------------ --------------
Net asset value per share (pence) 7 5.9 72.0 5.2
Cash Flow Statement for the six months ended 31 March 2012
(unaudited) (unaudited) (audited)
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2012 2011 2011
GBP GBP GBP
Cash flow from operating activities
Cash received from insurance
claim - 1,099,997 -
Rental income received - 2,292 2,268
Deposit interest received - - 2,529
Other income 3,036 - 15,787
Investment management fees paid - - (88,288)
Rental expenses - - (70)
Other expenses (297,810) (201,138) (224,692)
------------ ------------ -------------
Net cash (outflow) / inflow from
operating activities (294,774) 901,151 (292,466)
Taxation paid - - -
Cash flow from investing activities
Cash from acquisition of subsidiary 107,832 - -
Interest income received - 2,321 2,529
Deposit recovered - - 1,099,997
------------ ------------ -------------
Net cash inflow from investing
activities 107,832 2,321 1,102,526
------------ ------------ -------------
(Decrease) / increase in cash
before financing (186,942) 903,472 810,060
------------ ------------ -------------
Cash flow from financing activities
Shares issued 213,750 - 150,000
Loans repaid (4,900) - -
Redemption of shares - - (1,434,735)
------------ ------------ -------------
Net cash inflow / (outflow) from
financing activities 208,850 - (1,284,735)
------------ ------------ -------------
Net increase / (decrease) in
cash and cash equivalents 21,908 903,472 (474,675)
Cash and cash equivalents at
the start of the period 310,096 784,771 784,771
Cash and cash equivalents at
the end of the period 332,004 1,688,243 310,096
------------ ------------ -------------
Statement of changes in equity for the six months ended 31 March
2012
Stated Capital costs Revenue
capital reserves reserve reserve Total
GBP GBP GBP GBP GBP
For the six months ended 31 March
2012 (unaudited)
At 1 October 2011 3,208,910 (706,395) (679,868) (1,556,255) 266,392
Loss for the period - - - (307,926) (307,926)
Acquisition of subsidiary 231,019 231,019
Issue of consolidation shares 1,700,000 - - 1,700,000
Issue of participation shares 208,750 - - - 208,750
At 31 March 2012 5,117,660 (706,395) (679,868) (1,864,181) 1,867,216
------------ ---------- ---------- ------------ ------------
For the six months ended 31 March
2011 (unaudited)
At 1 October 2010 4,493,645 (706,395) (679,868) (1,550,524) 1,556,858
Profit for the period - - - 48,115 48,115
At 31 March 2011 4,493,645 (706,395) (679,868) (1,502,409) 1,604,973
------------ ---------- ---------- ------------ ------------
For the year ended 30 September 2011
(audited)
At 1 October 2010 4,493,645 (706,395) (679,868) (1,550,524) 1,556,858
Redemption of shares (1,434,735) - - - (1,434,735)
Issue of participation shares 150,000 150,000
Loss for the year - - - (5,731) (5,731)
At 30 September 2011 3,208,910 (706,395) (679,868) (1,556,255) 266,392
------------ ---------- ---------- ------------ ------------
Notes to the financial statements
1. Accounting Policies
(a) Basis of preparation
The consolidated interim financial statements have been prepared
under the historical cost convention, as modified to include the
revaluation of quoted investments and investment properties and in
accordance with applicable Accounting Standards as adopted by the
European Union. Applicable Accounting Standards for these purposes
are International Financial Reporting Standards ("IFRS"), as
adopted by the European Union. The financial statements have not
been prepared using the Statement of Recommended Practice for
"Financial Statements of Investment Trust Companies" as the Company
holds no investments for the purpose of financial gain.
The interim financial information has been prepared in
accordance with IAS 34 "Interim financial reporting" as adopted by
the European Union. The standards have been applied consistently
except for the basis of consolidation.
(b) Basis of consolidation
The accompanying financial statements and related notes present
the consolidated financial position as of March 31, 2012 and the
consolidated results of the operations, cash flows, changes in
partners' capital, comprehensive income and changes in accumulated
other comprehensive income for the period ended March 31, 2012. All
significant intercompany transactions have been eliminated.
(c) Inventory
Inventory is valued at the lower of cost and net realisable
value.
(d) Incomplete accounting
The initial accounting for the business combination is still
incomplete as the directors are assessing the fair value of the
identifiable intangible assets acquired. These intangibles include
licenses to exploit patents.
2. (Loss) / earnings per share
Basic earnings per share amounts are calculated by dividing the
net loss for the period attributable to ordinary equity holders of
the Company by the weighted average number of participating
ordinary shares outstanding during the year.
Diluted earnings per share are not applicable to the Company,
since there is only one participating class of share issued by the
Company.
The following reflects the income and share data used in the
basic earnings per share computation:
March March September
2012 2011 2011
(Loss)/profit attributable to GBP(307,926) GBP15,547 GBP(5,731)
ordinary shareholders
Weighted average of shares in
issue 13,910,336 2,230,637 2,869,107
Basic (loss)/earnings per share (2.2)p 2.2p (0.2)p
3. Operating segment
The Company is currently in the early stages of developing its
technology and hence only has one operating segment.
4. Income
Six months Six months Year
ended ended ended
31 March 31 March 30 September
2012 2011 2011
GBP GBP GBP
Deposit interest - 2,114 2,290
Other income 3,036 51,800 15,795
Rental income - 383 380
----------- ----------- -------------
3,036 54,297 18,465
----------- ----------- -------------
5. Management fee
Six months Six months Year
ended ended Ended
31 March 31 March 30 September
2012 2011 2011
GBP GBP GBP
Management fee - 6,182 88,288
------------ ----------- -------------
The management fee is no longer applicable.
6. Stated capital
The Company is a no par value ('NPV') company
31 March 31 March 30 September
2012 2011 2011
Authorised: Number Number Number
Founder shares 10 10 10
99,999,990 participating shares 99,999,990 99,999,990 99,999,990
100,000,000 100,000,000 100,000,000
------------ ------------ -------------
Issued and fully paid: Number Number Number
Founder shares 2 2 2
Participating shares 31,574,356 2,230,637 5,098,830
------------ ------------ -------------
All costs associated with the issue of shares have been taken to
the issue costs reserve.
Note Number Share
of shares Capital
GBP
Opening balance at 1 October 2011 5,098,830 3,208,910
On 23 December 2011 (i) 21,250,002 1,700,000
On 23 December 2011 (ii) 3,446,875 208,750
On 23 December 2011 (iii) 1,778,649 -
------------ --------------
At 31 March 2012 31,574,356 5,117,660
------------ --------------
(i) Refer to note 7 for details of shares issued in acquisition of One Delta Limited.
(ii) On 23 December 2011, the Group made an Offer for
Subscription and raised GBP275,750 before
expenses by issuing 3,446,875 ordinary shares at GBP0.08 per
share.
(iii) On 23 December 2011, the Group issued 1,778,649 ordinary
shares in exchange for fees valued at GBP50,000.
7. Acquisition
On 23 December 2011 the Company acquired the entire shareholding
of One Delta Limited. The consideration of GBP1,700,000 was met by
the issue of 21,250,002 shares in One Delta plc. to the previous
shareholders of One Delta Limited. The results of One Delta Limited
are included within these financial statements.
GBP GBP
Cost 1,700,000
Cash 107,832
Accounts receivable 121,005
Accounts payable (15,218)
Inventory 17,400
---------
231,019
----------
Goodwill 1,468,981
----------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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