TIDMONE
RNS Number : 1232G
One Delta PLC
01 May 2014
1 May 2014
One Delta plc
("One Delta" or the "Company")
Audited Financial Statements for the year ended 30 November
2013
One Delta (AIM: ONE), which has conditionally agreed to acquire
digital social media audio platform, Audioboo Limited ("Audioboo"),
announces its audited financial results for the year ended 30
November 2013. The results show a loss before tax of GBP0.55
million on turnover of GBP0.02million.
Post-period end highlights
-- Secured funding for investment and development purposes of GBP3.5 million
-- Increased stake in One Delta Limited ("ODL") to 94.7%
-- Entered into a conditional agreement to acquire the entire
issued share capital of Audioboo by the issue of 174,537,998 new
shares and warrants to subscribe for a further 18,003,696 shares at
1.5p
About Audioboo
-- Social media audio platform that allows professional and
amateur content producers to create and broadcast audio content
-- Current channel partners include the BBC, the Telegraph and
Guardian newspapers, and the Premier League
-- 2.4 million registered users
Roger Maddock, Chairman of One Delta, commented:"The Company is
now well positioned with cash reserves and subsidiaries to develop
its investments. It is proposed that new members will join the
Board as directors as a result of the acquisition of Audioboo and
that the funding will be used to take the Audioboo product to its
next stage and increase its market penetration and user base.
"Audioboo is a fast growing Social Media technology company
which can be best described as the audio equivalent of YouTube.
With the market for Social Media continuing to experience rapid and
substantial growth on a global scale, Audioboo has identified many
opportunities to enhance Shareholder value.
"The Board is mindful of the possibilities afforded by the
existing ODL business and will continue to review the opportunities
provided by the strategies partnerships and business leads."
Enquiries:
One Delta plc www.onedeltaplc.com
Roger Maddock, Chairman Tel: 01534 753 400
Roger King, Director
Arden Partners plc Tel: 020 7614 5929
Chris Hardie, Corporate Finance
Walbrook PR Tel: 020 7933 8780 or onedelta@walbrookpr.com
Paul McManus Mob: 07980 541 893
Bob Huxford Mob: 07747 635 908
Chairman's Statement
I am pleased to present the audited results for the year ended
30 November 2013.
In its interim financial statements, announced on 29 August
2013, I reported that the Company had the ability to consider other
opportunities into which it might wish to diversify. I am pleased
to report that, having taken advantage of certain of these
opportunities, the Company is entering a new era.
Since November 2013, it has secured funding for investment and
development purposes of GBP3.5 million (see below) and increased
its stake in One Delta Limited ("ODL") to 94.6% (see below). It has
also entered into a conditional agreement to acquire the entire
issued share capital of Audioboo Limited ("Audioboo").
Issue of Shares
Since the year end the Company has raised a total of GBP3.58
million. In November 2013 it issued 15,000,000 shares held in
treasury, raising GBP80,000 and in March 2014 a further 254.4
million shares were issued raising GBP3.5 million.
These capital raisings were undertaken pursuant to the Company's
revised strategy, as set out in the Notice of General Meeting
posted to shareholders on 3 December 2013 and approved by
shareholders at the General Meeting on 18 December 2013. The
response from both new and existing investors to the capital raises
and the new strategy has proved very positive.
Expansion of Business
As announced on 1 May 2014 the Company has entered into a share
purchase agreement that, subject to shareholder approval, will
result in the acquisition of 100% of Audioboo.
Audioboo is a social media audio platform that allows
professional and amateur content producers to create and broadcast
audio content. Audioboo's current channel partners include the BBC,
the Telegraph and Guardian newspapers and the Premier League.
Audioboo has 2.3 million registered users.
The consideration payable by the Company in respect of the
Acquisition amounts to 174,537,998 new shares and warrants to
subscribe for a further 18,003,696 shares at 1.5p. This is being
treated as a reverse takeover pursuant to Rule 14 of the AIM Rules
for Companies. As a result the Acquisition requires the approval of
shareholders and an Admission Document dated 1 May 2014 has been
sent to shareholders with these financial statements for their
consideration together with a notice of the Annual General Meeting
to be held on 19 May 2014.
In accordance with AIM Rules relating to such an acquisition the
Company requested the suspension of trading in its shares during
the period of the negotiations of the reverse takeover. This period
of suspension is expected to end on 2 May 2014, being the day
following the announcement of the Acquisition.
If the Acquisition receives shareholder consent it is proposed
that three new Directors will join the Board. Robert Proctor, CEO
of Audioboo, Rodger Sargent and Simon Cole will be appointed.
Financial Performance
In the year to 30 November 2013 the results show a turnover of
GBP22,022 and losses of GBP546,660 (predominantly the result of a
goodwill write-down relating to ODL).
Throughout the reporting period the Company continued to support
ODL in its effort to develop product likely to prove attractive to
companies operating in the UK fencing sector. The limited budget
and resources available made this a difficult task, as is reflected
in the annual results but ODL continues to pursue a number of
opportunities which might prove to be worthwhile and continues to
be operated on a tight budget.
Outlook
The Company is now well positioned with cash reserves and
subsidiaries to develop its investments.
It is proposed that new members will join the Board as directors
as a result of the acquisition of Audioboo and that the funding
will be used to take the Audioboo product to its next stage and
increase the market penetration and user base. The Board is mindful
of the possibilities afforded by the existing ODL business and will
review the opportunities provided by the strategies partnerships
and business leads.
Roger Maddock
Chairman
1 May 2014
Consolidated Statement of Comprehensive Income
Group Group Fourteen
Year ended months ended
30 November 30 November
2013 2012
Note GBP GBP
Revenue 22,022 33,318
Cost of sales (14,700) (39,773)
Gross profit/(loss) 7,322 (6,455)
Other income 5,667 478
Rental expenses 4 (8,546) (11,054)
Other administrative
expenses (246,103) (753,571)
Impairment of goodwill (295,000) (1,135,755)
Amortisation of intangible
asset 4 (10,000) (10,000)
Net loss on ordinary
activities
before taxation (546,660) (1,916,357)
Tax expense - -
Net loss and total
comprehensive income (546,660) (1,916,357)
Attributable to:
Owners of the Company (513,274) (1,916,357)
Non-controlling interest (33,386) -
(546,660) (1,916,357)
Basic (loss) per share
(pence) 2 (1.7) (7.3)
Diluted (loss) per
share (pence) 2 (1.7) (7.3)
Company Statement of Comprehensive Income
Company Company Fourteen
Year ended months ended
30 November 30 November
2013 2012
Note GBP GBP
Revenue - -
Cost of sales - -
Gross profit/(loss) - -
Other income 5,685 -
Rental expenses 4
Other administrative
expenses (181,708) (530,868)
Impairment of investment
in subsidiary (295,000) (1,360,000)
Amortisation of intangible
asset 4 (10,000) -
Net loss on ordinary
activities
before taxation (481,023) (1,890,868)
Tax expense - -
Net loss and total
comprehensive income (481,023) (1,890,868)
Attributable to:
Owners of the Company (481,023) (1,890,868)
Non-controlling interest -
(481,023) (1,890,868)
Basic (loss) per share
(pence) 2 (1.5) (7.2)
Diluted (loss) per
share (pence) 2 (1.5) (7.2)
Consolidated Statement of
Financial
Position
30 November 30 November
2013 2012
Notes GBP GBP
Non-current assets
Goodwill 10 5,000 300,000
Intangible asset 10 30,000 40,000
35,000 340,000
Current assets
Inventory 6,390 16,818
Other receivables 6 20,097 15,708
Cash and cash equivalents 1(i) 73,040 149,750
99,527 182,276
Liabilities - amounts falling
due within one year
Other payables 7 (133,110) (54,199)
Net current (liabilities)/assets (33,583) 128,077
Total net assets 1,417 468,077
Equity
Stated capital 8 5,406,952 5,326,952
Capital reserve 11 (706,395) (706,395)
Issue costs reserve 11 (679,868) (679,868)
Revenue reserve (3,973,448) (3,472,612)
Equity attributable to owners
of the Company 47,241 468,077
Non-controlling interest (45,824) -
Total equity 1,417 468,077
Company Statement of Financial Position 30 November 30 November
2013 2012
Notes GBP GBP
Non-current assets
Investment in subsidiaries 9 35,002 340,000
Current assets
Other receivables 6 107,200 63,200
Cash and cash equivalents 71,303 125,733
178,503 188,933
Liabilities - amounts falling due
within one year
Other payables 7 (120,962) (35,367)
Net current assets 57,541 153,566
Total net assets 92,543 493,566
Equity
Stated capital 8 5,406,952 5,326,952
Capital reserve 11 (706,395) (706,395)
Issue costs reserve (679,868) (679,868)
Revenue reserve (3,928,146) (3,447,123)
Total shareholders' funds (all equity) 92,543 493,566
Consolidated Statement of Cash Flows
Group Group
Year ended Fourteen months
30 November ended 30 November
2013 2012
Notes GBP GBP
Net cash outflow from operating activities 12 (146,710) (579,667)
Cash flow from investing activities
Cash from acquisition of subsidiary - 107,832
Net cash inflow from investing activities - 107,832
Decrease in cash before financing (146,710) (471,835)
Cash flow from financing activities
Shares issued 70,000 223,750
Loan payments received / (issued) - 87,739
Net cash inflow from financing activities 70,000 311,489
Net decrease in cash and cash equivalents (76,710) (160,346)
Cash and cash equivalents at the
start of the period 149,750 310,096
Cash and cash equivalents at the
end of the period 73,040 149,750
Company Statement of Cash Flows
Company Company
Year ended Fourteen months
30 November ended 30 November
2013 2012
Notes GBP GBP
Net cash outflow from operating activities 12 (87,230) (329,913)
Decrease in cash before financing (87,230) (329,913)
Cash flow from financing activities
Shares issued 70,000 208,750
Loan payments received / (issued) (37,200) (63,200)
Net cash inflow from financing activities 32,800 145,550
Net decrease in cash and cash equivalents (54,430) (184,363)
Cash and cash equivalents at the
start of the period 125,733 310,096
Cash and cash equivalents at the
end of the period 71,303 125,733
Consolidated
Statement
of Changes in
Equity
Issue Non-controlling
Stated Capital costs Revenue interest Total
capital reserve reserve reserve Total equity
GBP GBP GBP GBP GBP GBP GBP
For the year ended
30 November 2013
At 1 December
2012 5,326,952 (706,395) (679,868) (3,472,612) 468,077 - 468,077
Loss for the year - - - (513,274) (513,274) (33,386) (546,660)
Issue of
participation
shares 80,000 - - - 80,000 - 80,000
Transfer to
non-controlling
interest - - - 12,438 12,438 (12,438) -
At 30 November
2013 5,406,952 (706,395) (679,868) (3,973,448) 47,241 (45,824) 1,417
For the fourteen
months ended
30 November 2012
At 1 October 2011 3,208,910 (706,395) (679,868) (1,556,255) 266,392 - 266,392
Loss for the period - - - (1,916,357) (1,916,357) - (1,916,357)
Issue of fee shares 209,292 - - - 209,292 - 209,292
Issue of
consolidation
shares 1,700,000 - - - 1,700,000 - 1,700,000
Issue of
participation
shares 208,750 - - - 208,750 - 208,750
At 30 November
2012 5,326,952 (706,395) (679,868) (3,472,612) 468,077 - 468,077
Company Statement
of Changes in Equity
Stated Capital Issue costs Revenue
capital reserve reserve reserve Total
GBP GBP GBP GBP GBP
For the year ended
30 November 2013
At 1 December 2012 5,326,952 (706,395) (679,868) (3,447,123) (493,566)
Loss for the year - - - (481,023) (481,023)
Issue of participation
shares 80,000 - - - 80,000
At 30 November 2013 5,406,952 (706,395) (679,868) (3,928,146) 92,543
For the fourteen
months ended
30 November 2012
At 1 October 2011 3,208,910 (706,395) (679,868) (1,556,255) 266,392
Loss for the period - - - (1,890,868) (1,890,868)
Issue of fee shares 209,292 - - - 209,292
Issue of consolidation
shares 1,700,000 - - - 1,700,000
Issue of participation
shares 208,750 - - - 208,750
At 30 November 2012 5,326,952 (706,395) (679,868) (3,447,123) 493,566
Notes to the financial statements
1. Accounting policies
(a) Basis of preparation
The consolidated financial statements have been prepared under
the historical cost convention, as modified to include
revaluations, 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.
Following the group restructuring carried out after the year end
and a review of the business plan and related commitments, the
Directors have concluded that the Group has adequate financial
resources to continue in operational existence for the foreseeable
future and therefore continue to adopt the going concern basis in
preparing the financial statements.
(b) Basis of consolidation
The accompanying financial statements and related notes present
the consolidated financial position as of 30 November 2013 and the
consolidated cash flows and comprehensive income for the year ended
30 November 2013. The results of subsidiaries acquired during the
year are included in the consolidated statement of comprehensive
income from the effective date of acquisition. Where necessary,
adjustments are made to the results and balances of the subsidiary
to bring their accounting policies into line with those used by the
Group. All intercompany transactions have been eliminated.
(c) Intangible assets
Intangible assets are initially recognised at cost. Patents and
trade-marks and development and other costs are then amortised over
their useful economic lives which are assessed to be 5 years.
Goodwill is not amortised but is subject to an annual impairment
test.
(d) Estimates and judgments
The preparation of financial statements requires management to
make judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ
from these estimates.
The most significant estimate for the company relates to the
carrying value of the investment and this is disclosed further in
note 9. Based on the current financial performance and future
prospects of One Delta Ltd management have decided to impair the
investment to GBP35,000, this represents the maximum potential
additional impairment.
The most significant estimate for the group relates to the
valuation of the goodwill and intangible assets and this is
disclosed further in note 10. Based on the current financial
performance and future prospects of One Delta Ltd, upon whose
acquisition the goodwill arose, management have decided to impair
the goodwill to GBP5,000 which represents the maximum potential
additional impairment. Management continues to seek to develop the
intellectual property of One Delta Ltd, represented by the
intangible assets, and remain of the opinion that a five year
useful life is appropriate. The intangible assets are valued at
GBP30,000 and this represents the maximum potential additional
write down should a successful development fail to occur.
(e) Inventory
Inventory is stated at the lower of cost and net realisable
value on a FIFO basis.
(f) Currency
The results and financial position of the Group and Company are
expressed in Pounds Sterling, which is the functional and
presentational currency of all group companies. There were no
foreign currency transactions during the current or previous
financial periods.
(g) Receivables
Receivables are of a short-term nature and are accordingly
stated at their nominal value as reduced by appropriate allowances
for estimated irrecoverable amounts.
(h) Share capital
Founder shares
Founder shares are classified as equity. Founder shares are not
eligible for participation in Company investments and carry no
voting rights at general meetings of the Company.
Participating shares
Participating shares are classified as equity. Participating
shares are eligible for participation in Company investments and
carry voting rights at general meetings of the Company.
(i) Cash and cash equivalents
Cash and cash equivalents in the Consolidated and Company
Statement of Financial Position comprise cash at banks with an
original maturity of three months or less.
(j) Loans and receivables
Loans and receivables are shown on a recoverable basis.
Receivables are of a short-term nature and are accordingly stated
at their nominal value as reduced by appropriate allowances for
estimated irrecoverable amounts.
(k) Rounding
Figures presented in the financial statements are rounded to the
nearest one Pound Sterling.
(l) Revenue recognition
Income from sales is measured on an accruals basis in respect of
goods supplied during the year exclusive of Value Added Tax.
(m) Changes in accounting policies
As at the date of approval of these financial statements some
standards and interpretations (not listed out in view of their lack
of materiality) were in issue but not yet effective. The Directors
expect that the adoption of these standards and interpretations in
future accounting periods will not have a material impact on the
Group or Company's results.
2. Loss per share
Basic earnings per share amounts are calculated by dividing the
net loss for the year attributable to ordinary equity holders of
the Company by the weighted average number of participating shares
outstanding during the year.
Basic and Diluted earnings per share are the same as there are
no instruments in issue other than the shares used in calculating
Basic earnings per share.
The following reflects the income and share data used in the
basic earnings per share computation:
Group
Year ended Company Group Company
30 Year ended Year ended Year ended
November 30 November 30 November 30 November
2013 2013 2012 2012
Loss attributable to ordinary
shareholders GBP(546,660) GBP(481,023) GBP(1,916,357) GBP(1,916,357)
Weighted average of shares
in issue 21,464,767 21,464,767 26,366,056 26,366,056
Basic and diluted loss per
share (2.5)p (2.2)p (7.3)p (7.3)p
3. Operating segment
The subsidiary company, One Delta Limited, is currently in the
early stages of developing its technology and hence only has one
operating and geographical segment.
4. Other operating expenses
The loss for the year is stated after charging the
following:
Group Group Company
Year ended Company Fourteen Fourteen
30 Year ended months ended months ended
November 30 November 30 November 30 November
2013 2013 2012 2012
GBP GBP GBP GBP
Loss on part disposal of - 165,172 - -
subsidiary
Impairment of goodwill /
investment in subsidiary 295,000 139,828 1,135,755 1,360,000
Amortisation of intangible
assets 10,000 - 10,000 -
Director loans written off 3,529 - 80,509 -
Wages and salaries 37,314 - 69,945 -
Research and development - - 16,386 -
Auditors' fees - for audit
services 21,950 14,450 20,300 17,900
Other amounts due to auditors - - 3,600 3,600
Consultancy fees 35,690 35,400 - -
Directors' remuneration 31,860 31,860 62,616 62,616
Cost of inventories sold 14,700 - 39,773 -
Rental expenses 8,546 - 11,054 -
Acquisition costs - - 227,129 227,129
5. Taxation
Profits arising in the Company for the 2013 Year of Assessment
will be subject to Jersey Income Tax at the rate of Nil per cent
(2012: Nil per cent).
Fourteen
months
Year ended ended
30 November 30 November
2013 2012
Reconciliation of taxable profit GBP GBP
Net loss before taxation (546,660) (1,916,357)
Adjustment for disallowable income
and expenses (546,660) (1,916,357)
Taxable profit - -
6. Other receivables
Group Group Company Company
30 November 30 November 30 November 30 November
2013 2012 2013 2012
GBP GBP GBP GBP
Amounts due from subsidiary
undertaking - - 97,200 60,000
Accounts receivable 20,097 15,708 10,000 3,200
20,097 15,708 107,200 63,200
No receivables are impaired or past due.
7. Other payables
Group Group Company Company
30 November 30 November 30 November 30 November
2013 2012 2013 2012
Trade payables 22,583 - 17,935 -
Accruals 93,648 37,320 86,148 18,488
Tax 16,879 16,879 16,879 16,879
133,110 54,199 120,962 35,367
Trade payables and accruals principally comprise amounts
outstanding for trade purchases and ongoing costs.
Group Group Company Company
30 November 30 November 30 November 30 November
2013 2012 2013 2012
Other payables are due for
settlement in the following
periods
Within 0 - 30 Days 30,471 19,620 25,823 7,988
Between 3 months and 1 year 102,639 34,579 95,139 27,379
133,110 54,199 120,962 35,367
8. Stated capital
The Company is a no par value ('NPV') company
30 November 30 November
2013 2012
Authorised: Number Number
Founder shares 10 10
99,999,990 participating shares 99,999,990 99,999,990
100,000,000 100,000,000
Issued and fully paid: Number Number
Founder shares 2 2
Participating shares 31,574,356 31,574,356
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) 3,446,875 275,750
On 23 December 2011 (iii) 1,778,649 142,292
At 30 November 2012 31,574,356 5,326,952
Note Number Share
of shares Capital
GBP
Opening balance at 1 December 2012 31,574,356 5,326,952
On 28 March 2013 (iv) (15,000,000) -
On 29 November 2013 (v) 15,000,000 80,000
At 30 November 2013 31,574,356 5,406,952
(i) Refer to note 9 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 shares at GBP0.08 per share.
(iii) On 23 December 2011, the Group issued 1,778,649 shares in
exchange for fees valued at GBP142,292 which were recognised
immediately in the statement of comprehensive income.
(iv) On 28 March 2013 the Company acquired 15,000,000 shares in
exchange for 57 shares in One Delta Limited (being 47.5%) and then
held in Treasury
(v) On 29 November 2013 the Company sold 15,000,000 shares out
of Treasury for a total consideration of GBP80,000.
(vi) On 17 March 2014 the Company issued 233,333,333 shares to
raise GBP3.5 million.
9. Investment in subsidiaries
The Company has the following investments in subsidiaries:
Country of Class of
Incorporation shares held %
England and
One Delta Limited Wales Ordinary 51.42%
England and
Fusion Delta Limited Wales Ordinary 100%
On 23 April 2013 the Company transferred 48.58% of One Delta
Limited to key employees and subsequently is 51.42% owned by One
Delta Plc.
The results of One Delta Limited are included within these
financial statements.
The Directors have re-assessed the cost of One Delta Limited to
include Intellectual Property at GBP50,000, to be amortised over 5
years, and have impaired the value of goodwill to GBP30,000 (see
note 10). Goodwill will be reviewed for impairment on an annual
basis.
GBP
1 October 2011 -
Acquisition of One Delta Ltd 1,700,000
Impairment (1,360,000)
30 November 2012 340,000
Disposal of 48.58% of One Delta
Ltd (165,172)
Impairment (139,828)
Acquisition of Fusion Delta Ltd 2
30 November 2013 35,002
10. Intangible assets
Included in the financial statements is Intellectual Property
which has an amortised carrying value of GBP30,000 at the year
end.
One Delta Limited has developed a portfolio of products that can
be produced from waste plastic. No similar products have been sold
therefore the valuation is based on known costs of GBP30,248 plus
some unaccounted costs.
Goodwill Patents and Development Total
trade-marks and other other
costs intangible
assets
Cost GBP GBP GBP GBP
Balance at 1 December
2012 1,435,755 7,020 42,980 50,000
Balance at 30 November
2013 1,435,755 7,020 42,980 50,000
Impairment and amortisation
Balance at 1 December
2012 1,135,755 1,404 8,596 (10,000)
Impairment for the year 295,000 - - -
Amortisation for the year - 1,404 8,596 (10,000)
Balance at 30 November
2013 1,430,755 2,808 17,192 (20,000)
Net book value
Balance at 1 December
2012 300,000 5,616 34,384 40,000
Balance at 30 November
2013 5,000 4,212 25,788 30,000
It has been estimated that the intangible asset has a useful
life of 5 years and is therefore being amortised on a straight line
basis at GBP10,000 per year with the carrying value at 30 November
2013 being GBP30,000.
The Directors have carefully considered both the record of sales
for the Company over the accounting period and the prospect for
sales in the future and consider that, in the light of the current
actual level of sales of instant sandbags and the potential for the
sale of specialist fencing to a major UK utility, the goodwill is
more reasonably be valued at GBP5,000 and hence an impairment
charge of GBP295,000 has been accounted for in the year ended 30
November 2013.
The amortisation and impairment charges are shown separately in
the Company Consolidated Statement of Comprehensive Income and
Consolidated Statement of Comprehensive Income.
There is only one cash generating unit thus the figures above
represent the total amortisation and impairment deductions for the
Company. The recoverable amount of goodwill is forecast to be
GBP5,000 and has been calculated with reference to its value in
use. The directors consider 12% to be appropriate for One Delta
Limited on the basis of the anticipated risk and return.
Management forecasts are based on a 5 year period with sales
expected to increase at 30% per annum until the trading year
2015/16 and at 50% per annum thereafter. Costs of sales are
expected to remain at a constant percentage of sales whilst other
costs are expected to increase at between 10% and 20% over the same
5 year period. Management have assumed that any future price rises
in cost of sales will be negated by the ability to purchase with
volume discounts.
The growth rates used in the value in use calculation reflect
the rates currently experienced in the construction sector.
11. Reserves
2013 2012
Capital Reserve GBP GBP
At 1 December 2012 and 30 November
2013 (706,395) (706,395)
The capital reserve arose from recognised losses on property
development and holding.
2013 2012
Issue Costs Reserve GBP GBP
At 1 December 2012 and 30 November
2013 (679,868) (679,868)
The issue costs reserve arose from expenses incurred on a share
issue in 2006.
12. Net cash outflow from operating activities
Group Fourteen
Group Company months ended Company Fourteen
Year ended Year ended 30 November months ended
30 November 30 November 2012 30 November
2013 2013 2012
GBP GBP GBP GBP
Rental income received 5,685 5,685 - -
Sales income 22,004 - 33,538 -
Other income - - 478 -
Cost of sales (14,700) - (15) -
Rental expenses - - (10,445) -
Other expenses (165,526) (92,915) (603,233) (329,913)
Movement in inventory 10,428 - - -
Movement in other receivables 2,082 - - -
Movement in other payables (6,683) - - -
Net cash outflow from
operating activities (146,710) (87,230) (579,667) (329,913)
13. Financial instruments
The Company's financial instruments comprise fixed interest
securities, cash balances and debtors and creditors that arise
directly from its operations, for example, in respect of sales and
purchases awaiting settlement, and debtors for accrued income.
The main risks the Company faces from its financial instruments
are (i) market price risk (comprising interest rate risk and other
price risk), (ii) liquidity risk and (iii) credit risk.
The Board regularly reviews and agrees on policies for managing
each of these risks. The policies for managing these risks are
summarised below and have been applied throughout the year. The
numerical disclosures exclude short-term receivables and
payables.
(i) Interest rate risk
Interest rate movements may affect: (i) the fair value of the
investments in fixed interest rate securities, and (ii) the level
of income receivable on cash deposits.
The interest rate profile of the Company excluding short term
receivables and payables at 30 November 2013 was as follows:
30 November 2013 Group
Non-interest Company
bearing Non-interest
GBP bearing
GBP
Assets
Intercompany loan - 97,200
Sterling cash deposit 73,040 71,303
Other receivables 20,097 -
93,137 168,503
30 November 2012 Group
Non-interest Company
bearing Non-interest
GBP bearing
GBP
Assets
Intercompany loan - 60,000
Sterling cash deposit 149,750 125,733
Other receivables 15,708 3,200
165,458 188,933
All assets above are due within one year. The intercompany loan
is interest free and payable on demand.
Interest rate sensitivity
We have assumed that interest rates are unlikely to change more
than 100 basis points over the next year. Likely changes in
interest rates would not have a material impact on the Company.
(ii) Liquidity risk
As at 30 November 2013 the Company did not have any significant
liabilities payable.
(iii) Credit risk
The Company places funds with third parties and is therefore
potentially at risk from the failure of any such third party of
which it is a creditor. The Company expects to place any such funds
on a short-term basis only and spread these over a number of
years.
Management has a credit policy in place and the exposure to
credit risk is monitored on an ongoing basis.
The Company's principal financial assets are fixed interest
securities, other receivables and cash and cash equivalents. The
maximum exposure of the Company to the credit risk is the carrying
amount of each class of financial assets.
The Company has a concentration of credit risk arising from cash
and cash equivalents which is all maintained with RBS
International, Jersey.
14. Related party transactions
The compensation of key management personnel, including the
Directors, is as follows:
2013 2012
GBP GBP
Director fees 31,860 1,616
Consultancy fees 35,400 -
Share based payments - 61,000
Roger King and Roger Maddock beneficially hold 583,973 shares
and 5,273,556 shares respectively and are Directors of the Company.
At 30 November 2013 Roger King and Roger Maddock were each due
GBP15,930.
Roger King is a Director of Anglo Saxon Trust Limited and AST
Secretaries Limited, who act as administrators and company
secretary respectively to the Company. Fees payable to Anglo Saxon
Trust Limited for administration and accountancy services and AST
Secretaries Limited for secretarial services during the year
amounted to GBP40,285 (2012:GBP46,200). Balances due to Anglo Saxon
Trust Limited at the year end amounted to GBP11,400 (2012:GBP2,093)
and no fees were payable to AST Secretaries Limited at the year end
(2012: Nil.)
At the year end One Delta Plc was owed GBP97,200 by One Delta
Ltd (2012: GBP60,000.) Subsequent to the year end the loan has been
capitalized and the Group's interest in the share capital of One
Delta Limited increased to 94.7%.
15. Ultimate controlling party
There is no one ultimate controlling party.
16. Capital management
As a result of the ability to issue, repurchase and resell
participating shares, the capital of the Company can vary depending
on subscriptions to the Company and repurchases by the Company. The
Company is not subject to externally imposed capital requirements
and has no restrictions on the issue, repurchase and resale of
participating shares. The primary objective of the Company's
capital management is to ensure that it retains sufficient
liquidity to enable it to meet its ongoing expense obligations in a
timely manner and to ensure that there is a reasonable buffer
amount available at any one time. The Company includes cash and
debtors in its resources to meet its objective and generally relies
on the cash flows from rental income to support this.
The Company is able to reduce its liquidity by returning cash to
the shareholders in the form of a dividend or, by redeeming a
portion of the Participating Shares in issue.
17. Events after the reporting period
Acquisition of Audioboo Limited
The Company has conditionally agreed to acquire Audioboo,
subject to shareholder approval. The consideration payable in
respect of the acquisition amounts to 174,537,998 new shares and
warrants to subscribe for a further 18,003,696 shares at 1.5p.
Audioboo is a social media, Software as a Service ("SaaS")
based, digital audio platform which enables the creation, broadcast
and consumption of audio content across multiple global media
platforms. The Directors believe that Audioboo's operations are
compatible with the investment objectives of the Company.
Audioboo was formed in 2009 and its digital audio platform
allows professional and amateur content producers to create and
broadcast audio content; the audio equivalent of YouTube. Users
listen to content via i) the Audioboo app or website; ii) embedded
Audioboo proprietary software within the content partner's website
and iii) social media sites such as Twitter and Facebook.
Financed by funds raised by the Company in March 2014, Audioboo
will seek to rapidly grow the volume of content through the
development of existing channels and the attraction of new content
partner relationships. Enhanced content and the consequent growth
of unique monthly listens from their current volume of 20 million
per month will position Audioboo as a key destination site for
users, social media partners and advertisers. Funds will also be
applied to upgrading back-end technology infrastructure to enhance
resilience, latency and capacity.
In view of the size and nature of the acquisition, which
constitutes a reverse takeover of the Company under the AIM Rules,
completion of the acquisition is conditional on receiving the
approval of shareholders on the Admission of the enlarged share
capital to AIM, such approval to be sought at the AGM.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR BLGDUGBGBGSB
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