TIDMBRDY
RNS Number : 2152A
Brady Exploration PLC
28 March 2012
Brady Exploration plc ("Brady" or the "Company")
Audited results for the 15 months ended 31 December 2011
__________________________________________________________________________________________
Main points
-- Former loss-making businesses sold
-- New investment policy to focus on the natural resources
sector
-- Share placing resulted in cash injection to facilitate
pursuit of new investment opportunities
-- Name changed to Brady Exploration plc from Capcon Holdings
plc
Brady Exploration plc, the natural resources focused investing
company, announces its audited results for the 15 months ended 31
December 2011.
Enquiries:
Brady Exploration plc
Alex Borrelli, Chairman +44 7747 020 600
Allenby Capital Limited
(Nominated adviser and joint broker)
Nick Naylor / Nick Athanas +44 20 3328 5656
Rivington Street Corporate Finance
(Joint broker)
Jon Levinson +44 20 7562 3357
Chairman's statement
I am pleased to report on the Company's results for the 15 month
period to 31 December 2011.
During the period under review, the Company disposed of its
loss-making trading activities in audit, stocktaking and
investigatory services to a company connected with two of its
former directors, Ken Dulieu and Paul Jackson, which was completed
and approved by shareholders on 26 October 2011. At the same time,
the Company raised gross proceeds of approximately GBP500,000
through a placing with new investors to be put towards the
implementation of a new investing policy.
Following the sale of the Company's entire trading operations it
became an Investing Company under the AIM Rules and the Company has
adopted an investing policy to invest in companies operating in the
natural resources sector, with a focus mainly, but not exclusively,
on the mining sector. The Company's name was also changed from
Capcon Holdings plc to Brady Exploration plc.
Ken Dulieu, Paul Jackson, Cliff Cavender and Jane Fowler stepped
down from the Board following shareholder approval of the disposal
and I would like to express my thanks to them for their
contribution to the Company. In addition, I would like to welcome
Nicholas Lee to the Board as a non-executive director. Nicholas
joined the Board on 26 October 2011.
The audited results for the period under review show a profit on
ordinary activities before taxation of GBP1.33 million and EPS of
6.4p reflecting a profit on the write-off of the intercompany
balances of GBP0.25 million and a profit on the disposal of
subsidiaries of GBP1.13m. The detailed results for the former
trading activities are not disclosed in either the period under
review or the comparative figures for the year ended 30 September
2010 as they were disposed of during the period. Net assets at 31
December 2011 amounted to GBP407,042 and cash balances at that date
were GBP463,816.
The Board believes that value can be generated for shareholders
through the implementation of the Company's investing policy
through investments or acquisitions, or a combination of both. Such
an acquisition or investment may be deemed to be a reverse takeover
transaction of the Company under the AIM Rules and would therefore
be subject to shareholders' approval.
We are currently considering a number of potential opportunities
within the natural resources sector although our discussions remain
at an early stage. We recognise that the Company has limited cash
resources but believe they are sufficient for us to implement the
initial stages of the Company's investing policy and, in the
meantime, we are maintaining tight control over costs.
I look forward to updating shareholders as we progress our
discussions and am confident that we can implement our investing
policy for the benefit of the Company and its shareholders.
Alex Borrelli
Chairman
28 March 2012
Brady Exploration plc
Profit and loss account for 15 months ended 31 December 2011
__________________________________________________________________________________________
15 months ended Year ended
Note 31 December 2011 30 September 2010
GBP GBP
Administrative expenses (50,735) -
_______ _______
Operating loss (50,735) -
Non operating exceptional items
Profit on disposal of subsidiary companies 3 1,381,412 -
_______ _______
Profit on ordinary activities before taxation 1,330,677 -
Interest payable and similar charges (121,928) (121,440)
_______ _______
Profit/(loss) on ordinary activities before taxation 1,208,749
(121,440)
Taxation on profit/(loss) from ordinary activities - -
_______ _______
Profit/(loss) on ordinary activities after taxation 1,208,749
(121,440)
_______ _______
All amounts relate to continuing activities.
All recognised gains and losses and other movements in
shareholders' funds are included in the profit and loss
account.
Earnings per share 2
Basic 6.4p (1.0p)
Diluted 5.8p (1.0p)
Balance sheet at 31 December 2011
__________________________________________________________________________________________
Note 2011 2011 2010 2010
GBP GBP GBP GBP
Fixed assets
Investments 3 - 50,000
Current assets
Debtors 13,592 -
Cash at bank and in hand 463,816 -
_______ _______
477,408 -
Creditors:
Amounts falling due within one year (70,366) (759,937)
_______ _______
Net current assets /(liabilities) 407,042 (759,937)
_______ _______
Total assets less current liabilities 407,042 (709,937)
Creditors
Amounts falling due after more than one year - (600,000)
_______ _______
Net assets/(liabilities) 407,042 (1,309,937)
_______ _______
Capital and reserves
Called up share capital 577,472 121,856
Share premium account 2,887,296 2,842,942
Share based payment reserve 8,260 -
Profit and loss account (3,065,986) (4,274,735)
_______ _______
Shareholders' funds/(deficit) 407,042 (1,309,937)
_______ _______
The financial statements were approved by the Board and
authorised for issue on 28 March 2012.
Alex Borrelli
Director
28 March 2012
Cash flow statement for the 15 months ended 31 December 2011
__________________________________________________________________________________________
Note 2011 2011 2010 2010
GBP GBP GBP GBP
Net cash outflow from operating activities (11,155) -
Returns on investments and
servicing of finance
Interest paid - -
_______ _______
Net cash inflow from returns on
investment and servicing of finance - -
Acquisitions and disposals
Sale of subsidiary company 1 -
_______ _______
Net cash inflow from capital expenditure
and financial investment 1 -
_______ _______
Cash outflow before financing (11,154) -
Financing
Issue of shares 500,000 -
Share issue costs (25,030) -
_______ _______
Cash inflow from financing 474,970 -
_______ _______
Increase in cash in the year 4 463,816 -
_______ _______
Notes to the audited results for the 15 months ended 31 December
2011
1 Accounting policies
The financial statements have been prepared under the historical
cost convention and are in accordance with United Kingdom Generally
Accepted Accounting Practice.
The principal accounting policies are:
Basis of consolidation
At year end Brady Exploration plc had one wholly owned
subsidiary, Brady Exploration (Operations) Limited. Since
incorporation, Brady Exploration (Operations) Limited has not
commenced operations and has no material assets or liabilities. As
such, no consolidated financial statements have been prepared on
the basis that in accordance with section 405 of the Companies Act
2006 its inclusion is not material for the purpose of giving a true
and fair view.
Going concern
The financial statements have been prepared on the going concern
basis as, in the opinion of the Directors, at the time of approving
the financial statements, there is a reasonable expectation that
the Company will continue in operational existence for the
foreseeable future. The financial statements do not include any
adjustments that would result from the going concern basis of
preparation being inappropriate.
Valuation of investments
Investments held as fixed assets are stated at cost less any
provision for impairment in value.
Deferred taxation
Deferred tax is provided in full on timing differences that have
originated but not reversed by the balance sheet date. The
recognition of deferred tax assets is limited to the extent that
the Company anticipates making sufficient taxable profits in the
future to absorb the reversal of the underlying timing differences.
Deferred tax balances are not discounted.
Financial Instruments
Financial instruments are measured initially and subsequently at
cost. Finance costs are charged to the profit and loss account over
the term of the debt so that the amount charged is at the constant
rate on the carrying amount of the debt. Finance costs include
issue costs, which are initially recognised as a reduction in the
proceeds of the associated capital instrument. Loan stock interest
accruals are rolled up and included in the loan stock balance.
Share-based payments
Where share options are awarded to employees, the fair value of
the options at the date of the grant is charged to the profit and
loss account over the vesting period. Non-market vesting conditions
are taken into account by adjusting the number of equity
instruments expected to vest at each balance sheet date so that,
ultimately, the cumulative amount recognised over the vesting
period is based on the number of options that eventually vest.
Where the terms and conditions of options are modified before
they vest, the increase in the fair value of the options, measured
immediately before and after the modification, is also charged to
the profit and loss account over the remaining vesting period.
Where equity instruments are granted to persons other than
employees, the profit and loss account is charged with the fair
value of goods and services received.
Where warrants are issued for services of Directors and
employees the accounting treatment is consistent with the
above.
2 Earnings per share
Earnings per ordinary share has been calculated using the
weighted average number of shares in issue during the relevant
financial periods. The weighted average number of equity shares in
issue is 18,865,307 (2010 - 11,959,988) and the earnings, being
profit after tax, are GBP1,208,749 (2010 - GBP121,440, loss).
15 months Year
ended ended
31December 30 September
2011 2010
GBP GBP
Reconciliation of profit/(loss)
Profit/(loss) used for calculation of basic and diluted EPS
1,208,749 (121,440)
_______ _______
Reconciliation of denominator
Shares used for calculation of basic EPS 18,865,307
11,959,988
Dilutive effect of shares warrants 2,115,685 -
_______ _______
Shares used in calculation of diluted EPS 20,980,992
11,959,988
_______ _______
Earnings/(loss) per share
Basic 6.4p (1.0p)
Diluted 5.8p (1.0p)
3 Fixed asset investments
Subsidiary Subsidiary
undertakings undertakings
2011 2010
GBP GBP
At 1 October 2010 50,000 50,000
Disposals (50,000) - _______ _______
At 31 December 2011 - 50,000
_______ _______
On 26 October 2011 Brady Exploration plc sold all of its
investment in the wholly owned subsidiary, Capcon Limited, for GBP1
to Capcon Securities Limited. Both Capcon Limited and Capcon
Securities Limited are UK incorporated companies.
Also on 26 October 2011 a Deed of Novation was agreed, whereby
all the liabilities totalling GBP1,178,259, excluding GBP25,000 of
loan stock, within Brady Exploration plc at that date were novated
and transferred to Capcon Limited. This was part of the sale
agreement of Capcon Limited to Capcon Securities Limited. The
resulting intercompany balance of GBP253,152 was written back to
the profit and loss account.
At the period end Brady Exploration plc had one subsidiary,
Brady Exploration (Operations) Limited. Since incorporation, Brady
Exploration (Operations) Limited has not commenced operations and
has no material assets or liabilities therefore no consolidated
financial statements have been prepared as at the date of these
financial statements.
The profit on disposal has been calculated as:-
GBP
Cash proceeds 1
Intercompany balances written back 253,152
Liabilities transferred:-
Loan stock 600,000
Other loans 142,384
Accruals 410,014
Intercompany balances 25,861
Net assets disposed of:-
Investment in subsidiary undertaking (50,000)
_________
Profit on disposal 1,381,412
________
4 Analysis of net funds /(debt)
At
1 October Cash Other non- 31 December
2010 flow cash movements 2011
GBP GBP GBP GBP
Cash at bank and in hand - 463,816 - 463,816
Cash - 463,816 - 463,816
Debt due after one year (600,000) - 600,000 -
Debt due within one year (353,832) - 328,832 (25,000)
Other loans (126,638) - 126,638 -
Financing (1,080,470) - 1,055,470 (25,000)
Total (1,080,470) 463,816 1,055,470 438,816
_________ _______ ________ _______
5 The financial information set out above does not constitute
the company's statutory accounts for the 15 months ended 31
December 2011 and the year ended 30 September 2010 but is derived
from those accounts. Statutory accounts for 2010 have been
delivered to the Registrar of Companies and those for 2011 will be
delivered following the company's annual general meeting. While the
financial information included in this announcement has been
prepared in accordance with the recognition and measurement
criteria of United Kingdom Generally Accepted Accounting Practice
(UK GAAP), this announcement does not itself contain sufficient
information to comply with UK GAAP.
6 The Annual Report and Accounts for the 15 months ended 31
December 2011 and the Notice of Annual General Meeting are expected
to be available to view and download from Brady's website
(www.bradyexploration.com) from 28 March 2012 in accordance with
rule 26 of the AIM Rules for Companies.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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