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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Avanti Cap. | LSE:AVA | London | Ordinary Share | GB0033869347 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 6.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMAVA
RNS Number : 2929E
Avanti Capital PLC
03 November 2015
Avanti Capital plc
("Avanti", the "Company" or the "Group")
Annual report and accounts for the year ended 30 June 2015
Review of the business and key highlights
As the primary purpose of the group is to act as an investment management business, references are made to the net assets and results of the group.
As at 30 June 2015 the group had net assets of GBP4.3 million (2014: GBP4.5 million) or 54 pence per ordinary share (2014: 56 pence per share). These figures have been arrived at after the inclusion of a further carried interest provision of GBP144,000 (or 1.79 pence per share) (2014: GBP1.66 million).
In the year to 30 June 2015, the loss after tax was GBP212,000 (2014: profit - GBP2.8 million). The comparative included the gain realised on the disposal of the group's interest of Eclectic Bars Limited of GBP4.6 million.
The board consider that the most appropriate key performance indicator for the group is the fair valuation of its assets and the net asset per share reflected in they carrying values. The payment of the carried interest is dependent upon the realisation of the individual assets being at values which are, at least, equal to the values stated in the accounts as at 30 June 2015.
Net asset values per Avanti share by category
Hot Features
Premium
Carrying Carrying
value as value as
at at
30 June 30 June
2015 2015
Investment Pence per
share GBPm
Mblox 55 4.4
Net current assets
(including cash) 21 1.7
--- ---
Total 76 6.1
--- ---
Net current assets of GBP1,698,000 include GBP1,438,000 of cash.
Future business development and investing policy
Investment objective
The company's investing policy is to pursue its objectives through two complementary activities.
-- Its investment operation, which acquires interests in technology and trading businesses; and
-- Its consultancy operation, which offers a business development service, to develop the investee business until an exit opportunity arises.
The company's current intention is not to invest in any new investments but to support its existing investment portfolio.
Assets or companies in which the company can invest
The companies in which the company can invest are in technology and trading businesses.
In October 2006, the company announced that it would not make any new investments, but would instead concentrate on maximising the value of the investments currently held.
Means by which the investing policy will be achieved
The company's investment objective is to pursue its policy of maximising the value of its investments and, at the appropriate time, to realise such investments. The company also, where appropriate, provides financial support to the existing portfolio.
Whether investments will be active or passive investments
Investments in portfolio companies can be either active or passive.
The investment manager formally monitors the company's investments on an ongoing basis. The investment manager provides a business development service, to help to develop the investee business until an exit opportunity arises.
Holding period for investments
As the company has no fixed life, no time limits are set as a matter of investing policy generally and individual holding periods will vary to achieve the best value from each investment.
Spread of investments and maximum exposure limits
The company's strategy is not to set maximum exposure limits per investment. However, as investments have been sold and monies returned to shareholders, the spread of investments has reduced and, as a result, the portfolio has become more concentrated.
Policy in relation to gearing
The directors may exercise the powers of the company to borrow money and to give security over its assets. The company's articles of association restrict the borrowings to an aggregate principal amount so that it does not, without shareholder approval, exceed the greater of (a) GBP5,000,000 or (b) an amount equal to three times the adjusted capital and reserves.
The directors currently have no intention to exercise any borrowing powers.
Policy in relation to cross-holdings
The company does not have a formal policy on cross-holdings.
Investing restrictions
Whilst the company's current intention is not to invest in any new investments, this is not a formal restriction in the company's investing policy.
There are no restrictions on the ability of the company to take controlling stakes in portfolio companies, but the company ensures that there is sufficient separation between the company and each portfolio company.
In addition, the company also ensures that there is sufficient separation between each portfolio company by ensuring that there is no:
-- cross-financing, including the provision of undertakings or security for borrowings from one portfolio company to another;
-- common treasury functions; or -- sharing of operations.
Other than these restrictions set out above, and the requirement to invest in accordance with its investing policy, there are no other investing restrictions.
Returns and Distribution Policy
It is anticipated that returns from the company's investment portfolio will be in the form of capital upon realisation or sale of its investee companies.
When realisations are made, the directors currently intend to use the proceeds to return monies to shareholders in the most efficient manner available.
Principal risks and uncertainties
Through its board of directors, the group evaluates on an ongoing basis the risk appetite of the group after taking into account all relevant factors and circumstances. The principal risks and uncertainties facing the business and the group's financial instruments are investment risk, interest rate risk, liquidity risk and credit risk (see note 26). With the exception of the investment in mBlox, the group does not have a material exposure to foreign currency risk.
Investment risk
Investment risk includes investing in companies that may not perform as expected. The group's investment criteria focus on the quality of the business and the management team of the target company, market potential and the ability of the investment to attain the returns required within the time horizon set for the investment. Due diligence is undertaken on each investment. The group regularly reviews the investments in order to monitor the level of risk and mitigate exposure where appropriate.
Interest rate risk
Interest rate risk is the change that an unexpected change in the interest rates will negatively affect the value of an investment. Certain investee companies borrow in currencies to match the denomination of fixed and floating rates of interest to generate the desired interest rate profile and to manage their exposure to interest rate fluctuation.
Liquidity risk
The group's policy is to finance its operations and expansion through working capital and, in the case of investing in target companies, to raise an appropriate level of acquisition finance.
The risk would be that the company would not be able to finance expansion through working capital.
Credit risk
There are no significant concentrations of credit risk within the group. The maximum credit risk exposure relating to financial assets is presented by the carrying value as at the balance sheet date.
Portfolio review
Mblox
Mblox Inc ("MBlox") is the largest independent application-to-person (A2P) mobile messaging provider in the world, trusted by more companies to carry their mission-critical traffic than any other service. As the industry's most experienced Tier One SMS aggregator, Mblox specialises in the unique demands of large-scale mobile messaging programs and are known for providing reliable, uncompromising connections. By creating positive brand experiences, Mblox helps clients build profitable relationships with their customers.
Mblox offers carrier-based and over-the-top (OTT) mobile messaging services. The carrier-based services are based on application-to-person messaging between brands and mobile devices and include SMS (Short Message Service), MMS (Multimedia Messaging Service) and StarStar services (voice-based dialing codes that enable a variety of brand experiences). OTT services are delivered via smartphone mobile applications and include rich push notifications and in-app messaging.
As of this writing, the Mblox management reports the strongest year on record for Mblox with healthy developments in the company and the industry supporting management's operating plans.
The company began to exceed industry levels of growth as reported by Portio Research last year, posting volume gains averaging between two and three times the industry rate of growth for enterprise messaging through the summer of 2015. In that same period, Mblox has recorded a four-fold increase in profitability in spite of a 32% decline in unit pricing that resulted from currency exchange impacts of a strong US dollar relative to the Euro.
"The team that we have deployed is delivering on the plan we developed in 2013 to capitalise on our focus in enterprise messaging," according to Tom Cotney, CEO. "In spite of the ubiquity of messaging to consumers by enterprises, our research still shows a major gap between demand by consumers and supply by enterprises. Our own research last year with Millward Brown shows that 86% of consumers are open to mobile engagement, while 42% of companies surveyed are still not leveraging the channel of communication to its fullest. These trends are aligned with our business plans, especially with our focus on mission critical quality levels."
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November 03, 2015 02:00 ET (07:00 GMT)
SMS and email remain the most effective methods of engagement, while consumers report fatigue with mobile apps as OTT messaging is viewed as having "no cost" and thus over used by many brands. Shockingly, 80% of brands who invested in mobile apps are unable to secure 1,000 downloads while SMS is enabled in every phone delivered around the world.
In June of this year, ROCCO published a ranking of the top Application to Person (enterprise SMS) companies with Mblox receiving its highest rankings. The report scored all providers across 30 KPI's rated by 179 mobile carriers across the world. Mblox is the largest of the top rated providers. This positioning is very favorable in a market where the Top 10 providers hold only 20% share of the $3 billion industry.
The Mblox management reports no material changes to capital or debt structure in the past year, noting that its strong financial results were posted during a year when dual platforms were operated. Complete overhauls of its delivery capabilities were undertaken in the spring of 2014. As of the date of this publication, over 80% of the company's client base will be fully operational on the platform. The customer benefits promise to increase utilisation of Mblox capabilities by clients who deploy dual vendor strategies. A significant, additional improvement in financial performance will also accrue to Mblox from the revamped architecture and modernisation of the company's technology base. Management will also retire the company's original operating infrastructure for additional operational savings.
Regulatory oversight in the US, the European Union and Australia are ongoing industry issues. Management reports that self-regulation for the industry continues to ensure consumer privacy is paramount among the brands and providers. Mblox is taking additional measures to comply with new requirements in markets focused on data security. The company delivers 85% of its global traffic over the highest quality direct carrier connections available.
"We posted our best financial results in a year when they were muted by currency exchange rates" said Mr. Cotney. "I think that is the best validation I can offer for our strategy to retool the company to be the cost leader. We are very well positioned as the industry faces a one to two year period of accelerated consolidation where other players who are currently pricing below costs to show growth to potential buyers destroy their balance sheets."
Notwithstanding the positive report from Mblox management and, as previously reported, in view of the lack of any further validation events, the board of Avanti Capital plc have decided to continue to carry the group's investment in Mblox at cost, excluding any adjustment in foreign exchange movements. Accordingly, after adjusting for movements in foreign exchange, as at 30 June 2015, the carrying value of the group's investment in MBlox was GBP4.4 million (2014 - GBP4.1 million) equating to 55 pence per share (2014 - 51 pence per share).
Legacy portfolio
In relation to the remainder of the legacy investments in the group's portfolio, the board continues to seek ways of maximising value to the group. As at 30 June 2015, the legacy portfolio had either been sold or written down to a negligible carrying value.
Richard Kleiner
William Crewdson
Directors
2 November 2015
Statement of corporate governance
Compliance with the 2012 FRC Combined Code
The company is not required to comply with the 2012 FRC Combined Code on Corporate Governance. Set out below are the corporate procedures that have been adopted.
The Board
The Board of Avanti Capital plc is the body responsible for the group's objectives, its policies and the stewardship of its resources. At the balance sheet date, the board comprised three directors being Richard Kleiner with Philip Crawford and William Crewdson being the independent directors.
The Board has six board meetings during the year. The two independent directors sit on both the audit and the remuneration committees, namely Philip Crawford and William Crewdson. Philip Crawford is the chairman of both the audit committee and the remuneration committee. The terms of reference of both these committees have been approved by the Board.
Remuneration Committee
The committee's responsibilities include the determination of the remuneration and options of other directors and senior executives of the group and the administration of the company's option schemes and arrangements. The committee takes appropriate advice, where necessary, to fulfil this remit.
Audit Committee
The committee meets twice a year including a meeting with the auditors shortly before the signing of the accounts. The terms of reference of the audit committee include: any matters relating to the appointment, resignation or dismissal of the external auditors and their fees; discussion with the auditors on the nature, scope and findings of the audit; consideration of issues of accounting policy and presentation; monitoring the work of the review function carried out to ensure the adequacy of accounting controls and procedures.
Nomination Committee
The company does not maintain a nomination committee. Any board appointments are dealt with by the Board itself.
Internal Control
The Board is responsible for the group's system of internal control and for reviewing the effectiveness of the system of internal control. Internal control systems are designed to meet the particular needs of a business and manage the risks but not to eliminate the risk of failure to achieve the business objectives. By its nature, any system of internal control can only provide reasonable, and not absolute, assurance against material misstatement or loss.
Internal Audit
Given the size of the group, the Board does not believe it is appropriate to have a separate internal audit function. The group's systems are designed to provide the directors with reasonable assurance that problems are identified on a timely basis and are dealt with appropriately.
Relations with Shareholders
Aside from announcements that the company makes periodically to the market, the Board uses the annual general meeting to communicate with private and institutional investors and welcomes their participation.
Going Concern
On the basis of the current financial projections, the directors have a reasonable expectation that the company and the group have adequate financial resources to continue in operational existence for the foreseeable future. The directors accordingly have adopted the going concern basis in the preparation of the group's accounts. See page 9.
Directors' report for the year ended 30 June 2015
The directors present their report with the audited consolidated financial statements for the year ended 30 June 2015.
Results and dividends
The group's loss for the year before taxation and profit from discontinued operations amounted to GBP212,000 (2014 - GBP2.3 million) and the loss for the year after taxation of the group amounted to GBP212,000 (2014 - profit GBP2.8 million). This was equivalent to a loss of 2.64 pence per share (2014 - profit of 34.36 pence per share) attributable to shareholders of the parent. The net assets of the group were GBP4.3 million (2014 - GBP4.5 million) attributable to the shareholders of the parent.
The directors do not recommend dividend payment (2014 - GBP8.4 million; 105 pence per share) for the year ended 30 June 2015.
Principal activity and review of the business
The company's principal activity during the year continued to be that of an investment management and ancillary services company. Further details are set out in the Strategic Report on pages 3 to 7.
The board consider that the most appropriate key performance indicator for the group is the fair valuation of its assets and the net asset per share, as set out on page 3.
The various categories of risk are proactively managed to ensure exposure to risk is mitigated whenever possible and appropriate. The board has assessed that the Key Performance Indicator that is the most effective measure of progress towards achieving the group's strategies and as such towards fulfilling the group's objectives is the net asset value per share.
Future business developments and investing policy
This has been fully described in the Strategic Report on pages 4 to 5 .
Directors and their interests
P J Crawford
R H Kleiner
W A H Crewdson
The company has not granted qualifying third party indemnities as defined in Section 234 of Companies Act 2006 on behalf of any of its directors during the year.
The company and its subsidiaries entered into an investment advisory agreement with Odyssey Partners Limited ("OPL") in October 2008, which was amended in November 2008. The principal terms of the investment advisory agreement are that OPL, a company controlled by Richard Kleiner, provides all of the functions previously carried out by the executive management team in respect of the group's portfolio. OPL bears all of its internal overheads and was paid a fee of GBP145,200 per annum which is equivalent to 2.37% of the company's asset value as at 30 June 2015. In addition, OPL has a carried interest by reference to the realisations achieved in relation to the assets. The threshold, after which the carried interest becomes payable, is based on realisations of not less than GBP6.6m or 82.5 pence per share (based on the issued share capital of the company on 30 November 2008). There is a hurdle of 6% per annum to protect the company from the effects of time in relation to the realisation of the portfolio. Once realisations are achieved in excess of GBP6.6 million, provided that the return to the company would be at least that amount together with the hurdle, then in relation to any excess, OPL will be entitled to 25% of such excess up to GBP9.1m of realisations or 113 pence per share. OPL's share will be increased by 5% for each GBP2.5m in excess of GBP9.1m up to a maximum of 40% for realisations in excess of GBP14.1m or 176 pence per share (refer also to
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note 22 on page 42 to 43). As part of the arrangements to preserve the company's cash assets, an agreement was reached with OPL, the investment adviser, such that with effect from 1 July 2015 OPL's management fees are to be deferred until there are realisation proceeds from the remaining assets held by the company.
Report on directors' remuneration
The remuneration of the directors for the year ended 30 June 2015 is as follows:
2015 2014
Fees Benefits Total Total
GBP GBP GBP
--------------- ------ -------- ------ ------
Directors
--------------- ------ -------- ------ ------
P J Crawford 30,000 13,415 43,415 38,000
--------------- ------ -------- ------ ------
W A H Crewdson 15,000 - 15,000 15,000
--------------- ------ -------- ------ ------
R H Kleiner - 5,646 5,646 6,678
--------------- ------ -------- ------ ------
45,000 19,061 64,061 59,678
--------------- ------ -------- ------ ------
(1) The above figures represent the due proportion of each director's annual fees and benefits reflecting the period during the year for which each director was a director of the company.
(2) There were no pension payments in respect of either year.
(3) During the year, as part of the investment advisory agreement entered into between the company and Odyssey Partners Limited, Odyssey Partners Limited received fees totalling GBP145,200 (2014: GBP228,800) including the non-executive director's fee of Richard Kleiner.
The remuneration committee comprises Philip Crawford (chairman) and William Crewdson. Its terms of reference are concerned principally with the remuneration packages offered to directors in that they should be competitive and are designed to attract, retain and motivate directors of the right calibre.
Employee involvement
The group is aware of the importance of good communication in relationships with its staff. The group follows a policy of encouraging training and regular meetings between management and staff in order to:
-- provide common awareness on the part of staff of the financial and economic circumstances affecting the group's performance;
-- provide employees or their representatives with information on matters of concern to them as employees; and
-- consult employees or their representatives on a regular basis, so that the views of employees can be taken into account in making decisions which are likely to affect their interests.
Disabled persons
The group gives full and fair consideration to applications for employment from disabled persons where the candidate's particular aptitudes and abilities are consistent with adequately meeting the requirements of the job. Opportunities are available to disabled employees for training, career development and promotion.
Going concern
The group's principal activities, together with the risk factors likely to have an impact on its future are set out on page 4 and in note 26 on pages 38 to 40.
The group has adequate financial and management resources together with long term relationships with suppliers and as a result, the directors believe that the group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The directors have also reviewed and considered the cash flow forecasts of Avanti Capital plc and the group for the next twelve months from the approval of the financial statements and on this basis, the directors are of the view that both the company and the group will be able to continue as a going concern for the foreseeable future.
Purchase of own shares
During the year under review, the company has not purchased any of its own shares. The board intends to pursue the purchase by the company of its own shares where it believes will enhance the value per share to the continuing shareholders.
When future realisations are made, the board currently intends to use the proceeds to return monies to shareholders in the most efficient manner available, which may include the company's purchase of its own shares.
Post-balance sheet event
As part of the arrangements to preserve the company's cash assets, an agreement was reached with Odyssey Partners Limited ("OPL"), the investment adviser, such that with effect from 1 July 2015 OPL's management fees are to be deferred until there are realisation proceeds from the remaining assets held by the group.
Auditor
A resolution to re-appoint Ernst & Young LLP will be put to the members at the forthcoming Annual General Meeting.
Disclosure of information to auditor
The directors who were members of the board at the time of approving the directors' report are listed on Page 2. Having made enquiries of fellow directors and of the company's auditor, each of these directors confirms that:
-- To the best of each director's knowledge and belief, there is no information relevant to the preparation of their report of which the company's auditor is unaware; and
-- Each director has taken all the steps a director might reasonably be expected to have taken to be aware of relevant audit information and to establish that the company's auditor is aware of that information.
By order of the board
Richard Kleiner
Secretary
2 November 2015
Statement of directors' responsibilities
The directors are responsible for preparing the Annual Reports and the group and parent company financial statements in accordance with applicable United Kingdom law and regulations. Company law requires the directors to prepare group and parent company financial statements for each financial year. Under that law, and as required by the AIM rules, the directors have elected to prepare group and parent company financial statements under International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Under Company Law the directors must not approve the group and parent company financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group for that period. In preparing the group and parent company financial statements the directors are required to:
-- present fairly the financial position, financial performance and cash flows of the group and parent company;
-- select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;
-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
-- make judgements that are reasonable;
-- provide additional disclosures when compliance with the specific requirements in IFRSs as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the group's and the company's financial position and financial performance; and
-- state whether the group and parent company financial statements have been prepared in accordance with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and parent company's transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the group and parent company financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Independent auditor's report
to the members of Avanti Capital plc
We have audited the financial statements of Avanti Capital plc for the year ended 30 June 2015 which comprise the consolidated income statement, the consolidated balance sheet, the company balance sheet, the consolidated statement of changes in equity, the company statement of changes in equity, the consolidated cash flow statement, the company cash flow statement and the related notes 1 to 27. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Statement of Directors' Responsibilities set out on page 11, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.
Scope of the audit of the financial statements
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An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Reports and Consolidated Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion:
-- the financial statements give a true and fair view of the state of the group's and of the parent company's affairs as at 30 June 2015 and of the group's loss for the year then ended;
-- the group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union;
-- the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
-- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
-- the parent company financial statements are not in agreement with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by law are not made; or -- we have not received all the information and explanations we require for our audit.
Philippa Jane Green (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
2 November 2015
Notes:
1. The maintenance and integrity of the Avanti Capital plc web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site.
2. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Consolidated income statement
for the year ended 30 June 2015
2015 2014
Notes GBP000 GBP000
-------------------------------------- ----- ------- --------
Revenue - -
-------------------------------------- ----- ------- --------
Cost of sales - -
-------------------------------------- ----- ------- --------
GROSS PROFIT - -
-------------------------------------- ----- ------- --------
Administrative expenses - others (569) (2,249)
-------------------------------------- ----- ------- --------
Foreign exchange loss (10) (12)
-------------------------------------- ----- ------- --------
Administrative expenses - exceptional - (8)
-------------------------------------- ----- ------- --------
Fair valuation movements of financial
assets - designated at fair value
through profit or loss 16 341 -
-------------------------------------- ----- ------- --------
OPERATING LOSS 5 (238) (2,269)
-------------------------------------- ----- ------- --------
Finance revenue 9 26 7
-------------------------------------- ----- ------- --------
Finance cost 10 - -
-------------------------------------- ----- ------- --------
LOSS ON ORDINARY ACTIVITIES BEFORE
TAXATION FROM CONTINUING OPERATIONS (212) (2,262)
-------------------------------------- ----- ------- --------
Income tax expense 11 - -
-------------------------------------- ----- ------- --------
LOSS ON ORDINARY ACTIVITIES AFTER
TAXATION FROM CONTINUING OPERATIONS (212) (2,262)
-------------------------------------- ----- ------- --------
Discontinued operation
-------------------------------------- ----- ------- --------
Profit after tax for the period
from discontinued operations 3, 17 - 5,110
-------------------------------------- ----- ------- --------
(LOSS)/PROFIT ON ORDINARY ACTIVITIES
AFTER TAXATION (212) 2,848
-------------------------------------- ----- ------- --------
(LOSS)/PROFIT AND TOTAL COMPREHENSIVE
INCOME FOR THE YEAR (212) 2,848
-------------------------------------- ----- ------- --------
Attributable to
-------------------------------------- ----- ------- --------
Shareholders of the parent (212) 2,758
-------------------------------------- ----- ------- --------
Non-controlling interest - 90
-------------------------------------- ----- ------- --------
(212) 2,848
-------------------------------------- ----- ------- --------
Earnings per share
(Loss)/Profit per share attributable
to shareholders of the parent
Basic and diluted 13 (2.64)p 34.36p
-------------------------------------- ----- ------- --------
Basic and diluted from continuing
operations 13 (2.64)p (28.18)p
-------------------------------------- ----- ------- --------
Consolidated balance sheet
at 30 June 2015
2015 2014
Notes GBP000 GBP000
--------------------------------------------------- ----- ------ ------
ASSETS
--------------------------------------------------- ----- ------ ------
Non current assets
--------------------------------------------------- ----- ------ ------
Intangible assets 14 - -
--------------------------------------------------- ----- ------ ------
Property, plant & equipment 15 - 1
--------------------------------------------------- ----- ------ ------
Financial assets held at fair value through profit
or loss 16 4,438 4,079
--------------------------------------------------- ----- ------ ------
Non-current financial assets 234 -
--------------------------------------------------- ----- ------ ------
Deferred tax asset 11 - -
--------------------------------------------------- ----- ------ ------
4,672 4,080
--------------------------------------------------- ----- ------ ------
Current assets
--------------------------------------------------- ----- ------ ------
Trade and other receivables 18 26 84
--------------------------------------------------- ----- ------ ------
Cash and cash equivalents 19 1,438 2,048
--------------------------------------------------- ----- ------ ------
1,464 2,132
--------------------------------------------------- ----- ------ ------
TOTAL ASSETS 6,136 6,212
--------------------------------------------------- ----- ------ ------
EQUITY
--------------------------------------------------- ----- ------ ------
Issued share capital 22 80 80
--------------------------------------------------- ----- ------ ------
Capital redemption reserve 23 - -
--------------------------------------------------- ----- ------ ------
Other reserves 23 - -
--------------------------------------------------- ----- ------ ------
Retained earnings 4,214 4,426
--------------------------------------------------- ----- ------ ------
Equity attributable to equity shareholders of
the parent 4,294 4,506
--------------------------------------------------- ----- ------ ------
Non-controlling interest 23 - -
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--------------------------------------------------- ----- ------ ------
TOTAL EQUITY 4,294 4,506
--------------------------------------------------- ----- ------ ------
LIABILITIES
--------------------------------------------------- ----- ------ ------
Current liabilities
--------------------------------------------------- ----- ------ ------
Trade and other payables 20 67 75
--------------------------------------------------- ----- ------ ------
67 75
--------------------------------------------------- ----- ------ ------
Non-current liabilities
--------------------------------------------------- ----- ------ ------
Provision 21 1,775 1,631
--------------------------------------------------- ----- ------ ------
Deferred tax liabilities 11 - -
--------------------------------------------------- ----- ------ ------
1,775 1,631
--------------------------------------------------- ----- ------ ------
TOTAL LIABILITIES 1,842 1,706
--------------------------------------------------- ----- ------ ------
TOTAL EQUITY AND LIABILITIES 6,136 6,212
--------------------------------------------------- ----- ------ ------
The financial statements were approved by the board on 2 November 2015.
Richard Kleiner - Director
William Crewdson - Director
Company balance sheet
at 30 June 2015
2015 2014
Notes GBP000 GBP000
------------------------------ ----- ------ ------
ASSETS
------------------------------ ----- ------ ------
Non current assets
------------------------------ ----- ------ ------
Property, plant & equipment 15 - 1
------------------------------ ----- ------ ------
Financial assets held at fair
value through profit or loss 16 2,854 2,854
------------------------------ ----- ------ ------
2,854 2,855
------------------------------ ----- ------ ------
Current Assets
------------------------------ ----- ------ ------
Trade and other receivables 18 1,163 1,000
------------------------------ ----- ------ ------
Cash and cash equivalents 19 1,393 1,994
------------------------------ ----- ------ ------
2,556 2,994
------------------------------ ----- ------ ------
TOTAL ASSETS 5,410 5,849
------------------------------ ----- ------ ------
EQUITY AND LIABILITIES
------------------------------ ----- ------ ------
EQUITY
------------------------------ ----- ------ ------
Issued share capital 22 80 80
------------------------------ ----- ------ ------
Capital redemption reserves 23 - -
------------------------------ ----- ------ ------
Other reserves 23 - -
------------------------------ ----- ------ ------
Retained earnings 5,268 5,699
------------------------------ ----- ------ ------
TOTAL EQUITY 5,348 5,779
------------------------------ ----- ------ ------
LIABILITIES
------------------------------ ----- ------ ------
Current liabilities
------------------------------ ----- ------ ------
Trade and other payables 20 62 70
------------------------------ ----- ------ ------
Non-current liabilities
------------------------------ ----- ------ ------
Provision 21 - -
------------------------------ ----- ------ ------
TOTAL LIABILITIES 62 70
------------------------------ ----- ------ ------
TOTAL EQUITY AND LIABILITIES 5,410 5,849
------------------------------ ----- ------ ------
The financial statements were approved by the board on 2 November 2015.
Richard Kleiner - Director
William Crewdson - Director
Consolidated and Company statement of changes in equity
for the year ended 30 June 2015
Consolidated Total
Issued Capital attributable Non-
to owners
share Other redemption Retained of controlling
capital reserves reserve earnings the parent interest Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------ ------- -------- ---------- -------- ------------ ----------- -------
At 1 July 2013 4,815 2,045 1,409 1,906 10,175 1,311 11,486
------------------ ------- -------- ---------- -------- ------------ ----------- -------
Profit for the
year - - - 2,758 2,758 90 2,848
------------------ ------- -------- ---------- -------- ------------ ----------- -------
Capital reduction
(see note 22) (4,735) (2,045) (1,409) 8,189 - - -
------------------ ------- -------- ---------- -------- ------------ ----------- -------
Dividends - - - (8,427) (8,427) - (8,427)
------------------ ------- -------- ---------- -------- ------------ ----------- -------
Movements on
disposal of
subsidiary - - - - - (1,401) (1,401)
------------------ ------- -------- ---------- -------- ------------ ----------- -------
At 30 June 2014 80 - - 4,426 4,506 - 4,506
------------------ ------- -------- ---------- -------- ------------ ----------- -------
Loss for the
year - - - (212) (212) - (212)
------------------ ------- -------- ---------- -------- ------------ ----------- -------
At 30 June 2015 80 - - 4,214 4,294 - 4,294
------------------ ------- -------- ---------- -------- ------------ ----------- -------
Company Issued Capital Total share-
share Other redemption Retained holders'
capital reserves reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000
-------------------- ------- -------- ---------- -------- ------------
At 1 July 2013 4,815 2,045 1,409 1,828 10,097
-------------------- ------- -------- ---------- -------- ------------
Profit for the year - - - 4,109 4,109
-------------------- ------- -------- ---------- -------- ------------
Capital reduction
(see note 22) (4,735) (2,045) (1,409) 8,189 -
-------------------- ------- -------- ---------- -------- ------------
Dividends - - - (8,427) (8,427)
-------------------- ------- -------- ---------- -------- ------------
At 30 June 2014 80 - - 5,699 5,779
-------------------- ------- -------- ---------- -------- ------------
Loss for the year - - - (431) (431)
-------------------- ------- -------- ---------- -------- ------------
At 30 June 2015 80 - - 5,268 5,348
-------------------- ------- -------- ---------- -------- ------------
Consolidated cash flow statement
for the year ended 30 June 2015
2015 2014
Notes GBP000 GBP000
---------------------------------------- ----- ------ -------
Operating activities
---------------------------------------- ----- ------ -------
(Loss)/profit after taxation (212) 2,848
---------------------------------------- ----- ------ -------
Depreciation of property, plant
and equipment 15 1 505
---------------------------------------- ----- ------ -------
(Gain)/loss in the fair value
of financial assets designated
fair value through profit or loss 16 (341) 20
---------------------------------------- ----- ------ -------
Net foreign exchange difference (10) -
---------------------------------------- ----- ------ -------
Gain on disposal of subsidiary
undertakings 17 - (4,563)
---------------------------------------- ----- ------ -------
Net interest (income)/expenses 9,10 (26) 35
---------------------------------------- ----- ------ -------
Increase in inventories - (27)
---------------------------------------- ----- ------ -------
Decrease in trade and other receivables 19 58 160
---------------------------------------- ----- ------ -------
(Decrease)/increase in trade and
other payables 21 (8) 257
---------------------------------------- ----- ------ -------
Increase/(decrease) in provision 22 144 (923)
---------------------------------------- ----- ------ -------
Net cash flows used in operating
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activities (394) (1,688) ---------------------------------------- ----- ------ ------- Investing activities ---------------------------------------- ----- ------ ------- Purchase of property, plant & equipment 15 - (537) ---------------------------------------- ----- ------ ------- Purchase of investment 16 (18) - ---------------------------------------- ----- ------ ------- Purchase of loan receivable (220) - ---------------------------------------- ----- ------ ------- Interest received 22 - ---------------------------------------- ----- ------ ------- Interest paid - (35) ---------------------------------------- ----- ------ ------- Proceeds from disposal of subsidiary undertaking, net of cash transferred 17 - 11,077 ---------------------------------------- ----- ------ ------- Proceeds from disposal of investment 16 - 269 ---------------------------------------- ----- ------ ------- Purchase of a business, net of cash acquired - (1,087) ---------------------------------------- ----- ------ ------- Net cash flows (used in)/generated from investing activities (216) 9,687 ---------------------------------------- ----- ------ ------- Financing activities ---------------------------------------- ----- ------ ------- Dividends paid 12 - (8,427) ---------------------------------------- ----- ------ ------- Proceeds from borrowings - 750 ---------------------------------------- ----- ------ ------- Repayment of borrowings - (162) ---------------------------------------- ----- ------ ------- Capital element on finance lease rental payments - (10) ---------------------------------------- ----- ------ ------- Net cash flows used in financing activities - (7,849) ---------------------------------------- ----- ------ ------- Net (decrease)/increase in cash and cash equivalents (610) 150 ---------------------------------------- ----- ------ ------- Cash and cash equivalents at 1 July 2014 2,048 1,898 ---------------------------------------- ----- ------ ------- Cash and cash equivalents at 30 June 2015 19 1,438 2,048 ---------------------------------------- ----- ------ -------
Company cash flow statement
for the year ended 30 June 2015
2015 2014
Notes GBP000 GBP000
--------------------------------------- --------- ------ -------
Operating activities
--------------------------------------- --------- ------ -------
(Loss)/profit from ordinary activities
after taxation (431) 4,109
--------------------------------------- --------- ------ -------
Taxation payable - -
--------------------------------------- --------- ------ -------
Depreciation of property, plant
and equipment 15 1 -
--------------------------------------- --------- ------ -------
Gain on disposal of financial
assets designated at fair value
through profit or loss 17 - (4,385)
--------------------------------------- --------- ------ -------
Net interest income (3) (284)
--------------------------------------- --------- ------ -------
(Increase)/Decrease in trade and
other receivables 18 (163) 285
--------------------------------------- --------- ------ -------
Decrease in trade and other payables 20 (8) (4)
--------------------------------------- --------- ------ -------
Decrease in provisions 21 - (2,554)
--------------------------------------- --------- ------ -------
Net cash flows used in operating
activities (604) (2,833)
--------------------------------------- --------- ------ -------
Investing activities
--------------------------------------- --------- ------ -------
Interest received 3 284
--------------------------------------- --------- ------ -------
Proceeds from disposal of financial
assets designated at fair value
through profit or loss 17 - 11,684
--------------------------------------- --------- ------ -------
Net cash flows generated from
investing activities 3 11,968
--------------------------------------- --------- ------ -------
Financing activities
--------------------------------------- --------- ------ -------
Dividends paid - (8,427)
--------------------------------------- --------- ------ -------
Net cash flows generated/(used
in) financing activities - (8,427)
--------------------------------------- --------- ------ -------
Net (decrease)/increase in cash
and cash equivalents (601) 708
--------------------------------------- --------- ------ -------
Cash and cash equivalents at 1
July 2014 1,994 1,286
--------------------------------------- --------- ------ -------
Cash and cash equivalents at 30
June 2015 19 1,393 1,994
--------------------------------------- --------- ------ -------
Notes to the consolidated and company financial statements at 30 June 2015
1. Authorisation of financial statements and statement of compliance with IFRSs
The financial statements of Avanti Capital plc for the year ended 30 June 2015 were authorised for issue by the board of directors on 2 November 2015 and the balance sheet was signed on the board's behalf by Richard Kleiner and Philip Crawford. Avanti Capital plc, the company, is a public limited company incorporated and domiciled in England and Wales. The company's ordinary shares are traded on the AIM market of the London Stock Exchange. The consolidated financial statements for the year ended 30 June 2015 comprise the financial statements of the parent company and its subsidiaries (collectively, 'the group').
The group and parent company's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union as they apply to financial statements of the Group and parent company for the year ended 30 June 2015.
The principal accounting policies adopted by the group and parent company are set out in note 2 and were consistently applied for all the periods presented, unless otherwise stated.
2. Accounting policies
Basis of preparation
The group and parent company's financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union as they apply to the financial statements of the group and parent company for the year ended 30 June 2015 and applied in accordance with the Companies Act 2006.
The group and parent company's financial statements are presented in sterling and all values are rounded to the nearest thousand pounds (GBP000) except when otherwise indicated.
The group and parent company financial statements have been prepared under the historical cost convention as modified for certain financial instruments, which are stated at fair value.
No profit or loss account is presented for the company as permitted by Section 408 of the Companies Act 2006. The loss dealt with in the financial statements of the parent company is GBP431,000 (2014 - profit GBP4.1 million). The parent company has not made any other comprehensive income.
Significant accounting judgements, estimates and assumptions
The preparation of the group and parent company's financial statements requires management to make judgements, estimates and assumptions that affect the reported amount of assets and liabilities at the balance sheet date, amounts reported for revenues and expenses during the year, and the disclosure of contingent liabilities, at the reporting date. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liability affected in future periods.
Judgements
In the process of applying the group and parent company's accounting policies, management has made the following judgements, apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial statements:
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year are described below.
Financial assets designated at fair value through profit or loss
The financial assets designated at fair value through profit or loss is valued in accordance with the accounting policy set out later in this note on page 20. In certain cases, the group is required to make estimates about expected future cash flows and levels of profitability, and hence they are subject to uncertainty. Further details are given in note 16.
Deferred tax assets (Judgement)
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Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.
Basis of consolidation
The consolidated financial statements include the financial statements of Avanti Capital plc and the entities it controls (its subsidiaries) for the periods reported.
For the purposes of preparing these consolidated accounts, subsidiaries are those entities controlled by the group. Control exists when the company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities and is achieved through direct or indirect ownership of voting rights, by way of contractual agreement. The financial statements of subsidiaries, which are prepared for the same reporting period, are included in the consolidated financial statements from the date that control commences until the date control ceases. All intra-group balances, income and expenses and unrealised gains and losses resulting from the intra-group transactions are eliminated in full. Accounting policies of subsidiary entities are consistent with the group accounting policies disclosed here.
Foreign currency translation
The consolidated financial statements are presented in pounds Sterling, which is also the parent company's functional and presentation currency. Each entity in the group determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange at the balance sheet date. All differences are taken to the income statement. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.
The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation difference on items whose fair value gain or loss is recognised in other comprehensive income or profit or loss are also recognised in other comprehensive income or profit or loss, respectively).
Investments and other financial assets
Financial assets within the scope of IAS 39 are classified as financial assets held at fair value through profit or loss, loans and receivables, held-to-maturity investments or available-for-sale financial assets, as appropriate. The group currently holds no held-to-maturity or available for sale financial assets. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit and loss, directly attributable transaction costs.
The group determines the classifications of its financial assets on initial recognition and, where allowed and appropriate, re-evaluates this designation at each financial year end.
All regular way purchases and sales of financial assets are recognised on the trade date, which is the date the group commits to purchase or sell the asset. Regular way purchases or sales of financial assets that require delivery of assets within the period are generally established by regulation or convention in the market place.
Financial assets designated at fair value through profit or loss
Financial assets held at fair value through profit or loss includes financial assets held for trading and financial assets designated upon initial recognition as at fair value through profit or loss.
Financial assets are classified as held for trading if they are acquired for the purpose of selling in the near term.
Financial assets designated at fair value through profit or loss are those that have been designated by management upon initial recognition. Management designated the financial assets, comprising equity shares and share options, at fair value through profit or loss upon initial recognition due to these assets are part of a group of financial assets, which are managed and their performance evaluated on a fair value basis, in accordance with a documented risk management or investment strategy.
Financial assets at fair value through profit or loss are recorded in the statement of financial position at fair value. Changes in fair value are recorded in 'Fair valuation movements of financial assets designated at fair value through profit or loss'. Interest earned or incurred is accrued in 'Interest income' or 'Interest expense' respectively, using the effective interest rate, while dividend income is recorded in 'Other operating income' when the right to the payment has been established.
Financial assets, comprising equity shares and share options, are valued in accordance with the "Guidelines for the valuation and disclosure of venture capital portfolios" published by the British Venture Capital Association on the following basis:
a) Early stage investments: these are investments in immature companies, including seed, start-up and early stage investments. Such investments are valued at a cost less any provision considered necessary, until no longer viewed as early stage or unless a significant transaction involving an independent third party at arm's length, values the investment at a materially different value;
b) Development stage investments: such investments are in mature companies having a maintainable trend of sustainable revenue and from which an exit, by way of flotation or trade sale, can be reasonably foreseen. An investment of this stage is periodically re-valued by reference to open market value. Valuation will usually be by one of five methods as indicated below:
i. At cost for at least one period unless such a basis is unsustainable;
ii. On a third party basis based on the price at which a subsequent significant investment is made involving a new investor;
iii. On an earnings basis, but not until at least a period since the investment was made, by applying a discounted price/earnings ratio to profit after taxation, either before or after interest; or
iv. On a net asset basis, again applying a discount to reflect the illiquidity of the investment.
v. On a comparable valuation by reference to similar business that have objective data representing their equity value.
c) Quoted investments: such investments are valued using the quoted market price, discounted if the shares are subject to any particular restrictions or are significant in relation to the issued share capital of a small quoted company.
At each balance sheet date a review of impairment in value is undertaken by reference to funding, investment or offers in progress after the balance sheet date and provision is made accordingly where the impairment in value is recognised.
Loans and receivables
Loans and receivables are non-derivative financial assets with a fixed or determinable payment that are not quoted in an active market. After initial recognition loans and receivables are carried at amortised cost using the effective interest rate method less any allowance for impairment. Gains and losses are recognised in the income statement when the loans and receivables are derecognised or impaired, as well as through the amortisation process.
The group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.
If there is objective evidence that an impairment loss on assets carried at amortised cost has been incurred, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset's original effective interest rate (ie the effective interest rate computed at initial recognition). The carrying amount of the asset is reduced through use of an allowance account. The amount of the loss is recognised in the income statement.
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed, to the extent that the carrying value of the asset does not exceed its amortised cost at the reversal date. Any subsequent reversal of an impairment loss is recognised in the income statement.
In relation to trade receivables, a provision for impairment is made when there is objective evidence (such as the probability of insolvency or significant financial difficulties of the debtor) that the group will not be able to collect all the amounts due under the original terms of the invoice. The carrying amount of the receivables is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as uncollectable.
Fair value
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The fair value of investments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments where there is no active market, fair value is determined using valuation techniques. Such techniques include using recent arm's length market transactions; reference to current market value of another instrument which is substantially the same; discounted cash flow analysis or other valuation models or other valuation models which are consistent with those permitted by IFRS 13.
Cash and cash equivalents
Cash and short-term deposits in the balance sheet comprise cash at bank and short-term deposits which are subject to an insignificant risk of changes in value - i.e. deposits with an original maturity of three months or less.
For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
Other financial liabilities
Trade and other payable are recognised initially at fair value net of directly attributable transaction costs and subsequently measured at amortised costs using the effective interest rate method.
De-recognition of financial assets and liabilities
Financial assets
A financial asset (or, where applicable a part of financial asset or part of a group of similar financial assets) is derecognised when:
-- The rights to receive cash flows from the asset have expired;
-- The group retains the right to receive cash flows from the assets, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or
-- The group has transferred its rights to receive cash flows from the asset and neither (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the group has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the group's continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the group could be required to repay.
When continuing involvement takes the form of a written and/or purchase option (including a cash settled option or similar provision) on the transferred asset that the group may repurchase, except that in the case of a written put option (including a cash settled option or similar provision) on an asset measured at fair value, the extent of the group's continuing involvement is limited to the lower of the fair value of the transferred asset and the option exercise price.
Financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modifications is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the income statement.
Provisions
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.
The expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Operating exceptional items
Operational exceptional items are treated as such if the matters are material and fall within one of the categories below:
a) Restructuring costs of an activity of the group; b) Disposals of investments; and c) Abortive deals.
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured at the fair value of the consideration received, excluding discounts, rebates and Value Added Taxes.
Revenue from sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on delivery of the goods.
Interest income is recognised as interest accrues (using the effective interest rate method).
Taxes
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the income statement.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences, except:
-- where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
-- in respect of taxable temporary difference associated with investments in subsidiaries, associates and interest in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
-- where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
-- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interest in joint ventures, deferred income tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each balance sheet date and are recognised to the extent that it has become probable that the future taxable profit will allow the deferred tax asset to be recovered.
Changes in accounting policies
The following standards and interpretations are applicable but had no material impact on the group:
Effective
dates*
IFRS 10 Consolidated Financial Statements 1 January
2014
IFRS 11 Joint Arrangements 1 January
2014
IFRS 12 Disclosure of Interests in Other 1 January
Entities 2014
IAS 27 Separate Financial Statements 1 January
2014
IAS 28 Investments in Associates and Joint 1 January
Ventures 2014
IAS 32 Financial Instruments: Presentation
- Offsetting Financial Assets and Financial 1 January
Liabilities (Amendments) 2014
IAS 36 Impairment of Assets - Recoverable
Amount Disclosures for Non-Financial Assets 1 January
(Amendments) 2014
IAS 39 Financial Instruments: Recognition
and Measurement- Novation of Derivatives
and Continuation of 1 January
Hedge Accounting (Amendments) 2014
Investment Entities (Amendments to IFRS 1 January
10, IFRS 12 and IAS 27) 2014
IFRIC 21 Levies 1 January
2014
IAS 19 Employee Benefits - Defined Benefit 1 July
Plans: Employee Contributions (Amendments) 2014
Annual Improvements to IFRSs 2010-2012 1 July
Cycle 2014
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Annual Improvements to IFRSs 2011-2013 1 July Cycle 2014
New standards and interpretations not applied
The following standards and interpretations in issue are not yet effective for the group and have not been adopted by the group:
Effective
dates*
IFRS 14 Regulatory Deferral Accounts 1 January
2016
Amendments to IFRS 10, IFRS 12 and IAS
28: Investment Entities: Applying Consolidation 1 January
Exception 2016
Amendments to IAS 1: Disclosure Initiative 1 January
2016
Amendments to IFRS 11: Accounting for 1 January
Acquisitions of Interests in Joint Operations 2016
Amendments to IAS 16 and IAS 41: Agriculture: 1 January
Bearer Plants 2016
Amendments to IAS 16 and IAS 38: Clarification
of Acceptable Methods of Depreciation 1 January
and Amortisation 2016
Amendments to IAS 27: Equity Method in 1 January
Separate Financial Statements 2016
Amendments to IFRS 10 and IAS 28: Sale
or Contribution of Assets between an Investor 1 January
and its Associate or Joint Venture 2016
Annual Improvements to IFRSs 2012-2014 1 January
Cycle 2016
IFRS 15 Revenue from Contracts with Customers 1 January
2018
IFRS 9 Financial Instruments 1 January
2018
The directors do not expect the adoption of these standards and interpretations to have a material impact on the consolidated or company financial statements in the period of initial adoption.
* The effective dates stated above are those given in the original IASB/IFRIC standards and interpretations. As the group prepares its financial statements in accordance with IFRSs as adopted by the European Union (EU), the application of new standards and interpretations will be subject to their having been endorsed for use in the EU via the EU Endorsement mechanism. In the majority of cases this will result in an effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the group's discretion to early adopt standards. IFRS 10, 11 and 12 and IAS 27 and 28 were issued by IASB with an effective date of 1 January 2013 but have been adopted by the EU with an effective date of 1 January 2014.
3. Segmental information
The primary reporting format is determined to be business segments as the group's risks and rates of return are affected predominantly by differences in the business segments. Secondary segment information is reported geographically. For management purposes, the group organised into business units based on their products and services. The group had two reportable business segments in previous years as follows:
-- Investment and ancillary services provides management services in respect of the investment market.
-- Bar and night clubs segment relates to the UK late-night, entertainment-led venues and restaurants, which was exclusive to Eclectic Bars Group
No operating segments have been aggregated to form the above reportable operating segments.
Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss.
Transfer prices between operating segments are on an arm's length basis in a manner similar to transactions with third parties.
Following the disposal of Eclectic Bars Group and its subsidiaries in prior year, the company is left with the one reporting segment.
Primary reporting format - business segments
The following tables present revenue and loss and certain asset and liability information regarding the group's business segments for the years ended 30 June 2015 and 2014.
Year ended 30 June 2015
Investments Bars &
& ancillary Night clubs Eliminations Total
GBP000 GBP000 GBP000 GBP000
----------------------------- ----------- ----------- ------------ ------
Revenue
----------------------------- ----------- ----------- ------------ ------
Inter segment sales - - - -
----------------------------- ----------- ----------- ------------ ------
Sales to external
customers - - - -
----------------------------- ----------- ----------- ------------ ------
Segment revenue - - - -
----------------------------- ----------- ----------- ------------ ------
Results
----------------------------- ----------- ----------- ------------ ------
Segment results (238) - - (238)
----------------------------- ----------- ----------- ------------ ------
Group operating loss (238) - - (238)
----------------------------- ----------- ----------- ------------ ------
Net finance revenue 26 - - 26
----------------------------- ----------- ----------- ------------ ------
Fair valuation of
financial assets designated
at fair value through
profit or loss - - - -
----------------------------- ----------- ----------- ------------ ------
Loss before taxation (212) - - (212)
----------------------------- ----------- ----------- ------------ ------
Assets and liabilities
----------------------------- ----------- ----------- ------------ ------
Other segment assets 1,698 - - 1,698
----------------------------- ----------- ----------- ------------ ------
Financial assets designated
at fair value through
profit or loss 4,438 - - 4,438
----------------------------- ----------- ----------- ------------ ------
Total assets 6,136 - - 6,136
----------------------------- ----------- ----------- ------------ ------
Segment liabilities 1,842 - - 1,842
----------------------------- ----------- ----------- ------------ ------
Total liabilities 1,842 - - 1,842
----------------------------- ----------- ----------- ------------ ------
Other segment disclosures
----------------------------- ----------- ----------- ------------ ------
Capital expenditure:
----------------------------- ----------- ----------- ------------ ------
Property, plant and
equipment - additions - - - -
----------------------------- ----------- ----------- ------------ ------
Financial assets designated
at fair value through
profit or loss - additions 18 - - 18
----------------------------- ----------- ----------- ------------ ------
Depreciation 1 - - 1
----------------------------- ----------- ----------- ------------ ------
Year ended 30 June 2014
Bars &
Night clubs
Discontinued
Investments operations
& ancillary (note 17) Eliminations Total
GBP000 GBP000 GBP000 GBP000
----------------------------- ----------- ------------ ------------ -------
Revenue
----------------------------- ----------- ------------ ------------ -------
Inter segment sales 44 - (44) -
----------------------------- ----------- ------------ ------------ -------
Sales to external
customers - 9,337 (9,337) -
----------------------------- ----------- ------------ ------------ -------
Segment revenue 44 9,337 (9,381) -
----------------------------- ----------- ------------ ------------ -------
Results
----------------------------- ----------- ------------ ------------ -------
Segment results (2,225) 753 (797) (2,269)
----------------------------- ----------- ------------ ------------ -------
Group operating loss (2,225) 753 (797) (2,269)
----------------------------- ----------- ------------ ------------ -------
Net finance revenue/(cost) 284 (318) 41 7
----------------------------- ----------- ------------ ------------ -------
Fair valuation of
financial assets designated
at fair value through
profit or loss - - - -
----------------------------- ----------- ------------ ------------ -------
Loss before taxation (1,941) 435 (756) (2,262)
----------------------------- ----------- ------------ ------------ -------
Assets and liabilities
----------------------------- ----------- ------------ ------------ -------
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Other segment assets 2,133 - - 2,133 ----------------------------- ----------- ------------ ------------ ------- Financial assets designated at fair value through profit or loss 4,079 - - 4,079 ----------------------------- ----------- ------------ ------------ ------- Total assets 6,212 - - 6,212 ----------------------------- ----------- ------------ ------------ ------- Segment liabilities 1,706 - - 1,706 ----------------------------- ----------- ------------ ------------ ------- Total liabilities 1,706 - - 1,706 ----------------------------- ----------- ------------ ------------ ------- Other segment disclosures ----------------------------- ----------- ------------ ------------ ------- Capital expenditure: ----------------------------- ----------- ------------ ------------ ------- Property, plant and equipment - additions - 537 (537) - ----------------------------- ----------- ------------ ------------ ------- Financial assets designated at fair value through profit or loss - additions - - - - ----------------------------- ----------- ------------ ------------ ------- Depreciation 1 503 (503) 1 ----------------------------- ----------- ------------ ------------ -------
Secondary reporting format - Geographical segments
The following tables present revenue, certain assets and capital expenditure information regarding the Group's geographical segments relating to continuing operations for the years ended 30 June 2015 and 2014.
Year ended 30 June 2015
UK USA Total
GBP000 GBP000 GBP000
------------------------------ ------ ------ ------
Revenue
------------------------------ ------ ------ ------
Inter segment sales - - -
------------------------------ ------ ------ ------
Revenue from continuing
operations - - -
------------------------------ ------ ------ ------
Other segment information
------------------------------ ------ ------ ------
Segment assets 1,464 234 1,698
------------------------------ ------ ------ ------
Financial assets designated
at fair value through profit
or loss - 4,438 4,438
------------------------------ ------ ------ ------
Total assets 1,464 4,672 6,136
------------------------------ ------ ------ ------
Year ended 30 June 2014
UK USA Total
GBP000 GBP000 GBP000
------------------------------ ------ ------ ------
Revenue
------------------------------ ------ ------ ------
Inter segment sales - - -
------------------------------ ------ ------ ------
Revenue from continuing
operations - - -
------------------------------ ------ ------ ------
Other segment information
------------------------------ ------ ------ ------
Segment assets 2,133 - 2,133
------------------------------ ------ ------ ------
Financial assets designated
at fair value through profit
or loss - 4,079 4,079
------------------------------ ------ ------ ------
Total assets 2,133 4,079 6,212
------------------------------ ------ ------ ------
Capital expenditure:
------------------------------ ------ ------ ------
Property, plant and equipment
- additions - - -
------------------------------ ------ ------ ------
Investments
------------------------------ ------ ------ ------
Profit from discontinued
operations 5,110 - 5,110
------------------------------ ------ ------ ------
4. Administrative expenses - exceptional items
Discontinued
Continuing operations
operations (note 17) Total
2015 2014 2015 2014 2015 2014
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------- ------ ------ ------ ------ ------ ------
Deal and merger
costs:
------------------- ------ ------ ------ ------ ------ ------
- Redundancy
costs - - - 15 - 15
------------------- ------ ------ ------ ------ ------ ------
- Cost on abortive
projects - - - 1 - 1
------------------- ------ ------ ------ ------ ------ ------
- Restructuring
charges - - - 82 - 82
------------------- ------ ------ ------ ------ ------ ------
- Loss in the
fair value on
sale of financial
assets designated
at fair value
through profit
or loss - 8 - - - 8
------------------- ------ ------ ------ ------ ------ ------
- 8 - 98 - 106
------------------- ------ ------ ------ ------ ------ ------
5. Group operating (loss)/profit
This is stated after charging/(crediting):
Continuing Discontinued
operations operations Total
2015 2014 2015 2014 2015 2014
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------------- ------ ------ ------ ------ ------ ------
Depreciation
of property,
plant and equipment 1 1 - 505 1 506
---------------------- ------ ------ ------ ------ ------ ------
Net foreign currency
differences 10 12 - - 10 12
---------------------- ------ ------ ------ ------ ------ ------
Cost of inventories
recognised as
an expense (included
in cost of sales) - - - 1,956 - 1,956
---------------------- ------ ------ ------ ------ ------ ------
Operating lease
payments - land
and buildings - - - 612 - 612
---------------------- ------ ------ ------ ------ ------ ------
Provision for
carried interest 144 1,660 - - 144 1,660
---------------------- ------ ------ ------ ------ ------ ------
6. Auditor's remuneration
2015 2014
GBP000 GBP000
------------------------------------------ ------ ------
Audit of the group's financial statements 34 43
------------------------------------------ ------ ------
Other fees to auditor:
------------------------------------------ ------ ------
- auditing the accounts of subsidiaries 3 -
------------------------------------------ ------ ------
37 43
------------------------------------------ ------ ------
There are no non-audit fees paid to the auditor.
7. Staff costs
Continuing Discontinued
operations operations Total
2015 2014 2015 2014 2015 2014
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------- ------ ------ ------ ------ ------ ------
Wages and salaries - - - 2,112 - 2,112
------------------- ------ ------ ------ ------ ------ ------
Social security
costs - - - 73 - 73
------------------- ------ ------ ------ ------ ------ ------
- - - 2,185 - 2,185
------------------- ------ ------ ------ ------ ------ ------
There were no pension contributions during the year.
The average monthly number of employees, including directors, during the year was as follows:
Continuing Discontinued
operations operations Total
2015 2014 2015 2014 2015 2014
No. No. No. No. No. No.
-------------------- ------ ----- ------ ------ ---- ----
Investment holdings 3 3 - - 3 3
-------------------- ------ ----- ------ ------ ---- ----
Bar and night
clubs
-------------------- ------ ----- ------ ------ ---- ----
- Bar staff - - - 475 - 475
-------------------- ------ ----- ------ ------ ---- ----
- Head office - - - 14 - 14
-------------------- ------ ----- ------ ------ ---- ----
3 3 - 489 3 489
-------------------- ------ ----- ------ ------ ---- ----
All employees in continuing operations were directors. Their remuneration is disclosed in note 8 and in the Report on Directors' Remuneration in the Directors' Report on page 9.
8. Directors' remuneration
2015 2014
GBP000 GBP000
----- ------ ------
Fees 45 42
----- ------ ------
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An analysis of directors' remuneration is set out in the Directors' Report. There were no pension payments in respect of either year. Included in the report on directors' remuneration are details of fees payable to Odyssey Partners Limited, a company controlled by Richard Kleiner, in respect of the investment management agreement between the company and Odyssey Partners Limited.
9. Finance revenue
Discontinued
Continuing operations (note
operations 17) Total
2015 2014 2015 2014 2015 2014
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------ ------ ------ --------- -------- ------ ------
On deposits
and liquid funds 3 7 - 3 3 10
------------------ ------ ------ --------- -------- ------ ------
On loan issued 23 - - - 23 -
------------------ ------ ------ --------- -------- ------ ------
26 7 - 3 26 10
------------------ ------ ------ --------- -------- ------ ------
10. Finance cost
Discontinued
Continuing operations
operations (note 17) Total
2015 2014 2015 2014 2015 2014
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------- ------ ------ ------ ------ ------ ------
Bank loans and
overdrafts - - - 42 - 42
--------------- ------ ------ ------ ------ ------ ------
- - - 42 - 42
--------------- ------ ------ ------ ------ ------ ------
11. Taxation
The major components of income tax for the years ended 30 June 2015 and 2014 are:
(a) Analysis of charge in year:
2015 2014
GBP000 GBP000
------------------------------------- ------ ------
Current tax
------------------------------------- ------ ------
UK corporation tax on the profit
for the year - -
------------------------------------- ------ ------
Deferred tax
------------------------------------- ------ ------
Utilisation of tax losses (note
11(c)) - -
------------------------------------- ------ ------
Origination and reversal of temporary
differences - -
------------------------------------- ------ ------
Prior year overstatement of deferred
tax asset - -
------------------------------------- ------ ------
Total tax charge for year - -
------------------------------------- ------ ------
(b) Factors affecting current tax charge for the year:
The tax assessed for the year differs from the standard rate of corporation tax in the UK. The differences are explained below:
2015 2014
GBP000 GBP000
---------------------------------------- ------ -------
Loss on ordinary activities before
tax - continuing operation (212) (2,262)
---------------------------------------- ------ -------
Profit on ordinary activities before
tax - discontinued operation - 5,274
---------------------------------------- ------ -------
(212) 3,012
---------------------------------------- ------ -------
(Loss)/Profit on ordinary activities
multiplied by standard rate
of corporation tax in the UK of 20.75%
(2014 - 22.50%) (44) 678
---------------------------------------- ------ -------
Effects of:
---------------------------------------- ------ -------
Disallowable expenses and non-taxable
income - 1
---------------------------------------- ------ -------
Movement in unrecognised deferred
tax (44) (679)
---------------------------------------- ------ -------
Total tax charge for year (note 11a) - -
---------------------------------------- ------ -------
(c) Deferred tax
2015 2014
GBP000 GBP000
--------------------------------- ------ ------
Recognised in balance sheet:
--------------------------------- ------ ------
Deferred tax liability - Goodwill - -
--------------------------------- ------ ------
Deferred tax asset
--------------------------------- ------ ------
Tax losses - -
--------------------------------- ------ ------
Capital allowances - -
--------------------------------- ------ ------
- -
--------------------------------- ------ ------
Legislation to reduce the UK main rate of corporation tax from 23% to 21% with effect from 1 April 2014 and to 20% with effect from 1 April 2015 was enacted in July 2013. Accordingly, deferred tax balances as at 30 June 2015 have been calculated on these rates.
The group has tax losses, predominantly in the form of capital losses, arising in the UK of approximately GBP12 million (2014 - GBP12 million) that are available indefinitely for offset against future chargeable gains in the group. In addition there are excess management expenses of approximately GBP5.5 million (2014 - GBP5.3 million) and a non-trade deficit of GBP2.2 million (2014 - GBP2.2 million) that are available for offset against future taxable profits of those companies in which the losses arose. Deferred tax assets of GBP4.0 million (2014 - GBP4.2 million) in respect of such losses have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere in the group. If investments classified as 'Financial assets designated at fair value through profit or loss' were sold at their valuations at the balance sheet date, capital losses of GBP2.3 million (2014: GBP2.3 million) would arise.
In addition, deferred tax assets of GBP0.1 million (2014 - GBP0.1 million) arising on decelerated capital allowances of GBP0.1 million (2014 - GBP0.1 million) and deferred tax assets of GBP0.4 million (2014 - GBP0.4 million) arising on the carried interest provision of GBP1.775 million (2014 - GBP1.631 million) have also not been recognised as there is not sufficient certainty of future profits against which the temporary difference will unwind.
12. Dividends
Amounts recognised as distributions to equity holders of the company in the previous year:
2015 2014
GBP000 GBP000
------------------------------- ------ ------
Interim dividend paid on 16
January 2014 at 63p per share - 4,976
------------------------------- ------ ------
Interim dividend paid on 28
March 2014 at 42p per share - 3,451
------------------------------- ------ ------
Total dividends - 8,427
------------------------------- ------ ------
13. (Loss)/earnings per share
The loss per share calculation is based on the group's retained loss attributable to the shareholders of the parent for the year of GBP212,000 (2014 - profit GBP2.8 million) and the weighted average number of shares in issue for the year of 8,025,752 (2013 - 8,025,752). Further information is set out in note 22 on page 37.
The (loss)/earnings attributed to ordinary shareholders and the weighted average number of shares for the purposes of calculating the diluted (loss)/earnings per share is identical to those used for basic (loss)/earnings per share.
2015 2014
GBP000 GBP000
------------------------------------- ---------- ---------
Loss from continuing operations (212) (2,262)
------------------------------------- ---------- ---------
Profit from discontinuing operations - 5,020
------------------------------------- ---------- ---------
Weighted average number of
shares 8,025,752 8,025,752
------------------------------------- ---------- ---------
(Loss)/Earnings per share -
basic and fully diluted (2.64)p 34.36p
------------------------------------- ---------- ---------
(Loss)/Earnings per share -
from discontinued operations - 63.67p
------------------------------------- ---------- ---------
14. Intangible assets
Goodwill
GBP000
----------------------------------- --------
Cost:
----------------------------------- --------
At 1 July 2013 5,196
----------------------------------- --------
Additions 130
----------------------------------- --------
Disposal of subsidiary investments (5,326)
----------------------------------- --------
As at 30 June 2014 and 30 June
2015 -
----------------------------------- --------
Net book value as at 30 June
2014 and 30 June 2015 -
----------------------------------- --------
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Goodwill in previous years arose through the acquisition of Eclectic Bars Limited. The additions in prior year reflect a business acquisition made by Eclectic Bars Limited (see note 15). The carrying amount was reduced to GBPnil during the prior period to reflect the disposal of its subsidiary investments (see note 17).
15. Property, plant and equipment
Group
Leasehold IT Furniture Motor
improvements equipment and fittings vehicles Total
GBP000 GBP000 GBP000 GBP000 GBP000
--------------------- ------------ --------- ------------ -------- --------
Cost:
--------------------- ------------ --------- ------------ -------- --------
At 30 June 2013 1,698 667 6,803 177 9,345
--------------------- ------------ --------- ------------ -------- --------
Additions 353 27 157 - 537
--------------------- ------------ --------- ------------ -------- --------
Acquired in business
combination (*) 785 - 135 - 920
--------------------- ------------ --------- ------------ -------- --------
Disposals (see note
17) (2,836) (679) (7,095) (177) (10,787)
--------------------- ------------ --------- ------------ -------- --------
At 30 June 2014 and
30 June 2015 - 15 - - 15
--------------------- ------------ --------- ------------ -------- --------
Depreciation:
--------------------- ------------ --------- ------------ -------- --------
At 30 June 2013 974 136 2,718 79 3,907
--------------------- ------------ --------- ------------ -------- --------
Charge for the year 83 18 393 11 505
--------------------- ------------ --------- ------------ -------- --------
Disposals (see note
17) (1,057) (140) (3,111) (90) (4,398)
--------------------- ------------ --------- ------------ -------- --------
At 30 June 2014 - 14 - - 14
--------------------- ------------ --------- ------------ -------- --------
Charge for the year - 1 - - -
--------------------- ------------ --------- ------------ -------- --------
At 30 June 2015 - 15 - - 15
--------------------- ------------ --------- ------------ -------- --------
Net book value:
--------------------- ------------ --------- ------------ -------- --------
At 30 June 2015 - - - - -
--------------------- ------------ --------- ------------ -------- --------
At 30 June 2014 - - - - 1
--------------------- ------------ --------- ------------ -------- --------
(*) The business combination was made by Eclectic Bars Limited. The consideration was GBP1,096,000. Property, plant and equipment and other net assets were acquired for GBP920,000 and GBP46,000 respectively, giving rise to goodwill of GBP130,000 (see note 14).
Company
IT Furniture
equipment and fittings Total
GBP000 GBP000 GBP000
-------------------------- --------- ------------ ------
Cost:
-------------------------- --------- ------------ ------
At 30 June 2013 15 3 18
-------------------------- --------- ------------ ------
Disposal - (3) (3)
-------------------------- --------- ------------ ------
At 30 June 2014 and at 30
June 2015 15 - 15
-------------------------- --------- ------------ ------
Depreciation:
-------------------------- --------- ------------ ------
At 30 June 2013 14 3 17
-------------------------- --------- ------------ ------
Charge for the year - - -
-------------------------- --------- ------------ ------
Disposal - (3) (3)
-------------------------- --------- ------------ ------
At 30 June 2014 14 - 14
-------------------------- --------- ------------ ------
Charge for the year 1 - 1
-------------------------- --------- ------------ ------
At 30 June 2015 15 - 15
-------------------------- --------- ------------ ------
Net book value:
-------------------------- --------- ------------ ------
At 30 June 2015 - - -
-------------------------- --------- ------------ ------
At 30 June 2014 1 - 1
-------------------------- --------- ------------ ------
16. Financial assets designated at fair value through profit or loss
Group Company Group Company
2015 2015 2014 2014
GBP000 GBP000 GBP000 GBP000
----------------------- ------ ------- ------ -------
Unlisted investments 4,438 - 4,079 -
----------------------- ------ ------- ------ -------
Investment in unlisted
subsidiaries - 2,854 - 2,854
----------------------- ------ ------- ------ -------
4,438 2,854 4,079 2,854
----------------------- ------ ------- ------ -------
Group - Unlisted investments
Cost Provision Revaluation Book value
GBP000 GBP000 GBP000 GBP000
--------------------- ------- --------- ----------- ----------
At 30 June 2013 13,772 (7,798) (1,532) 4,442
--------------------- ------- --------- ----------- ----------
Disposals (1,119) 767 - (352)
--------------------- ------- --------- ----------- ----------
Adjustments - 59 (59) -
--------------------- ------- --------- ----------- ----------
Exchange differences - (11) - (11)
--------------------- ------- --------- ----------- ----------
At 30 June 2014 12,653 (6,983) (1,591) 4,079
--------------------- ------- --------- ----------- ----------
Additions 18 - - 18
--------------------- ------- --------- ----------- ----------
Exchange differences - 341 - 341
--------------------- ------- --------- ----------- ----------
At 30 June 2015 12,671 (6,642) (1,591) 4,438
--------------------- ------- --------- ----------- ----------
Company - Unlisted investments
Cost Provision Revaluation Book value
GBP000 GBP000 GBP000 GBP000
--------------------- ------- --------- ----------- ----------
At 30 June 2013 11,797 (1,644) - 10,153
--------------------- ------- --------- ----------- ----------
Repayments (see note
17) (7,299) - - (7,299)
--------------------- ------- --------- ----------- ----------
At 30 June 2014 and
at 30 June 2015 4,498 (1,644) - 2,854
--------------------- ------- --------- ----------- ----------
All unlisted investments represent investments into equity shares.
Fair value hierarchy
Group
As at 30 June 2015, the group held the following financial instruments measured at fair value:
The group and the company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have significant effect on the recorded fair value are observable, either directly or indirectly
Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data
The disposal in prior year only related to Espresso and did not include that of Eclectic Bars group and its subsidiaries. The total proceeds of GBP342,000 from Espresso disposal were broadly in line with the carrying value of the investment. Of this amount, GBP73,000 was included in trade and other receivables as at prior year-end.
Assets measured at fair value
Total Level 1 Level 2 Level 3
GBP000 GBP000 GBP000 GBP000
----------------------- ------ ------- ------- -------
Financial assets held
at fair value through
profit or loss:
----------------------- ------ ------- ------- -------
Equity shares
----------------------- ------ ------- ------- -------
At 30 June 2013 4,442 - 4,051 391
----------------------- ------ ------- ------- -------
Disposals (352) - 39 (391)
----------------------- ------ ------- ------- -------
Exchange differences (11) - (11) -
----------------------- ------ ------- ------- -------
At 30 June 2014 4,079 - 4,079 -
----------------------- ------ ------- ------- -------
Additions 18 - 18 -
----------------------- ------ ------- ------- -------
Exchange differences 341 - 341 -
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----------------------- ------ ------- ------- ------- Revaluation - - - - ----------------------- ------ ------- ------- ------- At 30 June 2015 4,438 - 4,438 - ----------------------- ------ ------- ------- -------
During the reporting period, there were no transfers between level 1 and level 2 and a transfer into and out of level 3.
The fair values of financial assets are determined in accordance with the valuation guidelines issued by the British Venture Capital Association as set out in accounting policy note 2. This is on a comparable valuation by reference to similar business that have objective data representing their equity value. There have been no changes in the valuation technique during the year.
The fair value approximates to the carrying value of the financial assets.
Company
As at 30 June 2015, the company held the following financial instruments measured at fair value:
The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities
Level 2: other techniques for which all inputs which have significant effect on the recorded fair value are observable, either directly or indirectly
Assets measured at fair value
Level Level
Total 1 2
GBP000 GBP000 GBP000
------------------------------- ------- ------ --------
Financial assets held at fair
value through profit or loss:
------------------------------- ------- ------ --------
Equity shares and loans
------------------------------- ------- ------ --------
At 30 June 2013 10,153 - 10,153
------------------------------- ------- ------ --------
Disposals (7,299) - (7,299)
------------------------------- ------- ------ --------
At 30 June 2014 2,854 - 2,854
------------------------------- ------- ------ --------
At 30 June 2015 2,854 - 2,854
------------------------------- ------- ------ --------
Details of the significant investments in which the company holds, directly or indirectly, 20% or more of the nominal value of any class of share capital as at 30 June 2015 are as follows:
Proportion of voting
rights
Name of Company Nature
Holding and shares held of business
--------------- --------------- -------------------- ------------
Subsidiary
undertakings:
--------------- --------------- -------------------- ------------
Avanti Holdings Private
plc Ordinary shares 100% equity
--------------- --------------- -------------------- ------------
Avanti Partners Private
NV* Ordinary shares 100% equity
--------------- --------------- -------------------- ------------
Avanti Nominees
Limited Ordinary shares 100% Dormant
--------------- --------------- -------------------- ------------
Avanti Partners NV is directly owned by Avanti Holdings plc and is in turn directly owned by Avanti Capital plc.
* Incorporated in Belgium. All other subsidiaries are domiciled and incorporated in England & Wales.
17. Discontinued operations
During the previous period, the group disposed of its interest in Eclectic Bars Limited following Eclectic Bars' floatation on the AIM market of the London Stock Exchange.
GBP000
------------------------------------------------ -------
Profit & loss
------------------------------------------------ -------
Turnover 9,337
------------------------------------------------ -------
Less: Cost of sales (1,957)
------------------------------------------------ -------
Gross profit 7,380
------------------------------------------------ -------
Operating expenses (6,026)
------------------------------------------------ -------
EBITDA 1,354
------------------------------------------------ -------
Depreciation (503)
------------------------------------------------ -------
Interest payable (42)
------------------------------------------------ -------
Profit on ordinary activities before taxation
and exceptional items 809
------------------------------------------------ -------
Exceptional items - other (98)
------------------------------------------------ -------
Profit on ordinary activities before taxation 711
------------------------------------------------ -------
Taxation (164)
------------------------------------------------ -------
Profit for the period from discontinued
operation* 547
------------------------------------------------ -------
Gain on disposal of the discontinued operations 4,563
------------------------------------------------ -------
Total** 5,110
------------------------------------------------ -------
* The company's investment in Eclectic Bars and its subsidiaries was disposed of when Eclectic Bars listed on the AIM market of the London Stock Exchange in late November 2013 for a cash consideration of GBP4.5 million (excluding legal and professional fees of GBP151,000). Up to the date of disposal (and the simultaneous deconsolidation of Eclectic Bars), the group's recognised profits from Eclectic Bars of GBP0.5 million which has been classified as arising from discontinued operations. The primary segment was that of bars and night clubs (see note 3).
** Including minority interest of GBP90,000.
The assets and liabilities of Eclectic Bars group at disposal were as follows:
GBP000
--------------------------------------- ------
Cash and cash equivalent 607
---------------------------------------- ------
Intangible and tangible assets 11,715
---------------------------------------- ------
Current assets (including inventories) 1,622
---------------------------------------- ------
Liabilities (including bank loans) 6,823
---------------------------------------- ------
As there are losses brought forward, there is no tax due on the gain of the disposal (see note 11).
Eclectic Bar group repaid the whole outstanding loan amount subsequent to its flotation on the AIM market of the London Stock Exchange for the amount of GBP7.3 million. This, together with the net consideration for the sale of shares referred to above of GBP4.4 million, resulted in total cash receipts of GBP11.7 million.
Discontinued operations affected the group cash flow statements as follows:
GBP000
----------------------------------------- ------
Net cash provided by/(used in) operating
activities 863
------------------------------------------ ------
Net cash provided by/(used in) investing
activities 2,320
------------------------------------------ ------
Net cash provided by/(used in) financing
activities 578
------------------------------------------ ------
18. Trade and other receivables
Group Company Group Company
2015 2015 2014 2014
GBP000 GBP000 GBP000 GBP000
-------------------- ------ ------- ------ -------
Trade and other
receivables 26 11 84 13
--------------------- ------ ------- ------ -------
Amounts due from
subsidiary company - 1,152 - 987
--------------------- ------ ------- ------ -------
26 1,163 84 1,000
-------------------- ------ ------- ------ -------
Trade receivables are non-interest bearing and are generally on 30-90 days terms. Impairment has been considered and no provision was considered necessary.
At both 30 June 2015 and 30 June 2014 none of the trade receivables were past due or impaired.
The credit quality of trade receivables that are neither past due nor impaired can not be quantified as no credit rating information for the trade receivables is available.
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Of the balance in respect of counterparties with internal ratings, 100% of existing customers are with no history of defaults.
19. Cash and cash equivalents
Group Company Group Company
2015 2015 2014 2014
GBP000 GBP000 GBP000 GBP000
-------------------- ------ ------- ------ -------
Cash at bank and
on hand 48 3 58 4
--------------------- ------ ------- ------ -------
Short-term deposits 1,390 1,390 1,990 1,990
--------------------- ------ ------- ------ -------
1,438 1,393 2,048 1,994
-------------------- ------ ------- ------ -------
20. Trade and other payables
Group Company Group Company
2015 2015 2014 2014
GBP000 GBP000 GBP000 GBP000
----------------- ------ ------- ------ -------
Trade payables 4 4 13 13
------------------ ------ ------- ------ -------
Accruals and
other creditors 63 58 62 57
------------------ ------ ------- ------ -------
67 62 75 70
----------------- ------ ------- ------ -------
21. Provision
Group Company
GBP000 GBP000
------------------------- ------- -------
Carried interest
------------------------- ------- -------
At 30 June 2013 2,554 2,554
------------------------- ------- -------
Provision in period 1,660 29
------------------------- ------- -------
Utilisation of provision (2,583) (2,583)
------------------------- ------- -------
At 30 June 2014 1,631 -
------------------------- ------- -------
Provision in period 144 -
------------------------- ------- -------
Utilisation of provision - -
------------------------- ------- -------
At 30 June 2015 1,775 -
------------------------- ------- -------
In November 2008, the company and its subsidiaries entered into an arrangement with Odyssey Partners Limited in relation to the management of the group's portfolio which was effected through a change to the terms of the then existing investment management agreement. The terms include a hurdle over which the carried interest has a positive value. This hurdle, based on net assets, is equivalent to 82.5p per share (a 23% premium to the price as at 4 November 2008 the date the new arrangement was effected).
The carried interest has been provided on the basis of terms of agreement between the company and Odyssey Partners Limited. The group's disposal of its interest in Eclectic Bars Limited, following its flotation on the AIM market of the London Stock Exchange and the GBP7.3 million repayment of the loan by Eclectic Bars, triggered the payment of GBP2.58 million of the carried interest on 13 December 2013.
The carried interest provision as at 30 June 2015 of GBP1.775 million assumes that the group's remaining investments (including Mblox) are realised at their respective carrying values.
22. Share capital
Allotted, called
up
Authorised and fully paid
2015 2014 2015 2014
No. No. No. No.
----------------- ---------- ---------- --------- ---------
Ordinary shares
of GBP0.01 each 20,833,333 20,833,333 8,025,752 8,025,752
------------------ ---------- ---------- --------- ---------
GBP000 GBP000 GBP000 GBP000
----------------- ---------- ---------- --------- ---------
Ordinary shares
of GBP0.01 each 208 208 80 80
------------------ ---------- ---------- --------- ---------
As referred to in the Strategic Report and the Report of the Directors', the company effected a Capital Reduction Scheme during the year to 30 June 2014, full details of which were set out in the Circular distributed to shareholders on 6 February 2014. A summary of the Capital Reduction Scheme are as follows:
a) the amount standing to the credit of the company's merger reserve in the sum of GBP2,044,726.31 was capitalised by way of a bonus issue of newly created Capital Reduction Shares;
b) the newly created Capital Reduction Shares were cancelled;
c) the amount standing to the credit of the company's share capital redemption reserve (such amount being, as at 30 June 2013, GBP1,409,004 was cancelled; and
d) the share capital of the company was reduced from GBP4,815,451.20 divided into 8,025,752 ordinary shares of 60 pence each, to GBP80,257.52 divided into 8,025,752 ordinary shares of 1 pence each, and that the resulting sum of GBP4,735,193.68 be credited to the distributable reserves of the company.
Following the approval by the company's shareholders of the resolutions in the Capital Reduction and the subsequent approval of the Court, the company's distributable reserves were increased by GBP8,188,923.99.
In seeking the Court's approval of the Capital Reduction Scheme, the Court required protection for the creditors (including contingent creditors) of the company whose debts remain outstanding on the relevant dated, except in the case of creditors which have consented to the Capital Reduction. Any such creditor protection included seeking the consent of the Company's creditors to the Capital Reduction or the provision by the Company to the Court of an undertaking to deposit a sum of money into a blocked account created for the purpose of discharging the non-consenting creditors of the Company. At the time the company owed no more than GBP45,000 to its creditors and had a provision in its audited accounts for the financial period ended 30 June 2013 of GBP2,554,000 in respect of carried interest due by the company and its subsidiary, Avanti Partners NV, to Odyssey Partners Limited in connection with the management of the group's portfolio. Following the payment to Odyssey Partners Limited of part of such outstanding carried interest, there was a provision in the sum of GBP1.631 million that remains provided for as owing to Odyssey Partners Limited. This amount was based on the remaining investments realising proceeds which are equivalent to the values as reflected in the audited accounts for the financial period ended 30 June 2014. As at 6 February 2014, the date of the Circular, consent to the Capital Reduction was obtained from Odyssey Partners Limited in respect of such amount.
In view of the foregoing, as at 30 June 2015, there were 8,025,752 ordinary shares of 1 pence each in the capital of the company. There have been no purchases by the company of its own shares during the year.
23. Reserves
Capital redemption reserve
Capital redemption reserve arose from the purchase and cancellation of own share capital, and represents the nominal amount of the share capital cancelled. This reserve has been cancelled under the Capital Reduction Scheme referred to in note 22.
Other reserves
Other reserves represent share premium paid on the acquisition of subsidiary company. This reserve has been cancelled under the Capital Reduction Scheme referred to in note 22.
Non-controlling interest
Non-controlling interest represented the 40% of Eclectic Bars Limited not owned by the parent (see note 17).
24. Related party transactions
In the period under review, Odyssey Partners Limited, a company in which Richard Kleiner has a material interest, provided investment advisory services amounting to GBP145,200 (2014 - GBP228,800). The group also paid GBP61,140 (2014 - GBP58,050) in respect of accountancy and administration services to Gerald Edelman, a firm in which Richard Kleiner has a partnership interest.
The group considers its key management personnel to be the directors of the company. The compensation of key management personnel, representing short-term employee benefits as disclosed in Report on Directors' Remuneration in the Directors' Report on page 9.
Included in provisions is an amount of GBP1.775 million (2014: GBP1.631 million) which relates to carried interest that would be payable to Odyssey Partners Limited if the net assets were to be realised at their carrying value at the balance sheet date (see note 21).
Included in Trade and other receivables is amount of GBP1,152,000 (2014: GBP987,000) due from Avanti Holdings plc (see note 16 and note 18), a wholly owned subsidiary.
There are no other related party transactions.
25. Commitments and contingencies
Operating lease commitments
At 30 June 2015 the group and the company has no commitments under non-cancellable operating leases.
Finance lease and hire purchase contracts
At 30 June 2015 the group and the company has no commitments under finance leases or hire purchase contracts.
26. Financial risk management objectives and policies
The group's and company's financial instruments comprise investments, cash and liquid resources, and various items, such as trade receivables and trade payables that arise directly from its operations. The vast majority of the group's and company's financial investments are denominated in sterling.
Neither the group nor the company enter into derivatives or hedging transactions.
The fair values of the group's and company's financial instruments approximate the carrying values as at 30 June 2015 and 30 June 2014.
It is, and has been throughout the period under review, the group's and company's policy that no trading in financial instruments shall be undertaken.
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The main risks arising from the group's and company's financial instruments are investment risk, interest rate risk and liquidity risk. With the exception of the investment in Mblox, the group does not have a material exposure to foreign currency risk. The board reviews policies for managing each of these risks, and they are summarised as follows:
Investment risk
Investment risk includes investing in companies that may not perform as expected. The group's investment criteria focus on the quality of the business and the management team of the target company, market potential and the ability of the investment to attain the returns required within the time horizon set for the investment. Due diligence is undertaken on each investment. The group regularly reviews the investments in order to monitor the level of risk and mitigate exposure where appropriate.
Interest rate risk
Certain investee companies of the group borrow in currencies to match the denomination of fixed and floating rates of interest to generate the desired interest rate profile and to manage their exposure to interest rate fluctuation.
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant, of the group's loss before tax (through the impact on floating rate borrowings).
Increase/decrease Effect
on profit
In basis before
points tax
GBP000
--------- ----------------- ----------
2015
--------- ----------------- ----------
Sterling + 100 (2)
--------- ----------------- ----------
Sterling - 100 2
--------- ----------------- ----------
2014
--------- ----------------- ----------
Sterling + 100 (2)
--------- ----------------- ----------
Sterling - 100 2
--------- ----------------- ----------
Liquidity risk
The group's policy is to finance its operations and expansion through working capital and, in the case of investing in target companies, to raise an appropriate level of acquisition finance.
The table below summarises the maturity profile of the group's and company's financial liabilities at 30 June 2015 and 2014 based on contractual (undiscounted) payments.
Group
Year ended 30 June 2015
Up to
Total On demand 1 year 1-2 years 2-5 years
GBP000 GBP000 GBP000 GBP000 GBP000
---------------- ------ --------- ------ --------- ---------
Trade and other
payables 67 - 67 - -
---------------- ------ --------- ------ --------- ---------
Trade and other
receivables 260 - - - 260
---------------- ------ --------- ------ --------- ---------
Year ended 30 June 2014
Up to
Total On demand 1 year 1-2 years 2-5 years
GBP000 GBP000 GBP000 GBP000 GBP000
---------------- ------ --------- ------ --------- ---------
Trade and other
payables 75 - 75 - -
---------------- ------ --------- ------ --------- ---------
Trade and other
receivables 84 - 84 - -
---------------- ------ --------- ------ --------- ---------
Company
Year ended 30 June 2015
Up to
Total On demand 1 year 1-2 years 2-5 years
GBP000 GBP000 GBP000 GBP000 GBP000
---------------- ------ --------- ------ --------- ---------
Trade and other
payables 63 - 63 - -
---------------- ------ --------- ------ --------- ---------
Trade and other
receivables 11 - 11 - -
---------------- ------ --------- ------ --------- ---------
Year ended 30 June 2014
Up to
Total On demand 1 year 1-2 years 2-5 years
GBP000 GBP000 GBP000 GBP000 GBP000
---------------- ------ --------- ------ --------- ---------
Trade and other
payables 70 - 70 - -
---------------- ------ --------- ------ --------- ---------
Trade and other
receivables 13 - 13 - -
---------------- ------ --------- ------ --------- ---------
The group and the company aims to mitigate liquidity risk by managing cash generation by its operations, and applying cash collection targets. Investment is carefully controlled, with authorisation limits operating up to board level and cash payback periods applied as part of the investment appraisal process.
Credit risk
There are no significant concentrations of credit risk within the group. The maximum credit risk exposure relating to financial assets is represented by the carrying value as at the balance sheet date.
Fair Value
There is no material difference between the fair values and book values of any of the group's financial instruments. Fair values of investments are discussed in note 16.
Strategies for managing capital
The primary objective of the group's and company's capital management is to ensure it is able to support its business and maximise shareholder value.
The group and the company manages its capital structure and makes adjustments to it, in light of economic conditions. To maintain or adjust the capital structure, the company may return capital to shareholders or perhaps issue new shares. No changes were made in the objectives or policies during the years ended 30 June 2015 and 30 June 2014.
Financial assets
Group
The group has financial assets as shown below:
Floating Non-interest Floating Non-interest
rate bearing rate bearing
financial financial financial financial
assets assets assets assets
2015 2015 2014 2014
Currency GBP000 GBP000 GBP000 GBP000
--------------------- --------- ------------ --------- ------------
Sterling - cash
and short-term
deposits 1,438 - 2,048 -
---------------------- --------- ------------ --------- ------------
Sterling - unquoted
investments - - - -
--------------------- --------- ------------ --------- ------------
US Dollar - unquoted
investments - 4,438 - 4,079
---------------------- --------- ------------ --------- ------------
Non-current asset
investment
--------------------- --------- ------------ --------- ------------
Loan to Mblox 234 - - -
---------------------- --------- ------------ --------- ------------
1,672 4,438 2,048 4,079
--------------------- --------- ------------ --------- ------------
Company
The company has financial assets as shown below:
Floating Non-interest Floating Non-interest
rate bearing rate bearing
financial financial financial financial
assets assets assets assets
2015 2015 2014 2014
Currency GBP000 GBP000 GBP000 GBP000
--------------------- --------- ------------ --------- ------------
Sterling - cash
and short-term
deposits 1,438 - 1,994 -
---------------------- --------- ------------ --------- ------------
Sterling - unquoted
investments - - - -
--------------------- --------- ------------ --------- ------------
US Dollar - unquoted
investments - - - -
--------------------- --------- ------------ --------- ------------
Non-current asset
investment
--------------------- --------- ------------ --------- ------------
Loan to Mblox - - - -
--------------------- --------- ------------ --------- ------------
1,676 4,438 2,048 4,079
--------------------- --------- ------------ --------- ------------
The non-current financial asset comprises the secured loan that was made to Mblox in July 2014 amounting to $367,000 (equivalent amount - GBP234,000). The terms of the loans are that it has a maturity date of 31 July 2018 and attracts interest based upon LIBOR plus fixed rate. Non-interest bearing financial assets are available on demand.
27. Post-Balance Sheet Event
As part of the arrangements to preserve the company's cash assets, an agreement was reached with Odyssey Partners Limited ("OPL"), the investment adviser, such that with effect from 1 July 2015 OPL's management fees are to be deferred until there are realisation proceeds from the remaining assets held by the company.
Notice of Annual General Meeting
Notice is hereby given that the 2015 Annual General Meeting of Avanti Capital plc ("the Company") will be held at the offices of Berwin Leighton Paisner LLP, Adelaide House, London Bridge, London EC4R 9HA on the 7 day of December 2015 at 11.30 am to transact the following business.
Ordinary Business
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