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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Charles Street | LSE:CHC | London | Ordinary Share | GB00B06L6200 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.35 | 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
TIDMCHC
RNS Number : 3178A
Charles Street Capital PLC
31 January 2011
31 January 2011
Charles Street Capital plc
("Charles Street" or the "Company")
Unaudited Interim Results
For the six months ended 31 October 2010
Charles Street Capital plc, the AIM listed natural resources investment company, announces its interim results for the six month period ended 31 October 2010.
For further information on the Company visit www.charlesstreetplc.com or contact:
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Nicholas Lee Charles Street Capital Tel: 0203 006 0260
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Chairman's Statement
We have made good progress since putting in place our new investment strategy to acquire or invest in projects and assets focussed in the natural resource sector and we believe we now have a solid foundation for growth, having also raised our cash position and strengthened the Board.
We have been actively evaluating multiple projects and have signed Heads of Terms to acquire the entire issued share capital of Westcork Copper Mining Company Limited ('Westcork'), which owns six prospecting permits spanning 18,500 hectares in the historic Allihies copper district in County Cork Ireland ('the Acquisition'). In keeping with the terms of the Acquisition, we are currently implementing a due diligence programme including aerial surveys over the prospective licence area, in return for a three month exclusivity fee of CDN$50,000, the outcome of which we will announce during Q1 2011. Dependent on the outcome of this programme and the satisfaction of certain other conditions, including shareholder approval, the consideration for the Acquisition is expected to be approximately GBP7.0 million to be satisfied by the issue of new ordinary shares of 0.1p in the Company to be issued in three tranches following the achievement of certain milestones.
If we choose to take up our option, the Acquisition will constitute a Reverse Takeover in accordance with Rule 14 of the AIM Rules for companies. As a result we requested the suspension of the Company's shares from trading on AIM on 14 December 2010.
Financials
In order to capitalise the Company, in June 2010, we conducted a Placing to raise GBP805,488 with certain new and existing shareholders which provided us with a significantly improved cash position.
For the six months ended 31 October 2010, we are reporting a pre-tax loss of GBP109,000 (2009: GBP40,000). The Company's net cash balances as at 31 October 2010 were GBP608,000 (2009: GBP10,000).
Outlook
Going forward, we are committed to securing a transaction for the benefit of shareholders and we are actively assessing the prospectivity of Westcork's copper assets in Ireland through a preliminary exploration programme. We remain committed to building shareholder value and will continue to evaluate opportunities which we feel have the potential to fulfil our investment criteria and create value for shareholders.
I would like to take this opportunity to thank the team and our shareholders for their support over the period.
Nicholas Lee
Chairman
31 January 2011
Condensed Statement of Comprehensive Income
For the period ended 31 October 2010
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
31 October 31 October 30 April
2010 2009 2010
GBP'000 GBP'000 GBP'000
Administrative expenses (481) (204) (38)
Other operating expenses - - -
Other income 50 164 425
Operating (loss)/profit (431) (40) 387
Net finance income/(expense) (14) - (10)
Exceptional income 5 336 -
(Loss)/profit for the period before
taxation (109) (40) 377
Taxation - - -
Retained (loss)/profit for period (109) (40) 377
----------- ----------- ---------
Total Comprehensive Income for
the period (109) (40) 377
=========== =========== =========
Profit/(loss) from continuing
activities (109) (40) 377
Basic and diluted (loss)/profit
per share Pence Pence Pence
Continuing activities 8 (0.01p) (0.04p) 0.38p
All activities are classed as continuing
Condensed Balance Sheet
As at 31 October 2010
Unaudited Unaudited Audited
As at As at As at
31 October 31 October 30 April
2010 2009 2010
GBP'000 GBP'000 GBP'000
Assets
Non current assets
Property, plant and equipment - 1 -
- 1 -
----------- ----------- ---------
Current assets
Trade and other receivables 40 43 30
Cash and cash equivalents 608 10 42
648 53 72
Total assets 648 54 72
=========== =========== =========
Equity and Liabilities
Capital and Reserves
Issued share capital 1,037 976 985
Share premium 6,193 6,011 6,002
Merger reserve 166 216 216
Capital redemption reserve 36 - -
Loan note holder reserve - - 29
Share option reserve 560 389 389
Deferred shares 886 - -
Profit and loss account (8,313) (8,624) (8,207)
Shareholders Funds 565 (1,032) (587)
----------- ----------- ---------
Current Liabilities
Trade and other payables 83 1,086 572
83 1,086 592
----------- ----------- ---------
Non current liabilities
Borrowings - - 86
- - 86
----------- ----------- ---------
Total liabilities 83 1,086 658
Total equity and liabilities 648 54 72
=========== =========== =========
Condensed Statement of Changes in Equity
Share Profit and
Share Share Merger Option Loss
Capital Premium Reserve Reserve Account Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 May
2009 976 6,011 216 389 (8,584) (992)
Comprehensive
income
-------- -------- -------- ----------- ---------- -------
Total
comprehensive
income for
the period - - - - (40) (40)
As at 31
October 2009 976 6,011 216 389 (8,624) (1,032)
======== ======== ======== =========== ========== =======
Loan Profit
Capital Note Share and
Share Share Merger Redemption Holder Option Deferred Loss
Capital Premium Reserve Reserve Reserve Reserve Shares Account Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
As at 1 May
2010 985 6,002 216 - 29 389 - (8,207) (586)
Comprehensive
income
------- ------- ------- ---------- ------- ------- -------- ------- -------
Total
comprehensive
income for
the period - - - - - - - (109) (109)
------- ------- ------- ---------- ------- ------- -------- ------- -------
Transactions
with owners
Share split (886) - - - - - 886 - -
Purchase of
own shares (36) - (50) 36 - - - - (50)
Shares issued 967 180 - - (29) - - - 1,118
Share based
payments - - - - - 174 - - 174
Exercise of
warrants 7 11 - - - (3) - 3 18
------- ------- ------- ---------- ------- ------- -------- ------- -------
Transactions
with owners 52 191 (50) 36 (29) 171 886 3 1,260
------- ------- ------- ---------- ------- ------- -------- ------- -------
As at 31
October 2010 1,037 6,193 166 36 - 560 886 (8,313) 565
======= ======= ======= ========== ======= ======= ======== ======= =======
Condensed Cash Flow Statement
For the period ended 31 October 2010
Unaudited Unaudited Audited
6 months 6 months year
ended ended ended
31 October 31 October 30 April
2010 2009 2010
GBP'000 GBP'000 GBP'000
Cash Flows from operating activities
Operating (loss)/profit before
tax (109) (10) 377
Share based payments 174
Gain on write off of creditors (336) - -
Non cash expenditure 95
Loss on disposal of property,
plant and equipment - - 1
Inter-company loan write off (287)
Interest expense 14 - 10
Operating cashflow before working
capital changes (162) (10) 101
(Increase)/decrease in trade and
other receivables (10) 7 20
(Decrease)/increase in trade and
other payables (36) (21) 412
Increase in amounts due to group
undertakings (632)
----------- ----------- ---------
Cash outflow from operations (208) (24) (99)
Interest paid - - (7)
----------- ----------- ---------
Net cash outflow from operating
activities (208) (24) (106)
----------- ----------- ---------
Cash flows from investing activities
Purchase of property, plant and
equipment - - (1)
Net cash (outflow)/inflow from
investment activities - - (1)
----------- ----------- ---------
Cash flows from financing activities
Convertible loan notes issued - - 115
Proceeds from issue of shares 824 - -
Purchase of own shares (50) - -
Net cash outflows from financing
activities 774 - 115
----------- ----------- ---------
Increase/(decrease) in cash and
cash equivalents 566 (24) 8
----------- ----------- ---------
Cash and cash equivalents at start
of period 42 34 34
Cash and cash equivalents at end
of period 608 10 42
=========== =========== =========
Major non-cash transactions
During the period ended 31 October 2010 the Company issued 11,871,075 ordinary shares in settlement of outstanding liabilities from various creditors. The Company also issued 21,000,000 ordinary shares to outgoing directors as part of a compromise agreement.
During the period ended 31 October 2010 the Company issued 128,800,000 ordinary shares on conversion of 12 per cent convertible loan notes totalling GBP115,000.
Notes to the Interim Results
1. General information
The principal activity of Charles Street Capital plc ('the Company') is to make investments and/or acquire projects in the natural resources and mineral sectors as a whole, including the energy sector.
On 9 December 2009 a liquidator was appointed to the Company's subsidiary Sweet Essentials Limited. On 25 May 2010 a liquidator was appointed to the Company's subsidiary Sweet China Trading Limited. As a result of these events, the Company lost control over the assets and operations of these two subsidiaries.
The Company has no further material subsidiary undertakings. The results presented in these interim financial statements including comparatives are those of the Company only.
The address of its registered office is 47 Charles Street, London, W1J 5EL.
2. Basis of preparation
The condensed interim financial statements have been prepared in accordance with the requirements of the AIM Rules for Companies. As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 April 2010, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
The interim financial information set out above does not constitute statutory accounts within the meaning of the Companies Act 2006. It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of International Financial Reporting Standards (IFRS) as adopted by the European Union.
Statutory financial statements for the year ended 30 April 2010 were approved by the Board of Directors on 28 September 2010 and delivered to the Registrar of Companies. The report of the auditors was qualified in respect of non-compliance with IAS 27 relating to the Group taking advantage of Section 405(3)(a) of the Companies Act 2006 regarding the Hong Kong subsidiary, Sweet Essentials Limited, being in liquidation.
The 2010 interim financial report of the Company has not been audited or reviewed by the Company's auditor.
3. Auditors
During the period Welbeck Associates resigned as the Company's auditors and, in accordance with section 489 of the Companies Act 2006, Littlejohn LLP were appointed.
4. Accounting policies
Except as described below, the same accounting policies, presentation and methods of computation are followed in this condensed consolidated financial information as were applied in the preparation of the Company's annual financial statements for the year ended 31 December 2009.
(a) New and amended standards adopted by the Company
The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 May 2010.
IFRS 3 (revised), 'Business combinations', and consequential amendments to IAS 27,'Consolidated and separate financial statements', are effective prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009.The revised standard continues to apply the acquisition method to business combinations but with some significant changes compared with IFRS 3. All costs associated with acquisitions or potential acquisitions have been expensed during the period incurred in accordance with the revision of IFRS 3.
5. Exceptional income
During the period the Company's shareholders approved a settlement agreement with various creditors whereby the creditors agreed to accept a reduction of 75% in balances due to them at the date of the agreement. As a result of this agreement GBP336,168 of debt has been forgiven and recognised in the statement of comprehensive income within exceptional income. The creditors further agreed that the remaining balance due to them would be settled via the issue of 11,871,075 ordinary shares of 0.1p each. These shares were issued on 7 May 2010 (refer note 9).
6. Dividends
No dividend is proposed for the period ended 31 October 2010.
7. Taxation
No taxation is expected to arise on the result for the period due to tax losses incurred during the period.
8. Loss per Share
The calculation of loss per share is based on a retained loss of GBP108 698 for the period ended 31 October 2010 (31 October 2009: loss GBP39 741, year ended 30 April 2010: profit GBP376,672) and the weighted average number of shares in issue in the period ended 31 October 2010 of 998,819,961 (31 October 2009: 97,641,243, year ended 30 April 2010: 97 849,577). No diluted earnings per share is presented for the period ended 31 October 2010 or the period ended 31 October 2009 as the effect on the exercise of share options would be to decrease the loss per share. For the year ended 30 April 2010 there is no change between the basic and diluted earnings per share as there are no dilutive instruments in issue.
The weighted average number of shares in issue and associated loss per share has not been restated as a result of the share restructuring as described in note 9. The restructuring of share capital had no impact on the number of ordinary shares in issue and therefore no restatement was necessary.
9. Share capital
On 7 May 2010, at the Annual General Meeting, the shareholders approved the restructuring of the Company's equity whereby each existing ordinary share of 1p was converted into 1 new ordinary share of 0.1p and 9 deferred shares of 0.1p each. The deferred shares have no rights to receive dividends, or to attend or vote at general meetings of the Company and are only entitled to a return of capital after payment to the holders of new ordinary shares of GBP100,000 per each share held.
On 7 May 2010 the Company issued 161,671,075 ordinary shares of 0.1 pence per share. This comprises, 11,871,075 ordinary shares were issued in settlement of amounts owed to creditors totalling GBP118,711 that had not previously been forgiven (refer note 5), 128,800,000 ordinary shares were issued on conversion of the 12 per cent. convertible loan notes totalling GBP115,000 and 21,000,000 ordinary shares were issued as part of a compromise agreement with the outgoing directors of the Company. The fair value of the ordinary shares issued as part of the compromise agreement was GBP94,500, being the market price of 0.45 pence per share on the date of issue.
On 7 May 2010 the Company repurchased 36,463,000 of its own ordinary shares of 0.1 pence per share for a consideration of GBP50,000. On the same date, the Company cancelled the shares and credited their nominal value to a capital redemption reserve within equity. The amount paid to repurchase the shares has been offset against distributable reserves of the Company as detailed in the Statement of Changes in Equity.
On 30 June 2010 the Company issued 805,488,000 ordinary shares at a price of 0.1p per share. In addition, the subscribers to the placing received warrants to acquire shares at 0.25p per share on the basis of one warrant for every two shares subscribed for.
On 27 October 2010, warrants to acquire 7,500,000 ordinary shares of 0.1 pence each in the Company were exercised. The exercise price for the warrant shares was 0.25 pence per share which was received by the Company.
10. Post balance sheet events
Exercise of warrants
On 22 November 2010, warrants to acquire 2,476,325 ordinary shares of 0.1 pence each in the Company were exercised. The exercise price for the warrant shares was 0.1 pence per share which was received by the Company. On 29 November 2010 the warrant shares were admitted for trading.
On 3 December 2010, warrants to acquire 2,500,000 ordinary shares of 0.1 pence each in the Company were exercised. The exercise price for the warrant shares was 0.25 pence per share which was received by the Company. On 8 December 2010 the warrant shares were admitted for trading.
Potential acquisition
On 13 December 2010 the company announced that it had entered into a Heads of Terms to acquire the entire issued share capital of Westcork Copper Mining Company Limited. Westcork holds six prospecting permits totalling 18,500 hectares, in the historic Allihies copper district, located in County Cork Ireland. In accordance with Rule 14 of the AIM Rules for Companies, the Acquisition, if progressed, would constitute a reverse takeover and accordingly the board requested the suspension of the company's shares from trading on AIM.
11. Copies of the Interim Results will be sent to Shareholders shortly and will be available to members of the public from the Company's registered office, 47 Charles Street, London W1J 5EL.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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