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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Infinity Eng. | LSE:INFT | London | Ordinary Share | LU0726886947 | ORD NPV |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.14 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMINFT
Infinity Energy S.A.
("Infinity Energy" or the "Company")
Final Results for the 12 months ended 31 December 2015
The Directors of Infinity Energy are pleased to announce the audited results of
the Company for the year ended 31 December 2015.
The audited annual accounts for the year ended 31 December 2015 will shortly be
sent to shareholders and will also be available on the Company's website at
http://www.infinityenergy.eu.
For further information, please contact:
Infinity Energy S.A.
Gerwyn Williams Tel: +44 7889 677 397
Bruce Vandenberg Tel: +44 7899 791 726
Nomad
Cairn Financial Advisers LLP
Sandy Jamieson Tel: +44 207 148 7900
James Caithie
Broker
WH Ireland Limited
Paul Shackleton / Nick Prowting Tel: +44 207 220 1666
CHAIRMAN'S STATEMENT
Infinity Energy became an Investing Company under the AIM Rules on 17 February
2012. On 18 March 2014, shareholders approved the new investing policy which
is to make investments and acquisitions, either through the issues of
securities or for cash, in quoted and non-quoted companies and their
securities, in the commodities sector with an emphasis on oil and gas service
sectors. Such investments include the provision of financing by way of
farm-ins, earn-ins, loans, equity or other forms of financing and investments
in and to companies in these sectors.
John Killer
Chairman
DIRECTORS' REPORT ON THE FINANCIAL STATEMENTS
The Directors are pleased to submit their annual management report and
financial statements for the year ended 31 December 2015.
For the purpose of filing with AIM, financial statements have been prepared and
presented using International Financial Reporting Standards ('IFRS') as adopted
by the European Union. The Company has elected, as allowed under Luxembourg
law, to produce financial statements using IFRS only and these are available at
the registered office and the Trade Registrar in Luxembourg.
Principal activity
The principal activity of the Company during the year under review was to make
investments and acquisitions, either through the issues of securities or for
cash, in quoted and non-quoted companies and their securities, in the
commodities sector with an emphasis on oil and gas and oil and gas service
sectors. Such investments include the provision of financing by way of
farm-ins, earn-ins, loans, equity or other forms of financing and investments
in and to companies in these sectors.
Investing Policy
The Board notes the UK government's policy for self sufficiency in energy and
that it is looking increasingly to shale gas to displace imported gas. The
Board is firmly of the view that tremendous opportunities exist in this area
and consequently intends focusing the bulk of its investing activities in
on-shore UK oil and gas opportunities. Target investments will include a
variety of investing and acquisition activities in private companies which hold
interests in petroleum exploration development licences ("PEDLS"). The Company
will seek to co-invest with such companies in exchange for an economic
interest. As noted above, such co-investments include the provision of
financing by way of farm-ins, earn-ins, loans, equity and other forms of
financing and investments. As it is highly likely that UK gas prices will
reduce if large scale onshore gas production is successful, the Company will
also consider investments in associated infrastructure that may include
electrical generation from gas. Electricity prices are expected to rise due to
a shortage of generating capacity in the UK caused by high emission stations
closing in 2015. As new nuclear stations will take time to bring online, a
viable short term solution would be modular gas fired generating stations that
can be built quickly. Investments in such infrastructure will support the
investment strategy as, in the face of falling gas prices, onshore producers
are likely to be in a competitive position vis a vis imports and offshore gas
producers.
The Board expects that such investments might typically represent in excess of
80% of the Company's portfolio at times and in certain circumstances may be
represented by a single investment. The Board recognises the inherent risks of
such investments but believes that these offer Shareholders significant upside
potential.
In order to offset some of the risk as well as to provide the Company with
access to working capital, the Board intends investing part of its portfolio in
large, stable diversified quoted oil and gas and commodities companies.
Shareholders should be aware however, that such investments may only represent
a small portion of the Company's portfolio at any point in time.
It is expected that returns to Shareholders would be initially in the form of
capital appreciation but the Directors will consider the payment of dividends
if and when the Company has sufficient cash resources and distributable
reserves.
Review of business
The Company is an Investing Company as defined by AIM Rules.
On 1 June 2015 in accordance with Article 100 of the Luxembourg Companies Law,
the Shareholders of the Company resolved that it will continue to provide
financial support to the Company following the notification from the Board of
Directors that the Company had lost half of the corporate capital as at 31
December 2014. It was resolved by the Shareholders that the Company will not be
put into dissolution.
During the period, the Company was extended a loan facility of GBP (GBP) 300,000
by Gerwyn Llewellyn Williams a Director/Shareholder of the Company. The terms
of this loan and the basis on which it has been advanced are disclosed in the
notes to these financial statements.
The Company temporarily suspended trading on AIM on 15 October 2015 as it had
entered discussions about the possible acquisition of 50% interests in 9 UK
PEDL licences located in South Wales which were owned by Eden Energy Limited, a
company domiciled in Australia. The proposed transaction potentially would
have resulted in a reverse takeover under AIM rules; as a consequence, trading
in the Company's ordinary shares was suspended pending the publication of an
admission document by the Company or an announcement that the proposed
transaction was not proceeding. On 22 December 2015, the Company announced
that discussions with Eden Energy Limited had been terminated. Trading of the
Company's shares resumed on AIM on 22 December 2015.
Total operating costs for the period amounted to GBP (GBP) 191,910 (2014: GBP (GBP)
162,781). The Group losses for the year were GBP (GBP) 189,058 (2014 loss: GBP
(GBP) 160,062).
Post Balance Sheet events
On 22 February 2016, Gerwyn Llewellyn Williams, a Director/Shareholder of the
Company, increased the level of the loan facility afforded to the Company from
GBP (GBP) 300,000 to GBP (GBP) 400,000. The terms of the revised loan and the
basis on which it has been advanced are disclosed on the notes to these
financial statements.
STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2015
(Expressed in GBP (GBP)) 2015 2014
Notes GBP (GBP) GBP (GBP)
Income
Interest 5 5,218 5,236
Total Net Income 5,218 5,236
Expenses
Directors Remuneration 6 (43,000) (36,000)
Administrative expenses 7 (129,360) (115,901)
Interest and financial charges 8 (19,550) (10,880)
Total Operating Expenses (191,910) (162,781)
Loss before taxation (186,692) (157,545)
Income tax 9 (2,366) (2,517)
Total comprehensive loss (189,058) (160,062)
Basic loss per share 10 (0.0005) (0.0005)
The accompanying notes 1 to 16 form an integral part of these financial
statements.
STATEMENT OF FINANCIAL POSTION
As at 31 December 2015
(Expressed in GBP (GBP)) 2015 2014
Notes GBP (GBP) GBP (GBP)
ASSETS
Non-current assets
Financial assets at fair value through 11 202,554 197,336
profit and loss
Total non-current assets 202,554 197,336
Current assets
Other receivables - -
Cash and cash equivalent 38,554 177,386
Total current assets 38,554 177,386
Total assets 241,108 374,722
EQUITY AND LIABILITIES
Capital and reserves
Share capital 12 486,719 486,719
Share premium 12 182,483 182,483
Accumulated losses (916,310) (727,252)
Shareholders' equity (247,108) (58,050)
Current liabilities
Trade and other payables 13 78,216 65,772
Provisions for other liabilities and 110,000 67,000
charges
Total current liabilities 188,216 132,772
Non-current liabilities
Convertible loan 14 300,000 300,000
300,000 300,000
Total equity and liabilities 241,108 374,722
The accompanying notes 1 to 16 form an integral part of these financial
statements.
STATEMENT OF CASH FLOWS
For the year ended 31 December 2015
(Expressed in GBP (GBP)) 2015 2014
Notes GBP (GBP) GBP (GBP)
OPERATING ACTIVITIES
Purchase of financial assets and - -
settlement of financial liabilities
Proceed from sale of financial assets - -
Operating expenses paid (138,832) (132,911)
Net cash flows applied to operations (138,832) (132,911)
FINANCING ACTIVITIES
Funds raised through issuance of shares 12 - 9,161
Funds received via convertible loan 14 - 300,000
Net cash inflows from financing activities - 309,161
(Decrease)/increase in cash & cash (138,832) 176,250
equivalents
Cash and cash equivalents:
- balance at beginning of the year 177,386 1,136
- balance at end of the year 38,554 177,386
(Decrease)/increase in cash & cash (138,832) 176,250
equivalents
Cash and cash equivalents are represented
by:
Cash at bank and in hand 38,554 177,386
The accompanying notes 1 to 16 form an integral part of these financial
statements.
STATEMENT OF CHANGES IN EQUITY
Called up Share premium
share capital Losses Total
(Expressed in GBP Notes
(GBP))
At 31 December 2013 477,550 182,483 (567,190) 92,843
Comprehensive
Income
Loss for the year - - (160,062) (160,062)
Transactions with
owners
Proceeds from 12 9,169 - - 9,169
issuance of shares
At 31 December 2014 486,719 182,483 (727,252) (58,050)
Comprehensive
Income
Loss for the year - - (189,058) (189,058)
At 31 December 2015 486,719 182,483 (916,310) (247,108)
The accompanying notes 1 to 16 form an integral part of these financial
statements.
NOTES TO THE FINANCIAL STATEMENTS
1.General information
Infinity Energy S.A. (formerly Global Brands S.A.) (the 'Company') was
incorporated under the laws of Luxembourg on 6th July 1999 by notary act
prepared by Maitre Alex Weber, notary residing in Luxembourg. The act was
published in the legal gazette, the Mémorial C N° 723 of 29th September 1999.
The Company is registered under number B 70673 at the Register of Commerce and
Societies in Luxembourg (Registre de Commerce et des Sociétés (R.C.S.)). The
registered office is in Luxembourg.
Prior to 2012, the Company owned the exclusive master franchise for Domino's
Pizza in Switzerland, Luxembourg and Liechtenstein. On 2 January 2012,
shareholders agreed to demerge the pizza business into its subsidiary Domino's
Pizza Switzerland AG ("DPS"), transfer the shares of that subsidiary directly
to the shareholders and convert the Company into an Investing Company. The
demerger became effective on 17 February 2012 and the Company became an
Investing Company under the AIM Rules for Companies ("AIM Rules"). On 18 March
2014, the Company adopted and implemented a new investing policy which is to
make investments and acquisitions, either through the issues of securities or
for cash, in quoted and non-quoted companies and their securities, in the
commodities sector with an emphasis on oil and gas and oil and gas service
sectors. Such investments include the provision of financing by way of
farm-ins, earn-ins, loans, equity or other forms of financing and investments
in and to companies in these sectors.
2.Directors' responsibility
The Board of Directors approved the annual report and financial statements
prepared in accordance with International Financial Reporting Standards
('IFRS') as adopted by the European Union on 1 June 2016 and they will be
submitted to shareholders for approval at the annual general meeting.
3.Summary of significant accounting policies
3.1.Basis of preparation
The principal accounting policies applied in the preparation of these financial
statements are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.
These financial statements have been prepared in accordance with International
Financial Reporting Standards ('IFRS') as adopted by the European Union on a
going concern basis and under the historical cost convention, as modified by
the revaluation of financial assets and financial liabilities.
The preparation of financial statements in conformity with IFRS requires the
use of certain critical accounting estimates. It also requires the Board of
Directors to exercise its judgement in the process of applying the Company's
accounting policies. The areas involving a higher degree of judgement or
complexity, or areas where assumptions and estimates are significant to the
financial statements are disclosed in note 4.
3.2.Investment Entity
The characteristics of the Company are:
1. It obtains funds from one or more investors for the purpose of providing
those investors with investment management services
2. It commits to its investors that its business purpose is to invest funds
solely for returns from capital appreciation, investment income or both;
and
3. The Company measures and evaluates the performance of substantially all of
its investments on a fair value basis.
Therefore management concludes that the Company is an investment entity as
defined by IFRS 10. This requires the Company to consolidate all controlled
entities involved in the provision of investment-related services (either
directly or through a subsidiary to third parties as well as its investors) and
report all other subsidiary investments at fair value in its financial
statements.
Further, the Company controls Gas Exploration Finance Limited (GEF) through its
100% holding of the GEF's issued ordinary share capital. GEF is incorporated
in England and Wales. GEF is the only subsidiary of the Company and does not
provide investment related services. GEF is therefore measured at fair value
through profit and loss.
3.3.Going Concern
The company has been extended a convertible loan facility of GBP (GBP) 300,000
from its majority shareholder, Gerwyn Llewellyn Williams. The facility has been
fully drawn during the year and has been utilised for general working capital
purposes.
On 22 February 2016, the loan facility was formally increased to GBP (GBP)
400,000 and its term extended.
The key terms of the loan are as follows:
* The total loan facility is GBP (GBP)400,000;
* The drawn down loan amount bears interest at a rate of 6% per annum;
* The drawn down loan amount is convertible at the discretion of Mr Williams
at a price of GBP (GBP) 0.0009 per share in the event that the Company
completes a reverse takeover transaction; should a reverse takeover
transaction not be complete by 30 November 2016, the outstanding loan
amount less an agreed contribution towards any abort costs in relation to a
reverse takeover transaction is to be repaid or converted in whole or in
part at Mr Williams' discretion at a price of GBP0.0009 per share.
The ability of the company to continue as a going concern is dependent upon the
continued support of the company's shareholders. Mr Williams has confirmed that
he will continue to provide loan funding to enable the company to discharge its
liabilities as they fall due for a period of 12 months from the date of thesefinancial statements. Accordingly, management considers it appropriate to
prepare these financial statements on a going concern basis.
4.Financial risk
The Company's activities expose it to a variety of financial risks: market risk
(including currency risk, fair value interest rate risk, cash flow interest
rate risk and price risk), credit risk and liquidity risk.
The Company is also exposed to operational risks such as custody risk. Custody
risk is the risk of loss of securities held in custody occasioned by the
insolvency or negligence of the custodian. Although an appropriate legal
framework is in place that eliminates the risk of loss of value of the
securities held by the custodian, in the event of its failure, the ability of
the Company to transfer securities might be temporarily impaired.
The Company's overall risk management programme seeks to maximise the returns
derived for the level of risk to which the Company is exposed and seeks to
minimise potential adverse effects on the Company's financial performance.
All securities investments present a risk of loss of capital. The maximum loss
of capital on purchased options, long equity and debt securities is limited to
the fair value of those positions.
The management of these risks is carried out by the Investment Committee. The
Company uses different methods to measure and manage the various types of risk
to which it is exposed; these methods are explained below.
The Board expects that such investments in private companies in the oil and gas
sectors might typically represent in excess of 80% of the Company's portfolio
at times and in certain circumstances may be represented by a single
investment. The Board recognises the inherent risks of such investments but
believes that these offer Shareholders significant upside potential. In order
to offset some of the risk as well as to provide the Company with access to
working capital, the Board intends investing part of its portfolio in large,
stable diversified quoted oil and gas and commodities companies. Shareholders
should be aware however, that such investments may only represent a small
portion of the Company's portfolio at any point in time.
5.Interest
2015 2014
GBP (GBP) GBP (GBP)
Interest income 5,218 5,236
6.Directors' remuneration and staff costs
2015 2014
GBP (GBP) GBP (GBP)
Wages and salaries - -
Social security costs - -
Defined benefit pension plan costs - -
Fees and costs of the Board of Directors 43,000 36,000
Other staff costs - -
Total 43,000 36,000
Aggregate Directors' remuneration (GBP (GBP))
Salary and Fees Bonus Pension 2015 2014
Bruce Vandenberg 12,000 - - 12,000 12,000
Gerwyn Williams 12,000 - - 12,000 1,367
John Killer 12,000 - - 12,000 12,000
Gary Neville 7,000 - - 7,000 -
Fiona Kinghorn - - - - 10,633
Total 43,000 - - 43,000 36,000
As announced on 27 May 2011 the board awarded an option to acquire 3 million
shares in the company to Bruce Vandenberg. The options vest equally over three
years and are exercisable at a price of GBP (GBP) 0.03 per share. After
adjusting for the share split on 3 January 2012 and the share cancellation on
17 February 2012, the number of options amounts to 1,597,904 exercisable at a
price of GBP (GBP) 0.06.
No other options are held by any of the Directors.
There is no Company private pension scheme in force for the directors.
7.Administrative expenses
2015 2014
GBP (GBP) GBP (GBP)
Administration and general expenses 129,360 115,901
Included in administration expenses are:
- Auditors' remuneration - audit services 12,500 12,500
- Auditors' remuneration - advisory fees - -
Expenses were primarily related to costs associated with maintaining the AIM
listing and include Nomad, Broker, Registrar, AIM fees and Directors fees.
8.Interest and financial charges
2015 2014
GBP (GBP) GBP (GBP)
Loan interest charges 18,638 9,375
Bank charges 912 1,505
Total 19,550 10,880
9.Income tax expense
The Company is fully taxable in Luxembourg on profits realised from its
operations. There were no taxable profits attributable to Luxembourg in 2015
(2014: nil). The minimum tax charge is GBP GBP2,517.
2015 2014
The tax charge is determined as follows: GBP (GBP) GBP (GBP)
Pre-tax loss for the year before tax (186,692) (160,062)
Expected tax charge for the year: (2,366) (2,517)
The Company has not recognised the deferred income tax assets in respect of
losses in Luxembourg that can be carried forward indefinitely against future
taxable income.
Final tax assessments have been received in Luxembourg up to the year 2014.
10.Earnings (loss) per share (EPS)
The calculation of the basic earnings per share is determined on the loss
attributable to ordinary shareholders divided by the weighted average number of
shares in issue during the year. During the year the Company issued new shares
(see note 12) and the comparative earnings per share have been adjusted to
reflect these changes. The elements used in the calculation are:
2015 2014
Number of issued shares 353,416,320 353,416,320
Weighted average number of shares in circulation 353,034,265 353,034,265
during the year:
GBP (GBP) GBP (GBP)
Loss for the year (189,058) (160,062)
Basic (loss) per share (0.0005) (0.0005)
Weighted (loss) per share (0.0005) (0.0005)
Due to the non-dilutive nature of the warrants and options the basic and
diluted EPS are the same.
11.Financial assets at fair value through profit and loss
2015 2014
GBP (GBP) GBP (GBP)
Investment in Subsidiary 38,100 38,100
Loan to Subsidiary/Subsidiary Loan to UK Methane 164,454 159,236
As at 31 December 2015, the Company's investments comprise:
* GBP (GBP) 38,100 being the arms-length purchase price paid for the
acquisition of Gas Exploration Finance Limited ("GEF") on 19 March 2014.
* A GBP (GBP) 150,000 five year back to back loan to enable GEF to invest in UK
Methane on 19 March 2014 for a five year period. The loan accrues an
interest value of LIBOR plus 3% per annum. GBP (GBP) 14,454 (2014: GBP (GBP)
9,236) of the loan balance at 31 December 2015 relates to accrued interest.
GBP (GBP) 5,218 has been recognised in 2015 (2014: GBP (GBP) 5,326).
GEF has a framework financing agreement ("Framework Agreement") with Coastal
Oil and Gas Limited and UK Methane Limited (together, the "Gas Companies").
The Gas Companies have an ownership interest in 17 petroleum exploration
development licenses in South Wales, Bristol and Kent with the right to explore
and drill for shale gas in the licence areas. Under the Framework Agreement,
the Gas Companies have appointed GEF, on a non-exclusive basis, to co-invest by
financing their exploration and development operations. In consideration for
this co-investment, GEF will receive an economic interest commensurate with the
proportion of drilling expenses covered through the funding received from GEF.
A first financing agreement has been entered into between GEF and UK Methane
Limited ("UK Methane") for co-investment in explorative drilling by UK
Methane. The key terms of the loan are as follows:
* The loan is for GBP150,000.
* The loan is unsecured.
* The interest on the loan is 3% above Libor.
* The loan plus accrued interest is repayable on the fifth anniversary of the
date of the loan i.e. 19 March 2018.
* If and when UK Methane generates operating profits, UK Methane will for
long as the loan is outstanding pay a premium equating to 1% of the
revenues up to a maximum amount of GBP150,000 (or the amount of the loan if
the loan is less than GBP150,000). The premium will be paid in monthly
installments relative to the aggregate revenues received in the premium.
UK Methane may prepay the Loan at any point without premium or penalty
(save for any accrued and unpaid premium) up to the date of prepayment
together with accrued interest on the loan.
The shares of GEF are not publicly traded; redemptions can only be made by the
Company on the redemption dates and are subject to the required notice periods
specified in the loan agreement. The shares of UK Methane are not publicly
traded; redemptions can only be made by the Company on the redemption dates and
are subject to the required notice periods specified in the loan agreements.
As a result, the carrying value of the GEF loan may not be indicative of the
value of the loan ultimately realised on repayment. The Company may make
adjustments to the value based on considerations such as; changes in the credit
risk and whether UK Methane moves into operating profits. As at 31 December
2015, the Company classified its investment in GEF and GEF's investment in UK
Methane as level 3 within the fair value hierarchy
The Board, after careful consideration, believes there have been no material
changes effecting the valuation of the financial position. Consequently, the
original value continue to reflect fair value as defined by IFRS 10 and there
is no requirement for any adjustments to be posted to the Income Statement.
12.Capital and reserves
The Company has one class of share, which carries equal voting rights and
rights to distributions of dividends from available retained earnings.
Share capital 2015 2014
GBP (GBP) GBP (GBP)
Allotted, issued and fully paid up at 486,719 477,550
beginning of year
Issue of new shares - 9,169
Allotted, issued and fully paid up at end of 486,719 486,719
year
Represented by 353,416,320 shares (2014: 348,831,665 shares).
On February 4, 2014, the Board of Directors approved the issue and allotment of
4,584,655 ordinary shares to JIM Nominees Limited for a total consideration of
GBP 9,169.31 (0.002 GBP/shares). Such a decision should be later on ratified by
a shareholders' meeting. A shareholders' meeting has not yet ratified the issue
of the 4,584,655 ordinary shares and therefore the issue has not been yet
enacted.
Share Premium 2015 2014
GBP (GBP) GBP (GBP)
At the beginning of year 182,483 182,483
Issue of new shares - -
At the end of year 182,483 182,483
Stock option plan
On 1st August 2005, the general meeting of shareholders of the Company approved
a stock option plan for the benefit of the directors and key employees, the
historic Option Plan. Under this the plan, as at 31 December 2015, there were
in circulation 831,407 (2014: 831,407) fully vested options at GBP (GBP) 0.86510,
103,129 (2014: 103,129) fully vested options at GBP (GBP) 0.53779 and 45,784
(2014: 45,784) fully vested options at GBP (GBP) 0.42098.
The number of share options outstanding as well as their exercise price changed
in 2014 as a result of the capital restructuring as reflected in the table
below.
Number of shares under option under the historic Share Option Plan
2015 Exercise 2015 2014 2014
Price GBP (GBP) No. of shares Exercise Price No of shares
GBP (GBP)
0.86510 831,407 0.86510 831,407
0.53779 103,129 0.53779 103,129
0.42098 45,784 0.42098 45,784
No share options have been exercised under the historic Share Option Plan.
At the AGM in 2011, the shareholders approved a new Stock Option Plan whereby
the Company may grant options for up to 10 per cent. of its issued share
capital from time to time. On 27 May 2011, the Board awarded an option to
acquire 3 million shares in the company to Bruce Vandenberg. The options vest
equally over three years and are exercisable at a price of GBP (GBP) 0.03 per
share. Following the financial restructuring during 2012, the option amounts
to 1,597,904 shares at a price of GBP (GBP) 0.06. At the 31 December 2015, there
were 1,597,904 (2014: 1,597,904) fully vested options in issue under the new
Stock Option Plan.
Number of shares under option under the new Stock Option Plan
2015 2015 2014 2014
Exercise Price No. of shares Exercise Price No of shares
GBP (GBP) GBP (GBP)
0.06 1,597,904 0.06 1,597,904
No share options have been exercised under the new Stock Option Plan.
The figures above reflect the situation as at the end of 2015.
Due to the immaterial effects of the above stock option plans on the income
statement and balance sheet, the Company has elected not to apply the
provisions required under IFRS2 'Share based payments'.
13.Trade and other payables
2015 2014
Amounts falling due within one year GBP (GBP) GBP (GBP)
Trade creditors 78,216 65,772
Other creditors 110,000 67,000
Total 188,216 132,772
Other creditors comprises of accrued directors fees of GBP (GBP) 110,000 (2014:
GBP (GBP) 67,000).
14. Convertible loan
The company has received a convertible loan facility of GBP (GBP) 300,000 from
its majority shareholder, Gerwyn Llewellyn Williams. The facility has been
partly drawn during the year and has been utilised for general working capital
purposes.
On 22 February 2016, the loan facility was formally increased to GBP (GBP)
400,000 and its term extended.
The key terms of the loan are as follows:
* The total loan facility is GBP (GBP)400,000;
* The drawn down loan amount bears interest at a rate of 6% per annum;
* The drawn down loan amount is convertible at the discretion of Mr Williams
at a price of GBP (GBP) 0.0009 per share in the event that the Company
completes a reverse takeover transaction; should a reverse takeover
transaction not be complete by 30 November 2016, the outstanding loan
amount less an agreed contribution towards any abort costs in relation to a
reverse takeover transaction is to be repaid or converted in whole or in
part at Mr Williams' discretion at a price of GBP0.0009 per share.
15.Related party transactions
The Company's majority shareholder is Gerwyn Llewellyn Williams who owned
29.08% of the Company during the year.
During the year, Gerwyn Llewellyn Williams provided a convertible loan of GBP
(GBP) 300,000 to the Company. During the year interest of GBP (GBP) 18,363 (2014:
GBP (GBP) 9,375) has been accrued in respect of this loan.
Further details regarding this facility are detailed in note 14.
16.Post Balance Sheet events
On 22 February 2016 the Company secured a convertible loan facility for up to GBP
400,000 ("Loan Facility") from Mr Gerwyn Llewellyn Williams, a director/
shareholder of the Company. The new Loan Facility replaces the previous loan
facility of GBP300,000. The funds will be used for investment and general
working capital purposes.
The key terms of the Loan Facility are as follows:
* the total facility is GBP400,000;
* the drawn down loan amount bears interest at rate of 6% per annum;
* the drawn down loan amount is convertible at the discretion of Mr Williams
at a price of GBP0.0009 per share in the event that the Company completes a
reverse takeover transaction; and
* should a reverse takeover transaction not be complete by 30 November 2016,
the outstanding loan amount less an agreed contribution towards any abort
costs in relation to a reverse takeover transaction is to be repaid or
converted in whole or in part at Mr Williams' discretion at a price of GBP
0.0009 per share.
END
(END) Dow Jones Newswires
June 06, 2016 13:27 ET (17:27 GMT)
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