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NAK Nakama Group Plc

1.225
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Nakama Group Plc LSE:NAK London Ordinary Share GB0004251970 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.225 1.15 1.30 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Ridgecrest PLC Final Results (8211Q)

01/11/2021 7:00am

UK Regulatory


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RNS Number : 8211Q

Ridgecrest PLC

01 November 2021

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation. With the publication of this announcement, this information is now considered to be in the public domain.

Ridgecrest plc

("Ridgecrest" or the "Company")

Final results for the year ended 31 March 2021

Ridgecrest, an AIM Rule 15 cash shell, announces its final audited results for the year ended 31 March 2021.

Enquiries:

 
 Ridgecrest plc www.ridgecrestplc.com 
 Robert Thesiger, Chairman                          07714 502807 
 Allenby Capital Limited (Nominated Adviser and 
  Joint Broker) 
 Nick Naylor / Liz Kirchner                        020 3328 5656 
 Peterhouse Capital Limited (Joint Broker) 
 Lucy Williams / Duncan Vasey                      020 7469 0930 
 

CHAIRMAN'S STATEMENT

Ridgecrest plc was formerly called Nakama Group plc and was a recruitment business. During the course of 2020 the Board made several announcements relating to the financial instability of the business in light of the COVID 19 outbreak and its trading environment. Various recapitalisation strategies were pursued by the Board , but none of them came to fruition. The Board therefore embarked on a sale process and in January 2021 the whole of the Group's business and assets were sold to Sanderson Group Plc. Nakama Group plc was re-named Ridgecrest plc and became an AIM Rule 15 cash shell. The Company raised GBP2 million of new funds in mid-January 2021 since when it has been seeking and negotiating a suitable reverse takeover for the shell .

On 6 July 2021 the Company announced that it entered into a non-binding heads of agreement with Mr Cristian Rada, as a result of which, subject to, inter alia, the execution of a legally-binding share purchase agreement, Ridgecrest would acquire Airline Invest SA and its wholly owned subsidiaries, Blue Air Aviation SA and Blue Air Technic SRL (together "Blue Air", a low-cost airline based in Romania).

At the same time, trading in the Company's shares on AIM was suspended as neither a Reverse Takeover nor readmission to trading on AIM as an investing company under the AIM Rules had been completed within six months of the disposal of the Group's operating business. Should the Company not complete a reverse transaction within six months of the date of suspension or be re-admitted to trading on AIM as an investing company under the AIM Rules, it is expected that the Company's shares will be cancelled from trading on AIM.

On 25 October, the Company announced that it had terminated negotiations on the proposed reverse takeover of Blue Air, as a consequence of Blue Air's inability to raise the pre-RTO funding that was the principal condition of the non-binding heads of agreement between Ridgecrest and Blue Air's vendors.

The Board of Ridgecrest has concluded that it is in the Company's shareholders' best interests to pursue an alternative transaction. The Board hope to be able to make a further announcement regarding an alternative transaction in the near future.

Robert Thesiger

Chairman

29 October 2021

CONSOLIDATED INCOME STATEMENT

FOR THE YEARED 31 MARCH 2021

 
                           Note   Continuing  Discontinued     Total   Continuing  Discontinued      Total 
                                  operations    operations             operations    operations 
                                        2021          2021      2021         2020          2020       2020 
                                     GBP'000       GBP'000   GBP'000      GBP'000       GBP'000    GBP'000 
-------------------------  ----  -----------  ------------  --------  -----------  ------------  --------- 
Revenue                       4            -         4,633     4,633            -         9,719      9,719 
 Cost of sales                             -       (3,432)   (3,432)            -       (6,805)    (6,805) 
-------------------------  ----  -----------  ------------  --------  -----------  ------------  --------- 
                                                                                                     2,914 
Net fee income                             -         1,201     1,201            -         2,914    (3,014) 
 Administrative costs                  (509)       (1,175)   (1,684)        (572)       (2,442) 
-------------------------  ----  -----------  ------------  --------  -----------  ------------  --------- 
Operating (loss)/profit       8        (509)            26     (483)        (572)           472      (100) 
 Other operating income 
  (expense) 
 Finance costs                5            -           (5)       (5)            -          (14)       (14) 
 Group gain on sale 
  of subsidiaries            25            -           437       437            -             -          - 
 
                                           -                       -            -                        - 
Other income                  6            -            88        88            -             -          - 
-------------------------  ----  -----------  ------------  --------  -----------  ------------  --------- 
(Loss)/profit before 
 tax                                   (509)           546        37        (572)           458      (114) 
 Tax expense                  9            -          (30)      (30)            -           (8)        (8) 
-------------------------  ----  -----------  ------------  --------  -----------  ------------  --------- 
(Loss)/profit for 
 the period attributable 
 to owners of the 
 parent                                (509)           516         7        (572)           450      (122) 
-------------------------  ----  -----------  ------------  --------  -----------  ------------  --------- 
Earnings per share 
 Basic and diluted 
 (loss)/profit per 
 share attributable 
 to owners of the 
 parent                      10      (0.22)p         0.22p     0.00p      (0.49)p         0.38p    (0.10)p 
=========================  ====  ===========  ============  ========  ===========  ============  ========= 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEARED 31 MARCH 2021

 
                                                           2021      2020 
                                                        GBP'000   GBP'000 
=====================================================  ========  ======== 
Profit / (loss) for the year                                  7     (122) 
=====================================================  ========  ======== 
Exchange difference on translation of foreign 
 operations                                                 (9)         7 
=====================================================  ========  ======== 
Total comprehensive loss for the period attributable 
 to owners of the parent                                    (2)     (115) 
=====================================================  ========  ======== 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MARCH 2021

 
Company number 1700310 
                                                   2021     2020 
                                          Note  GBP'000  GBP'000 
==============================================  =======  ======= 
Assets 
Non-current assets 
Property, plant and equipment 13                      -       13 
Deferred tax asset 18                                 -       18 
==============================================  =======  ======= 
Total                                                 -       31 
----------------------------------------------  -------  ------- 
Current assets 
Trade and other receivables 14                       47    1,497 
Cash and cash equivalents                         2,001      190 
==============================================  =======  ======= 
Total                                             2,048    1,687 
==============================================  =======  ======= 
Total assets                                      2,048    1,718 
==============================================  =======  ======= 
Current liabilities 
Trade and other payables 15                        (74)    (830) 
Borrowings 16                                         -    (801) 
==============================================  =======  ======= 
Total                                              (74)  (1,631) 
==============================================  =======  ======= 
Net Assets                                        1,974       87 
==============================================  =======  ======= 
Equity 
Share capital 24                                  1,936    1,602 
Share premium account                             4,097    2,580 
Merger reserve                                       90       90 
Employee share benefit trust reserve               (61)     (61) 
Currency reserve                                      3       12 
Retained earnings                               (4,091)  (4,136) 
==============================================  =======  ======= 
Total equity attributable to the shareholders 
 of the Company                                   1,974       87 
==============================================  =======  ======= 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

AS AT 31 MARCH 2021

 
                                                        Employee 
                                                           share 
                        Share    Share    Merger         benefit    Currency    Retained    Total 
==================== 
                      capital  premium   reserve         reserve     reserve    earnings   equity 
==================== 
                      GBP'000  GBP'000   GBP'000         GBP'000     GBP'000     GBP'000  GBP'000 
====================  =======  =======  ========  ==============  ==========  ==========  ======= 
At 1 April 2019         1,602    2,580        90            (61)           5     (4,014)      202 
====================  =======  =======  ========  ==============  ==========  ==========  ======= 
Loss for the year           -        -         -               -           -       (122)    (122) 
Other comprehensive 
 income                     -        -         -               -           7           -        7 
====================  =======  =======  ========  ==============  ==========  ==========  ======= 
Total comprehensive 
 income for the 
 year                       -        -         -               -           7       (122)    (115) 
====================  =======  =======  ========  ==============  ==========  ==========  ======= 
At 1 April 2020         1,602    2,580        90            (61)          12     (4,136)       87 
====================  =======  =======  ========  ==============  ==========  ==========  ======= 
Contributions 
 to owners 
Issue of shares           334    1,517         -               -           -           -    1,851 
Issue of share 
 option                     -        -         -               -           -          38       38 
--------------------  -------  -------  --------  --------------  ----------  ----------  ------- 
                          334    1,517         -               -           -          38    1,889 
--------------------  -------  -------  --------  --------------  ----------  ----------  ------- 
Comprehensive 
 income for the 
 year 
Profit for the 
 year                       -        -         -               -           -           7        7 
Other comprehensive 
 income                     -        -         -               -         (9)                  (9) 
====================  =======  =======  ========  ==============  ==========  ==========  ======= 
Total comprehensive 
 income for the 
 year                       -        -         -               -           -           7      (2) 
====================  =======  =======  ========  ==============  ==========  ==========  ======= 
At 31 March 2021        1,936    4,097        90            (61)           3     (4,091)    1,974 
====================  =======  =======  ========  ==============  ==========  ==========  ======= 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEARED 31 MARCH 2021

 
 
                                            Continuing  Discontinued    Total  Continuing  Discontinued    Total 
                                            Operations    Operations           Operations    Operations 
                                                  2021          2021     2021        2020          2020     2020 
                                      Note     GBP'000       GBP'000  GBP'000     GBP'000       GBP'000  GBP'000 
Operating activities 
(Loss)/profit for the 
 year before tax                                 (509)           546       37       (572)           458       (114) 
Depreciation of property, 
 plant and equipment                    13           -             3        3           -             8           8 
(Profit)/loss on disposal 
 of fixed assets                                     -           (1)      (1)           -             -           - 
Group gain on sale of 
 subsidiaries                           25           -         (437)    (437)           -             -           - 
Net finance costs                        5           -             5        5           -            14          14 
Tax credit/( paid)                                   -            30       30           -           (8)         (8) 
(Increase) decrease in 
 trade and other receivables                       (9)         1,459    1,450         213         (111)         102 
Increase (decrease) in 
 trade and other payables                            1         (757)    (756)        (44)         (277)       (321) 
                                                                   -                                  - 
======================================      ==========  ============  =======  ==========  ============  ========== 
Net cash (used in) generated 
 by operating activities                         (517)           848      331       (403)            84       (319) 
======================================      ==========  ============  =======  ==========  ============  ========== 
Cash flows from investing 
 activities 
Proceeds from sale of 
 (purchase of) property 
 and equipment                                       -            14       14           -          (13)        (13) 
Sold and liquidated subsidiaries                   700         (280)      420         407         (407)           - 
Net cash inflow (outflow) 
 from investing activities                         700         (266)      434         407         (420)        (13) 
======================================      ==========  ============  =======  ==========  ============  ========== 
Financing activities 
Issue of shares                                  1,851             -    1,851           -             -           - 
(Decrease) increase in 
 invoice discounting facility                        -         (801)    (801)           -           363         363 
Finance cost paid                                    -           (5)      (5)           -          (14)        (14) 
======================================      ==========  ============  =======  ==========  ============  ========== 
Net cash inflow (outflow) 
 from financing activities                       1,851         (806)    1,045           -           349         349 
======================================      ==========  ============  =======  ==========  ============  ========== 
Net changes in cash and 
 cash equivalent                                 2,034         (224)    1,810           4            13          17 
Cash and cash equivalents, 
 beginning of year                                   7           183      190           3           163         166 
 Effect of foreign exchange 
  rate movements                                     -             1        1           -             7           7 
Cash and cash equivalents 
 at end of year                                  2,041          (40)    2,001           7           183         190 
======================================      ==========  ============  =======  ==========  ============  ========== 
Cash and cash equivalents 
 for the purpose of the 
 statement of cash flows 
 comprises: 
Cash at bank                                     2,041          (40)    2,001           7           183         190 
                                                                   -                                  - 
======================================      ==========  ============  =======  ==========  ============  ========== 
Cash and cash equivalents 
 at end of year                                  2,041          (40)    2,001           7           183         190 
======================================      ==========  ============  =======  ==========  ============  ========== 
 
 

NOTES TO THE FINANCIAL STATEMENTS

A full set of notes to the Financial Statements is included in the Annual Report.

1. Nature of operations and general information

At 31 March 2021 Ridgecrest plc (the "parent company") was an AIM Rule 15 cash shell company. Until January 2021, when the trading subsidiaries were sold, the business included Nakama; a global recruitment consultancy for the digital technology and interactive media industry and also Highams; a technology and business information recruitment consultancy for the insurance and investment management industry.

Ridgecrest plc changed its name from Nakama Group plc on 29 December 2020. It is registered in England and Wales with the company number 01700310. The address of Ridgecrest plc's registered office, which is also its principal place of business, is New Kings Court Tollgate Chandler's Ford Eastleigh Hampshire SO53 3LG. The details of the previous subsidiary undertakings are listed in note 5 to the Company financial statements.

The parent company's shares are listed on the London Stock Exchange's Alternative Investment Market (AIM). The Group consolidated full year financial statements are presented in British pounds (GBP), which is also the functional currency of the Company.

2. Accounting policies

Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) UK adopted, and with those parts of the Companies Act 2006 applicable to companies preparing their accounts under IFRS.

The financial statements have been prepared under the historical cost convention. The principal accounting policies of the group are set out below.

The accounting policies that have been applied in the opening statement of financial position have also been applied throughout all periods presented in these financial statements.

The areas where significant judgements and estimates have been made in preparing the financial statements and their effect are disclosed in note 2.

Going concern

In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the Company can continue in operational existence for the foreseeable future. The parent company had cash and cash equivalents of GBP2,001,000 and net current assets of GBP1,974,000 as at 31 March 2021.

The parent company is an AIM Rule 15 cash shell and as such is seeking a suitable target business to perform a reverse takeover (RTO). The Board believes that there is sufficient working capital to perform such a transaction.

8.Operating loss

The loss on ordinary activities before taxation is stated after charging:

The analysis of auditor's remuneration is as follows:

 
                                                                    2021      2020 
                                                                 GBP'000   GBP'000 
---------------------------------------------------------  ---  --------  -------- 
         Remuneration received by Company's auditor or 
          an associate of the Company's auditor: 
          Company annual accounts                                      6         6 
          Group annual accounts                                       18        11 
          Money purchase pension contributions 
==============================================================  ========  ======== 
                                                                      24        17 
 -------------------------------------------------------------  --------  -------- 
         Other fees payable to the Company's auditors: 
          Audit of subsidiary companies                                -        10 
          Tax compliance                                               2         5 
          Other compliance                                             -         9 
--------------------------------------------------------------  ========  ======== 
                                                                      26        41 
 =============================================================  ========  ======== 
         Depreciation of equipment                                     3         8 
          Profit on disposal of fixed asset and exchange             (1)         - 
          Foreign exchange loss (gain)                              (14)        15 
          Operating lease rentals - property:                        119       266 
          Staff costs (Note 6)                                     1,109     1,783 
==============================================================  ========  ======== 
 

9. Income tax expense

 
                          2021      2020 
                       GBP'000   GBP'000 
-------------------   --------  -------- 
Current tax charge          30         8 
====================  ========  ======== 
                            30         8 
 -------------------  --------  -------- 
 

The relationship between the expected tax expense based on the effective tax rate of the Group at 19% (2020: 19%) and the tax expense actually recognised in the consolidated income statement can be reconciled as follows:

 
                                                            2021      2020 
                                                         GBP'000   GBP'000 
-------------------------------------------------  ---  --------  -------- 
Result for the year before taxation                           37     (114) 
 Expected tax expense                                          7      (22) 
 Income not deductible for tax purposes                     (74)     (115) 
 Unrecognised deferred tax                                    97       145 
 Difference in tax rates between UK and overseas               -         - 
                                                                         - 
 -----------------------------------------------------  --------  -------- 
Total income tax expense                                      30         8 
======================================================  ========  ======== 
 

10. Loss per share

 
                                       2021                           2020 
                                 ==========  ==========  =======  ========  ========== 
                                   Weighted                       Weighted 
                                    average                        average 
                                     number    Earnings             number    Earnings 
                                         of                             of 
                         (Loss)      shares   per share   (Loss)    shares   per share 
                        GBP'000        '000           p  GBP'000      '000           p 
======================  =======  ==========  ==========  =======  ========  ========== 
Basic profit (loss) 
 per share                    7     225,562      (0.00)    (122)   117,607      (0.10) 
======================  =======  ==========  ==========  =======  ========  ========== 
Diluted profit (loss) 
 per share *                  7     236,385                (122)   120,027 
----------------------  -------  ----------  ----------  -------  --------  ---------- 
 

The weighted average number of shares excludes 183,953 (2020: 183,953) shares held by the Employee Share Benefit Trust.

* No diluted earnings per share is shown since the effect would be anti-dilutive.

11. Intangible assets

The amounts recognised in the statement of financial position relate to the following:

 
                                                        Customer 
                             Software    Goodwill   Relationship    Database      Total 
                              GBP'000     GBP'000        GBP'000     GBP'000    GBP'000 
Cost: 
 At 1 April 2020                  167         487            647         227      1,528 
Disposal                        (167)       (487)          (647)       (227)    (1,528) 
=========================  ==========  ==========  =============  ==========  ========= 
At 31 March 2021                    -           -              -           -          - 
=========================  ==========  ==========  =============  ==========  ========= 
Amortisation/impairment: 
At 1 April 2020                   167         487            647         227      1,528 
Disposal                        (167)       (487)          (647)       (227)    (1,528) 
=========================  ==========  ==========  =============  ==========  ========= 
At 31 March 2021                    -           -              -           -          - 
=========================  ==========  ==========  =============  ==========  ========= 
Net book amount: 
 At 31 March 2021                   -           -              -           -          - 
=========================  ==========  ==========  =============  ==========  ========= 
 
 
                                                          Customer 
                               Software    Goodwill   Relationship    Database      Total 
                                GBP'000     GBP'000        GBP'000     GBP'000    GBP'000 
Cost: 
 At 1 April 2019                    167         487            647         227      1,528 
At 31 March 2020                    167         487            647         227      1,528 
===========================  ==========  ==========  =============  ==========  ========= 
Amortisation/impairment: 
At 1 April 2019                     167         487            647         227      1,528 
Impairment charge for year            -           -              -           -          - 
Amortisation charge for               -           -              -           -          - 
 year 
===========================  ==========  ==========  =============  ==========  ========= 
At 31 March 2020                    167         487            647         227      1,528 
Net book amount: 
 At 31 March 2020                     -           -              -           -          - 
At 31 March 2019 
===========================  ==========  ==========  =============  ==========  ========= 
 

12. Goodwill

The Goodwill arose on the acquisition of Nakama Group in October 2011. The business formed part of the Group with effect from the date of acquisition of Nakama offices in London, Australia and Hong Kong.

The carrying amount of goodwill was allocated to the cash generating units (CGU's) as follows:

 
                          Nakama           Nakama                                      Nakama 
                          London        Hong Kong         Nakama Sydney              Melboune            Total 
                         GBP'000          GBP'000               GBP'000               GBP'000          GBP'000 
 Cost: 
  At 1 April 
  2020                       255               28                   168                    36              487 
 Disposal                  (255)             (28)                 (168)                  (36)            (487) 
------------------  ------------  ---------------  --------------------  --------------------  --------------- 
 At 31 March                   -                -                     -                     -                - 
  2021 
------------------  ------------  ---------------  --------------------  --------------------  --------------- 
 Impairment: 
 As at 1 April 
  2020                       255               28                   168                    36              487 
 Disposal                  (255)             (28)                 (168)                  (36)            (487) 
 As at 31 March                -                -                     -                     -                - 
  2021 
------------------  ------------  ---------------  --------------------  --------------------  --------------- 
 Net book amount: 
 As at 31 March                -                -                     -                     -                - 
  2021 
 As at 31 March                -                -                     -                     -                - 
  2020 
------------------  ------------  ---------------  --------------------  --------------------  --------------- 
 
 

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. Impairment tests were undertaken annually on 31 March using value in use calculations for each CGU. The value in use calculations were based on cash flow projections from formally approved budgets covering a 12 month period and an extrapolation from that budget covering a further 4 years plus a terminal value. The key assumptions within the calculations were considered to be revenue growth and the discount rate.

Following the impairment review for the year ended 31 March 2018 goodwill was written off. The businesses have now been sold and hence the goodwill is no longer recognised.

16. Borrowings

 
                                     2021                 2020 
                                  GBP'000              GBP'000 
--------------------  -------------------  ------------------- 
Current liabilities 
====================  ===================  =================== 
Invoice discounting                     -                  801 
====================  ===================  =================== 
 

The Group's confidential invoice discounting facilities of GBP2,500,000 were terminated in January 2021 (2020: GBP2,500,000).

17.Commitments

The total future value of minimum lease payments is due as follows:

 
Land and buildings                                2021                          2020 
----------------------------------  --------------------  -------------  ------------------- 
Not later than one year                              -             - -          137        1 
 Later than 1 year and not later 
  than 5 years Later than 5 years                     -            -             31        - 
                   -                                                             -         - 
 ===================================  =================================  ==========  ======= 
                 -             -                                              168          1 
 ====================  ================================================  ==========  ======= 
 

Lease payments recognised as an expense during the year amount to GBP119,000 (2020: GBP266,000). No sublease income was expected as all assets held under lease agreements were used exclusively by the Group. All leases relate to offices and office equipment.

Operating lease agreements do not contain any contingent rent clauses. None of the operating lease agreements contain renewal or purchase options or escalation clauses or any restrictions regarding further leasing.

As at 31 March 2021, there were no outstanding lease commitments.

18. Deferred tax

Deferred tax recognised in the financial statements is set out below

 
                                                   2021          2020 
                                                GBP'000       GBP'000 
=============================================  ========  ============ 
Movement on deferred taxation balance in the 
 period As at 1 April 2020 
 (Charge)/credit to profit and loss                  18            18 
                                                   (18)             - 
=============================================  ========  ============ 
As at 31 March 2021                                   -            18 
=============================================  ========  ============ 
 
 
                                                   2021               2020 
                                                GBP'000            GBP'000 
=============================================  ========  ================= 
Available trading losses Accelerated capital          -                  - 
 allowances                                           -                 18 
=============================================  ========  ================= 
Deferred tax asset                                    -                 18 
=============================================  ========  ================= 
 

In accordance with IAS 12 "Income Taxes", the deferred tax asset has been recognised to the extent that trade losses will be recoverable against profits in the foreseeable future. The deferred tax asset brought forward from the previous year in relation to the trading losses in Highams Recruitment Limited only was fully utilised in the current year. The temporary differences for which the deferred tax asset has not been provided in the financial statements are set out below:

 
                                      2021      2020 
                                   GBP'000   GBP'000 
================================  ========  ======== 
UK losses                              509       692 
 Accelerated capital allowances          -        69 
================================  ========  ======== 
                                       509       761 
================================  ========  ======== 
 

No deferred tax is recognised for the Company's losses being a cash shell company. It is not probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

19. Related party transactions and controlling related party

There were no related party transactions in the year.

Summary of financial assets and liabilities by category

The carrying amounts of the Group's financial assets and liabilities as recognised at the statement of financial position date of the years under review may also be categorised as follows:

 
                                                                          Financial 
                                              Cash,                     liabilities           Non- 
                                              loans    Non-financial   at amortised      financial      Total 
Statement of financial position     and receivables           assets           cost    liabilities       2021 
 headings                                   GBP'000          GBP'000        GBP'000        GBP'000    GBP'000 
Trade receivables                                40                -              -              -         40 
Cash at bank                                  2,001                -              -              -      2,001 
Prepayments                                       -                7              -              -          7 
Other taxes and social security 
 costs                                            -                -              -            (1)        (1) 
Accruals                                          -                -           (73)              -       (73) 
 
Total                                         2,041                7           (73)            (1)      1,974 
 
 

22. Employee share schemes

   (a)           EMI option scheme 

The EMI option scheme has been terminated.

   (b)           Employee Share Benefit Trust 

An Employee Share Benefit Trust was established in November 1995 and its Trustees have the power to grant options to eligible employees over shares in the Company at the Trust's expense, and the Company's discretion, upon such terms as they think fit and to purchase such shares to be acquired by the eligible employees.

The Company did not make any contributions to the Trust during the year (2020: GBPnil). The Trust holds 183,953 shares in the Company, with a market value of GBP2,723 (2020: 183,953 shares at a market value of GBP1,647). These shares were purchased at a cost of GBP61,000.

No shares have been transferred to employees or were under option as at 31 March 2021. The Trust's only other asset at 31 March 2021 was cash at bank of GBP2,111 (2020: GBP2,111) which is included in the Group's statement of financial position as part of cash and cash equivalents. The Trust had no liabilities.

All other options granted in prior years have lapsed and no other types of options were granted in the year.

   (c)            Share based options 

The establishment of the Share Option Plan was approved by shareholders in 2008. The share option is designed to provide long-term incentives for key management personnel (including directors) to deliver long-term shareholder returns. Under the plan, participants are granted options which only vest if certain performance standards are met. Participation in the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The amount of options that will vest depends on the parent company's total return to shareholders (TSR), including share price growth, dividends and capital returns, ranking within a peer group of 20 selected companies that are listed on the London Stock Exchange over a three year period. Once vested, the options remain exercisable for a period of two years. Options are granted under the plan for no consideration and carry no dividend or voting rights. When exercisable, each option is convertible into one ordinary share fourteen days after the release of the half-yearly and annual financial results of the group to the market. The exercise price of options is based on the weighted average price at which the company's shares are traded on the London Stock Exchange during the week up to and including the date of the grant.

The directors are committed to pursuing acquisition opportunities with a view to conducting a reverse takeover. They believe that successfully executing a reverse takeover will deliver value for their shareholders. As a cash shell company, they are mindful of managing cash and costs carefully. To that end, they consider that these Share Options are an appropriate way to incentivise the directors and to align their interests with shareholders.

Set out below are summaries of share options:

 
 
 
                                               Number 
                                                   of 
                               Average                    Average 
                              exercise                   exercise 
                                 price                      price 
                             per share                  per share         Number 
                                option        options      option     of options 
                               (pence)    (thousands)     (pence)    (thousands) 
                                  2021           2021        2020           2020 
--------------------------  ----------  -------------  ----------  ------------- 
As at 31 March 2020              0.023          1,345       0.023          1,345 
Granted during the year          0.017         20,301           -              - 
Exercised during the year            -              -           -              - 
Forfeited during the year            -              -           -              - 
--------------------------  ----------  -------------  ----------  ------------- 
As at 31 March 2021              0.193         21,646       0.023          1,345 
--------------------------  ----------  -------------  ----------  ------------- 
 

The new share options were granted on 22 January 2021 (5,301,000 shares) and 24 February 2021 (15,000,000 shares). The options granted represent 4.5 per cent of the Company's current issued share capital.

The fair value of the share options at grant date is equivalent to the London Stock Exchange mid-market closing price of an ordinary share at the grant date. This is also the determined exercise price. The options are exercisable from the date falling 12 months from the date of grant. The average contractual life of the options is ten years.

The amount charged to profit and loss in 2021 is GBP35,746.

23. Contingent liability

The previous dispute for the repayment of intercompany balances with Nakama Sydney has been settled and there were no contingent liabilities at 31 March 2021.

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November 01, 2021 03:00 ET (07:00 GMT)

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